KEMPER DEFINED FUNDS SERIES 37, S-6EL24, 1995-08-22

KEMPER DEFINED FUNDS SERIES 37
S-6EL24, 1995-08-22

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 22, 1995

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

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 37
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>
TITLE AND AMOUNT OF PROPOSED MAXIMUM AMOUNT OF
SECURITIES BEING REGISTERED AGGREGATE OFFERING PRICE REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Kemper An indefinite number of Indefinite $500
Defined Units of Beneficial Inter-
Funds est pursuant to Rule 24f-2
Series under the Investment Com-
37 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.
[_] Check box if it is proposed that this filing will become effective at
2:00 P.M. on , 1995 pursuant to paragraph (b) of Rule 487.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

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 37

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

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 Trusts
3. Name and address of trustee........
4. Name and address of principal The Tax-Exempt Portfolios--
underwriters...................... Underwriting
5. State of organization of trust..... The Trust Funds
6. Execution and termination of trust The Trust Funds; General Information--
agreement......................... Administration of the Trusts;
7. Changes of name.................... The Trust Funds
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 Funds
(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 Trusts; General
Information--Unitholders
(h)Consents required............... General Information--Unitholders;
General Information--Administration of
the Trusts
(i)Other provisions................ The Rolling Income Treasury Series--
Federal Tax Status; The U.S. Treasury
Portfolio Series--Federal Tax Status
Type of securities comprising The Trust Funds; 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 Trusts
</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................ Trusts; Public Offering of Units
(f)Ratio of annual charges to in-
come........................ *
The Trust Funds;
14. Issuance of trust's securities... General Information--Unitholders
15. Receipt and handling of payments
from purchasers................. *
16. Acquisition and disposition of The Trust Funds; 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
Trusts
(d)Schedule of distributions..... *
General Information--Unitholders;
19. Records, accounts and reports.... General Information--Redemption;
General Information--Administration of
the Trusts
20. Certain miscellaneous provisions
of trust agreement
(a)Amendment..................... General Information--Administration of
the
(b)Termination................... Trusts
(c)and (d) Trustee, removal and General Information--Administration of
successor................... the Trusts
(e)and (f) Depositor, removal and General Information--Administration of
successor................... the Trusts
21. Loans to security holders........ *
22. Limitations on liability......... General Information--Administration of
the Trusts
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 Trusts
26. Fees received by depositor....... See Items 13(a) and 13(e)
27. Business of depositor............ General Information--Administration of
the Trusts
28. Certain information as to offi-
cials and affiliated persons of General Information--Administration of
depositor....................... the Trusts
</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...................... Trusts
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 Trusts
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 Trusts
(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 Trusts
49. Fees and expenses of trust-
ee........................
50. Trustee's lien............. General Information--Expenses of the Trusts
</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 Trusts

VII. POLICY OF REGISTRANT

52. (a) Provisions of trust agreement The Trust Funds; 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
Information--Trust Information; The
53. Tax status of Trust.............. U.S. Treasury Portfolio Series--
Federal Tax Status; The Rolling Income
VIII. FINANCIAL AND STATISTICALTINFORMATIONreasury Series--Federal Tax Status

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>

KEMPER DEFINED FUNDS SERIES 37

Rolling Income Treasury Series 1 was formed to obtain safety of capital and
current monthly distributions of interest through an investment in a portfolio
of U.S. Treasury Obligations that are backed by the full faith and credit of
the United States Government. The Trust has been designed to maintain a short
average maturity, ranging between 9 and 15 months, averaging approximately 1
year. This Trust seeks to reduce Unit price fluctuations with changing
interest rates by reinvesting approximately twice a year through September,
2005 the proceeds of maturing U.S. Treasury Obligations into additional U.S.
Treasury Obligations with maturities of approximately two years so that the
Trust will maintain a portfolio with a weighted average maturity of
approximately 1 year for most of the Trust's life. Units of the Trust are
rated "AAA" by Standard & Poor's.

Rolling Income Treasury Series 2 was also formed to obtain safety of capital
and current monthly distributions of interest through an investment in a
portfolio of U.S. Treasury Obligations that are backed by the full faith and
credit of the United States Government. The Trust has been designed to
maintain a short average maturity, ranging between 2 and 3 years, averaging
approximately 2 1/2 years. This Trust seeks to reduce Unit price fluctuations
with changing interest rates by reinvesting annually until June, 2010 the
proceeds of maturing U.S. Treasury Obligations into additional U.S. Treasury
Obligations with maturities of approximately five years so that the Trust will
maintain a portfolio with a weighted average maturity of approximately 2 1/2
years for most of the Trust's life. Units of the Trust are rated "AAA" by
Standard & Poor's.

U.S. Treasury Portfolio Series 15 (the "U.S. Treasury Portfolio Series") was
formed for the purpose of providing safety of capital and investment
flexibility through an investment in a portfolio of U.S. Treasury Obligations
that are backed by the full faith and credit of the United States government.
Units of the Trust are rated "AAA" by Standard & Poor's.

Interest income distributed by the Trusts is exempt from state personal income
taxes in all states. U.S. Treasury Portfolio Series 15 is available to non-
resident aliens and the income from such Trust, provided certain conditions
are met, will be exempt from withholding for U.S. federal income tax for such
foreign investors. A FOREIGN INVESTOR MUST PROVIDE A COMPLETED W-8 FORM TO HIS
FINANCIAL REPRESENTATIVE OR THE TRUSTEE TO AVOID WITHHOLDING ON HIS ACCOUNT.
The value of the Units, the estimated current return and the estimated long-
term return to new purchasers will fluctuate with the value of the portfolio
which will generally decrease inversely with changes in interest rates.

Units of the Trusts 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.

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

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

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.
<PAGE>

SUMMARY

PUBLIC OFFERING PRICE. The Public Offering Price per Unit of a Trust Fund
during the initial offering period is equal to a pro rata share of the
offering prices of the Securities in such Trust Fund plus or minus a pro rata
share of cash, if any, in the Principal Account held or owned by such Trust
Fund, plus accrued interest plus that sales charge (which consists of an
initial sales charge and a deferred sales charge in the case of a Rolling
Income Treasury Series) 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 each Trust Fund plus or minus a pro rata
share of cash, if any, in the Principal Account held or owned by such Trust
Fund, plus accrued interest plus the applicable sales charge indicated under
"Public Offering of Units--Public Offering Price" (which consists of an
initial sales charge and a deferred sales charge in the case of a Rolling
Income Treasury Series). The sales charge is reduced on a graduated scale for
certain sales. The minimum purchase for each Trust is $1,000.

INTEREST AND PRINCIPAL DISTRIBUTIONS. Distributions of the estimated annual
interest income to be received by each 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 a 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 each 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 reinvestment of principal, principal prepayment, redemption,
maturity and 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 retirements or average lives of
all of the Securities in the applicable Trust and (2) takes into account the
expenses and sales charge associated with each Trust Unit. Since the market
values and estimated retirements or average lives of the Securities and the
expenses of a 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 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 a Trust plus accrued interest.

RISK FACTORS. An investment in the Trusts should be made with an understanding
of the risks associated therewith, including, among other factors, the
inability of the issuer or an insurer to pay the principal of or interest on a
security when due, volatile interest rates, early call provisions, and changes
to the tax status of the Securities. See "The Rolling Income Treasury Series--
Risk Factors" and "The U.S. Treasury Portfolio Series--Risk Factors."

2
<PAGE>

KEMPER DEFINED FUNDS SERIES 37

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 50,000 Units of a Trust. Unitholders
purchasing 50,000 Units or more of a Trust will receive a slightly higher
return because of the reduced sales charge for larger purchases.

<TABLE>
<CAPTION>
ROLLING ROLLING U.S.
INCOME INCOME TREASURY
TREASURY TREASURY PORTFOLIO
SERIES 1 SERIES 2 SERIES 15
------------ ------------ ---------
<S> <C> <C> <C>
Public Offering Price per Unit (1)(2)... $ $ $
Principal Amount of Securities per Unit. $ 10.000 $ 10.000 $ 10.000
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.......... $ 400,000 $ 500,000 $500,000
Number of Units......................... 40,000 50,000 50,000
Fractional Undivided Interest per Unit.. 1/40,000 1/50,000 1/50,000
Calculation of Public Offering Price--
Less than 25,000 Units of Rolling
Income Treasury Series, 50,000 Units of
U.S. Treasury Portfolio Series:
Aggregate Offering Price of Securities. $ $ $
Aggregate Offering Price of Securities
per Unit.............................. $ $ $
Plus Maximum Sales Charge per Unit (7). $ $ $
Less Deferred Sales Charge per Unit
(7)................................... $ $ N/A
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....... $ 0.59375 $ 0.58750 $
Less: Estimated Annual Expense......... $ 0.04770 $ 0.05380 $
Estimated Net Annual Interest Income... $ 0.54605 $ 0.53370 $
Initial Estimated Daily Rate of Net
Interest Accrual per Unit (10)......... $0.001516806 $0.001482500 $
Minimum Principal Value of the Trust
under which Trust Agreement may be
terminated............................. 40% of maximum par value
</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.

3
<PAGE>

ESSENTIAL INFORMATION--(CONTINUED)

<TABLE>
<CAPTION>
U.S.
ROLLING INCOME ROLLING INCOME TREASURY
TREASURY TREASURY PORTFOLIO
SERIES 1 SERIES 2 SERIES 15
-------------- -------------- ---------
<S> <C> <C> <C>
Trustee's Annual Fee per $1,000 prin-
cipal amount of Securities (8)....... $ 1.66 $ 1.77 $
Reduction of Trustee's fee per Unit
during the first year (6)............ None None None
Estimated annual interest income per
Unit during the first year (6)....... $0.59375 $0.58750 $
Interest Payments (Until first Trea-
surer Reinvestment for Rolling Income
Treasury Series) (9)(10):
First Payment per Unit, representing $
32 days............................. $0.04854 $0.04744
Estimated Normal Monthly Distribution $
per Unit............................ $0.04550 $0.04448
Estimated Normal Annual Distribution $
per Unit............................ $0.54600 $0.53376
Sales Charge (7):
As a percentage of Public Offering
Price per Unit......................
As a percentage of net amount invest-
ed..................................
As a percentage of net amount in-
vested in earning
assets..............................
</TABLE>
<TABLE>
<S> <C>
Date of Trust Agreements....... August 24, 1995
First Settlement Date.......... August 29, 1995
Mandatory Termination Date.....
Evaluator's Annual Evaluation Maximum of $0.10 per $1,000 Principal Amount of
Fee........................... Securities.
Sponsor's Annual Surveillance Maximum of $0.10 per $1,000 Principal Amount of
Fee........................... 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
three 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 each 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 reinvestment of principal, 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
applicable 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 each 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 reinvestment of principal, principal
prepayment, redemption, maturity, call, exchange or sale of the
underlying Securities. The estimated cash flows to Unitholders for the
Trusts are either set forth under "Estimated Cash Flows to Unitholders"
for each 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 Funds) 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 Funds" and "General
Information--Interest, Estimated Long-Term Return and Estimated Current
Return."
(7) The Maximum Sales Charge in connection with Rolling Income Treasury
Series 1 and Series 2 consists of an initial sales charge and a deferred
sales charge. The initial sales charge is applicable to all Units and
represents an amount equal to 1.60% and 2.50% of the Public Offering
Price for Series 1 and Series 2, respectively. Subsequent to the Initial
Date of Deposit, the amount of the initial sales charge will vary with
changes in the aggregate value of the Securities in a Trust. In addition
to the initial sales charge, Unitholders will pay a deferred sales charge
of .25% and .30% of the Principal Amount of Securities for Series 1 and
Series 2, respectively, per Unit commencing December 31, 1996 and on each
December 31 thereafter through December 31, 2007 for Series 1 and through
December 31, 2015 for Series 2. Units purchased subsequent to the initial
deferred sales charge payment will be subject only to that portion of the
deferred sales charge payments not yet collected (plus the applicable
initial sales charge). These deferred sales charge payments will be paid
from funds in the Interest Account, if sufficient, or from the periodic
sale of Securities. Units redeemed or sold prior to such time as the
entire deferred sales

4
<PAGE>

charge on such Units has been collected will not be assessed the amount of
the remaining deferred sales charge at the time of such redemption.
Purchasers of U.S. Treasury Portfolio Series 15 will not be assessed a
deferred sales charge but will pay a one time sales charge as set forth
above only.
(8) See "General Information--Expenses of the Trusts."
(9) Unitholders will receive interest distributions monthly. The Record Date
is the first day of the month, commencing October 1, 1995, and the
distribution date is the fifteenth day of the month, commencing October
15, 1995.
(10) Estimated Daily, Monthly and Annual Distributions per Unit will change
after the first Reinvestment for Rolling Income Treasury Series.

FEE TABLE

This Fee Table is intended to assist investors in understanding the costs and
expenses that an investor in a Trust will bear directly or indirectly. See
"Public Offering of Units" and "General Information--Expenses of the Trusts."
Although each Trust is a unit investment trust rather than a mutual fund and
may have a term of less than the periods indicated, this information is
presented to permit a comparison of fees.

ROLLING INCOME TREASURY SERIES 1
<TABLE>
<CAPTION>
AMOUNT PER
100 UNITS
----------
<S> <C> <C>
UNITHOLDER TRANSACTION EXPENSES (AS OF THE INITIAL DATE OF
DEPOSIT)
Initial Sales Charge Imposed on Purchase (as a percent-
age of offering price).................................. 1.60% $16.30
Deferred Sales Charge (as a percentage of principal
amount of securities)................................... 2.82%(1) 28.20
------ ------
4.42% $44.50
====== ======
ESTIMATED ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF PAR VALUE)
Trustee's Fee............................................ 0.163% $ 1.63
Portfolio Supervision and Evaluation Fees................ 0.035% .35
Other Operating Expenses................................. 0.026% .26
------ ------
Total.................................................. 0.224% $ 2.24
====== ======
</TABLE>

EXAMPLE

<TABLE>
<CAPTION>
CUMULATIVE EXPENSES PAID FOR
PERIOD OF:
-------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
An investor would pay the following expenses
on a $1,000 investment, assuming the esti-
mated operating expense ratio of 0.224% on
the Trust and a 5% annual return on the in-
vestment throughout the periods............. $2.30 $7.24 $12.69 $28.88
</TABLE>

ROLLING INCOME TREASURY SERIES 2
<TABLE>
<CAPTION>
AMOUNT PER
100 UNITS
----------
<S> <C> <C>
UNITHOLDER TRANSACTION EXPENSES (AS OF THE INITIAL DATE OF
DEPOSIT)
Initial Sales Charge Imposed on Purchase (as a percent-
age of offering price).................................. 2.50% $25.40
Deferred Sales Charge (as a percentage of principal
amount of securities)................................... 5.36%(1) 53.60
------ ------
7.86% $79.00
====== ======
ESTIMATED ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
Trustee's Fee............................................ 0.177% $ 1.77
Portfolio Supervision and Evaluation Fees................ 0.035% .35
Other Operating Expenses................................. 0.026% .26
------ ------
Total.................................................. 0.238% $ 2.38
====== ======
</TABLE>

EXAMPLE

<TABLE>
<CAPTION>
CUMULATIVE EXPENSES PAID FOR
PERIOD OF:
-------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
An investor would pay the following expenses
on a $1,000 investment, assuming the esti-
mated operating expense ratio of 2.38% on
the Trust and a 5% annual return on the in-
vestment throughout the periods............. $2.44 $7.69 $13.48 $30.68
</TABLE>

5
<PAGE>

- ---------------------
* Reference is made to the Trust Agreements, and any statements contained
herein are qualified in their entirety by the provisions of the Trust
Agreements.
The examples utilize a 5% annual rate of return as mandated by Securities and
Exchange Commission regulations applicable to mutual funds. The examples
should not be considered representations of past or future expenses or annual
rate of return; the actual expenses and annual rate of return may be more or
less than those assumed for purposes of the examples.
- --------
(1) The actual fee is .25% and .30% of the principal amount of securities per
Unit per year for Series 1 and Series 2, respectively, irrespective of
purchase or redemption price, deducted on each December 31 commencing on
December 31, 1996 and continuing through December 31, 2007 for Series 1
and through December 31, 2015 for Series 2. Units purchased subsequent to
the initial deferred sales charge payment will be subject to only that
portion of the deferred sales charge payments not yet collected (and the
applicable initial sales charge). Units redeemed or sold prior to such
time as the entire deferred sales charge on such Units has been collected
will not be assessed the amount of the remaining deferred sales charge at
the time of such redemption or sale and will be paid out of the proceeds
from such redemption or sale.

THE TRUST FUNDS

Kemper Defined Funds Series 37 includes the following separate unit investment
trusts created by the Sponsor under the name Kemper Defined Funds: "Rolling
Income Treasury Series 1," "Rolling Income Treasury Series 2," (the "Rolling
Income Treasury Series") and "U.S. Treasury Portfolio Series 15" (the "U.S.
Treasury Portfolio Series") (collectively, the "Trusts" or "Trust Funds").
Each of the Trust Funds is separate and is designated by a different series
number. Each of the Trust Funds was created under the laws of the State of
Missouri pursuant to a trust indenture dated the Initial Date of Deposit (the
"Trust Agreements") between Kemper Unit Investment Trusts, a service of Kemper
Securities, Inc. (the "Sponsor") and Investors Fiduciary Trust Company (the
"Trustee").*

The Rolling Income Treasury Series were formed for the purpose of providing
safety of capital and currently monthly distributions of interest through an
investment in a portfolio of U.S. Treasury Obligations that are backed by the
full faith and credit of the United States government. The Rolling Income
Treasury Series also seek to provide an extendible investment by reinvesting
the proceeds of maturing Securities into new U.S. Treasury securities with
similar maturities. This reinvestment strategy is designed to produce a higher
overall yield than shorter-term investments with less price volatility than
longer-term investments.

The U.S. Treasury Portfolio Series was formed for the purpose of providing
safety of capital and investment flexibility through an investment in a
portfolio of U.S. Treasury Obligations that are backed by the full faith and
credit of the United States government.

The Rolling Income Treasury Series and the U.S. Treasury Portfolio Series were
also formed for the purpose of providing protection against changes in
interest rates and also passing through to Unitholders in all states the
exemption from state personal income taxes afforded to direct owners of U.S.
obligations. The value of the Units, the estimated current return and the
estimated long-term return to new purchasers will fluctuate with the value of
the Securities in each portfolio which will generally decrease or increase
inversely with changes in interest rates.

6
<PAGE>

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

As used herein, the terms "Securities" and "Bonds" mean the obligations
initially deposited in the Trusts described under "Portfolio" for each Trust
(including all contracts to purchase such obligations accompanied by an
irrevocable letter of credit sufficient to perform such contracts initially
deposited in the Trusts) and any additional obligations deposited in the
Trusts following the Initial Date of Deposit. As used herein, the term "U.S.
Treasury Obligations" means the obligations (and contracts) included in the
Rolling Income Treasury Series and the U.S. Treasury Portfolio Series.

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 Funds as set forth under "Essential Information." Of
such principal amount, the amount specified in "Essential Information" was
deposited in each Trust. In exchange for the Securities so deposited, the
Trustee delivered to the Sponsor documentation evidencing the ownership of
that number of Units for each Trust as indicated under "Essential
Information." Each Trust 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 each 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 a 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 a 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 such 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 related Trust will remain the same.

Each Unit initially offered represents that undivided interest in the
appropriate Trust indicated under "Essential Information." To the extent that
any Units are redeemed by the Trustee or additional Units are issued as a
result of additional Securities being deposited by the Sponsor, the fractional
undivided interest in a Trust represented by each unredeemed Unit will
increase or decrease accordingly, although the actual interest in such 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 a 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 recent years, 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 37

We have audited the accompanying statements of condition and the related
portfolios of Kemper Defined Funds Series 37 (Rolling Income Treasury Series
1, Rolling Income Treasury Series 2 and U.S. Treasury Portfolio Series 15) as
of August 24, 1995. The statements of condition and portfolios 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 August 24, 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
37 (Rolling Income Treasury Series 1, Rolling Income Treasury Series 2 and
U.S. Treasury Portfolio Series 15) as of August 24, 1995, in conformity with
generally accepted accounting principles.

GRANT THORNTON LLP

Chicago, Illinois
August 24, 1995

8
<PAGE>

KEMPER DEFINED FUNDS SERIES 37

STATEMENTS OF CONDITION AT THE OPENING OF BUSINESS ON AUGUST 24, 1995, THE
INITIAL DATE OF DEPOSIT

<TABLE>
<CAPTION>
ROLLING ROLLING U.S.
INCOME INCOME TREASURY
TREASURY TREASURY PORTFOLIO
SERIES 1 SERIES 2 SERIES 15
-------- -------- ---------
<S> <C> <C> <C>
INVESTMENT IN SECURITIES
Securities deposited in the Trusts (1)............. $ $ $
Contracts to purchase Securities (1)...............
Accrued interest to First Settlement Date on Secu-
rities (1)(2).....................................
-------- -------- --------
Total............................................. $ $ $
======== ======== ========
Number of Units....................................
LIABILITY AND INTEREST OF UNITHOLDERS
Liability--
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 each "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 50,000 Units. For single transactions
involving 50,000 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 such 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 such Trust plus accrued interest plus the
applicable initial sales charge referred to in the tables below divided by the
number of outstanding Units of such Trust. For the Rolling Income Treasury
Series only, commencing on December 31, 1996, and on each December 31
thereafter, through December 31, 2007 in the case of Series 1 and through
December 31, 2015 in the case of Series 2, a deferred sales charge of .25% and
.30% of the principal amount of securities per Unit of Series 1 and Series 2,
respectively, will be assessed. The yearly amount of the deferred sales charge
applicable to the Rolling Income Treasury Series will accrue on a daily basis
from December 31 of the year preceding a deferred sales charge payment date.
Unitholders in such Trusts will be assessed that portion of the deferred sales
charge accrued from the time they became Unitholders of record. Units
purchased subsequent to the initial deferred sales charge payment will be
subject to only that portion of the deferred sales charge payments not yet
collected. This deferred sales charge will be paid from funds in the Interest
Account of the related Rolling Income Treasury Series, if sufficient, or from
the periodic sales of Securities. Trusts other than the Rolling Income
Treasury Series will be assessed a one time initial sales charge only. The
Public Offering Price for secondary market transactions, on the other hand, is
based on the aggregate bid side evaluations of the Securities in a Trust
(also, currently, as determined by Muller Data Corporation), plus or minus
cash, if any, in the Principal Account held or owned by such Trust, plus
accrued interest plus a sales charge based upon the dollar weighted average
maturity of such 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.

The initial sales charge per Unit for Rolling Income Treasury Series will be
reduced pursuant to the following graduated scale (the deferred portion of the
total sales charge will not be reduced):

<TABLE>
<CAPTION>
WEIGHTED AVERAGE YEARS TO MATURITY
-------------------------------------------
0 TO 1.99 2 TO 4.99
--------------------- ---------------------
PERCENT OF PERCENT OF PERCENT OF PERCENT OF
OFFERING NET AMOUNT OFFERING NET AMOUNT
TICKET SIZE* PRICE INVESTED PRICE INVESTED
- ------------ ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Less than $250,000.................. 1.60 1.626 2.50 2.564
$250,000 to $499,000................ 1.40 1.420 2.00 2.041
$500,000 to $999,999................ 1.25 1.266 1.50 1.523
$1,000,000 to $1,499,999**.......... 1.00 1.010 1.00 1.010
</TABLE>

- ---------------------
* The breakpoint sales charges are also applied on a Unit basis utilizing a
breakpoint equivalent in the above table of $10 per Unit and will be
applied on whichever basis is more favorable to the investor.
** For any transactions in excess of these amounts, contact the Sponsor for
the applicable sales charge.

10
<PAGE>

The sales charge per Unit for U.S. Treasury Portfolio Series will be reduced
pursuant to the following graduated scale:

<TABLE>
<CAPTION>
WEIGHTED AVERAGE YEARS TO MATURITY
-------------------------------------------
0 TO 2.99 3 TO 4.99
--------------------- ---------------------
PERCENT OF PERCENT OF PERCENT OF PERCENT OF
OFFERING NET AMOUNT OFFERING NET AMOUNT
TICKET SIZE* PRICE INVESTED PRICE INVESTED
- ------------ ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Less than $500,000.................. 1.75 1.781 1.95 1.989
$500,000 to $999,999................ 1.50 1.523 1.70 1.729
$1,000,000 to $1,499,999**.......... 1.25 1.266 1.30 1.317
</TABLE>

As indicated above, in connection with secondary market transactions the sales
charge is based upon the dollar weighted average maturity of a Trust and is
determined in accordance with the tables 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 a Trust based upon the dollar
weighted average maturity of such Trust's portfolio, in accordance with the
following schedules.

In connection with secondary market transactions of all U.S. Treasury
Portfolios, the sales charge per Unit will be reduced as set forth below:

<TABLE>
<CAPTION>
SECONDARY
----------------------------------------------------------------
DOLLAR WEIGHTED AVERAGE YEARS TO MATURITY
----------------------------------------------------------------
0-1.99 YEARS 2-2.99 YEARS 3-4.99 YEARS 5-6.99 YEARS 7-9.99 YEARS
DOLLAR AMOUNT OF TRADE ------------ ------------ ------------ ------------ ------------
- ---------------------- SALES CHARGE (PERCENT OF PUBLIC OFFERING PRICE)
<S> <C> <C> <C> <C> <C>
Less than $500,000...... 1.25% 1.50% 1.75% 2.25% 3.00%
$500,000-$999,999....... 1.00 1.25 1.50 1.75 2.50
$1,000,000-$1,499,999*.. 1.00 1.00 1.25 1.50 2.00
</TABLE>

- ---------------------
* For any transaction in excess of $1,499,999 contact the Sponsor for the
applicable sales charge.

The reduced sales charges resulting from quantity discounts as shown on the
tables 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 a 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.

11
<PAGE>

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 a Corporate
Income Series only, acquire Units of such 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 discretion of the Sponsor registered representatives
of selling firms to purchase Units of a Trust without a sales charge, although
a transaction processing fee may be imposed on such trades.

Had Units of a 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 a 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
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 a 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 a Trust change or the number of
outstanding Units of a Trust changes.

Although payment is normally made three 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 (monthly in the

12
<PAGE>

case of Ginnie Maes, if any) although a Trust accrues such interest daily.
Because of this, a 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 a
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 Trusts 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 a Trust, the 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 a 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 a Trust) by
the amount shown under "Essential Information." Under current market
conditions the bid prices for U.S. Treasury Obligations are expected to be
approximately 1/8 to 1/4 of 1% lower than the offer price of such obligations.
In the past, bid prices on securities similar to those in the Trust Funds 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 (except for an Insured State Trust or uninsured
State Trust which will be qualified for sale only in the state for which such
Trust is named). 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 Funds 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 tables below. Under the Glass-Steagall
Act, banks are prohibited from underwriting Trust Fund Units;

13
<PAGE>

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 a 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.

The concessions and agency commissions for each Rolling Income Treasury Series
are as follows:

<TABLE>
<CAPTION>
VOLUME
INITIAL SALES CHARGE DISCOUNTS** DEFERRED SALES CHARGE***
------------------------- ------------- -------------------------
FIRM SALES OR
SALE
ARRANGEMENT ANNUALIZED REGULAR
REGULAR CONCESSION OR ($1,000,000 CONCESSION OR AGENCY
AGENCY COMMISSION OR MORE) COMMISSION
------------------------- ------------- -------------------------
0-1.99 2-4.99
DOLLAR AMOUNT OF TRADE* 0-1.99 YEARS 2-4.99 YEARS YEARS YEARS 0-1.99 YEARS 2-4.99 YEARS
- ----------------------- ------------ ------------ ------ ------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
$0 to $249,999.......... .85% 1.55% .90% 1.60% .20% .25%
$250,000 to $499,999.... .75 1.25 .80 1.30 .20 .25
$500,000 to $999,999.... .70 1.00 .75 1.05 .20 .25
$1,000,000 to
$1,499,000**........... .55 .55 .55 .55 .20 .25
</TABLE>

- ---------------------
* The breakpoint discounts are also applied on a Unit basis utilizing a
breakpoint equivalent in the above table of $1,000 per 100 Units.
** For any transactions in excess of these amounts, contact the Sponsor for
the applicable concessions and agency commissions.
*** During the first year, the Sponsor will retain the entire amount of the
deferred sales charge collected per Unit. Commencing January 15, 1997 and
on the fifteenth day of each April, July, October and January throughout
the period in which the deferred sales charge is being collected, the
registered representative of record for each Unit on the first day of the
month of the respective distribution date will receive an amount equal to
the above stated annualized regular concession or agency commission per
Unit. The Sponsor will retain such amount in situations where there is no
registered representative on a given record date or there is genuine
concern as to the validity of the representative.

The primary market concessions or agency commissions for each U.S. Treasury
Portfolio Series are as follows:

<TABLE>
<CAPTION>
PRIMARY MARKET
-------------------------------------
VOLUME
DISCOUNTS**
-------------
FIRM SALES OR
SALE
REGULAR CONCESSION ARRANGEMENT
OR AGENCY ($1,000,000
COMMISSION OR MORE)
--------------------- -------------
0-2.99 3-4.99 0-2.99 3-4.99
DOLLAR AMOUNT OF TRADE* YEARS YEARS YEARS YEARS
- ----------------------- --------- --------- ------ ------
<S> <C> <C> <C> <C>
$0 to $499,999............................ 1.00% 1.10% 1.05% 1.20%
$500,000 to $999,999...................... .90 1.00 .95 1.10
$1,000,000 to $1,499,000***............... .75 .75 .80 .80
</TABLE>

- ---------------------
* The breakpoint discounts are also applied on a Unit basis utilizing a
breakpoint equivalent in the above table of $1,000 per 100 Units.

14
<PAGE>

** For U.S. Treasury Portfolio Series volume concessions of up to the amount
listed above 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 for firms who reach cumulative firm sales or sales arrangement
levels of at least $1 million. After a firm has met the respective minimum
volume level, volume concessions will be given on all trades originated
from or by that firm, starting on the Initial Date of Deposit, including
those placed prior to reaching the minimum level, and will continue to be
given during the entire initial offering period. Firm sales of any primary
U.S. Treasury Portfolio Series issued can be combined for the purposes of
achieving the volume discount. Only sales through Kemper qualify for volume
concessions and secondary purchases do not apply. Kemper Unit Investment
Trusts reserves the right to modify or change these parameters at any time
and make the determination of which firms qualify for the marketing
allowance and the amount paid.
*** For any transactions in excess of these amounts, contact the Sponsor for
the applicable concessions or agency commissions.

The secondary market concessions or agency commissions for all U.S. Treasury
Portfolio Series are as follows:

<TABLE>
<CAPTION>
SECONDARY MARKET
----------------------------------
DOLLAR WEIGHTED AVERAGE YEARS TO
DOLLAR AMOUNT OF TRADE* MATURITY
- ----------------------- 0-1.99 2-2.99 3-4.99 5-6.99 7-9.99
-----------------------------------------
DISCOUNT PER UNIT (PERCENT OF
PUBLIC OFFERING PRICE)
----------------------------------
<S> <C> <C> <C> <C> <C>
Less than $500,000........................... .75% 1.00% 1.05% 1.25% 2.00%
$500,000 to $999,999......................... .50 .75 .90 1.00 1.75
$1,000,000 to $1,499,999**................... .50 .50 .75 .75 1.50
</TABLE>

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

PROFITS OF SPONSOR AND UNDERWRITERS. In connection with the Rolling Income
Treasury Series and the U.S. Treasury Portfolio Series, the Sponsor will
receive gross sales charges equal to the percentage of the Public Offering
Price of the Units of such 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 a Trust Fund, which is based on the offering side
evaluation of the Securities. See "Portfolio" for each Trust. The Sponsor may
also realize profits or losses with respect to Securities deposited in a Trust
which were acquired from underwriting syndicates of which the Sponsor 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 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 a
Trust.

15
<PAGE>

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THE ROLLING INCOME TREASURY SERIES

THE TRUST PORTFOLIO

The Rolling Income Treasury Series were formed for the purpose of providing
safety of capital and current monthly distributions of interest through an
investment in a portfolio of U.S. Treasury Obligations that are backed by the
full faith and credit of the United States government. The Rolling Income
Treasury Series were also formed for the purpose of passing through to
Unitholders in all states the exemption from state personal income taxes
afforded to direct owners of U.S. obligations. Rolling Income Treasury Series
1 ("Series 1") seeks to provide an extendible investment by semi-annually
reinvesting, until approximately September 2005 (the "Reinvestment Period" for
Series 1), the proceeds of maturing Securities into new U.S. Treasury
securities ("Reinvestment Securities") with maturities of approximately two
years. Rolling Income Treasury Series 2 {"Series 2") seeks to provide an
extendible investment by annually reinvesting, until approximately June 2010
(the "Reinvestment Period" for Series 2), the proceeds of maturing Securities
into new U.S. Treasury securities ("Extension Securities") with maturities of
approximately five years. This reinvestment strategy is designed to produce a
higher overall yield than shorter-term investments with less price volatility
than longer-term investments. The Trusts have been designed to maintain an
average maturity no greater than 12 months and 2 1/2 years for Series 1 and
Series 2, respectively. The value of the Units, the estimated current return
and estimated long-term return to new purchasers will fluctuate with the value
of the Securities included in a portfolio which will generally increase or
decrease inversely with changes in interest rates.

In selecting U.S. Treasury Obligations for deposit in the Trusts, the
following factors, among others, were considered by the Sponsor: (a) the types
of such obligations available; (b) the prices and yields of such obligations
relative to other comparable obligations, including the extent to which such
obligations are traded at a premium or at a discount from par; and (c) the
maturities of such obligations.

REINVESTMENT

The initial portfolios of Series 1 and Series 2 consist of U.S. Treasury
Obligations with "laddered" maturities of approximately seven months to 25
months and ten months to 58 months, respectively. Therefore, approximately 25%
of the initial portfolio of Series 1 matures every six months while
approximately 20% of the initial portfolio of Series 2 matures annually. The
Sponsor is authorized to direct the reinvestment of the proceeds of each
maturing Security into Reinvestment Securities (a "Reinvestment").
Reinvestments at each maturity of Securities will continue through the
applicable Reinvestment Period and, assuming the Trusts do not terminate prior
thereto, it is anticipated that there will be 20 Reinvestments for Series 1
and 15 Reinvestments for Series 2 until principal distributions commence at
the end of the related Reinvestment Period.

"Reinvestment Securities" means Securities (i) issued by the U.S. Treasury;
(ii) with a fixed maturity date that is within one month of the second
anniversary of the maturity date of the Security the proceeds of which are
being reinvested in the Reinvestment Security; (iii) purchased at par or, in
order of preference, at a discount to, or premium over, par as close to par as
practicable; (iv) that could not cause Units of the Trust to cease to be rated
in the category AAA by Standard & Poor's; and (v) that are not when, as and if
issued obligations. The purchase of Reinvestment Securities shall not
disqualify a Trust as a "regulated investment company" under the Internal
Revenue Code.
ROLLING INCOME TREASURY SERIES
RITS-1
<PAGE>

The guidelines under which a Trust will purchase Reinvestment Securities take
into account price and maturity date. Whenever a U.S. Treasury security in a
Trust's portfolio matures, the Trust's buyers will purchase the most currently
available 2-year or 5-year U.S. Treasury security at par for the applicable
Trust. If no obligations are available at par, the buyer will select
obligations with a price as close as possible to par. To preserve the Trust's
par values, there will be a bias favoring discounts, when available.
Therefore, discounted obligations will be selected so long as the discount is
not more than three times the smaller premium available. That is, assuming no
maturity date differences, if there is an obligation available at a price of
$100.125, no alternative obligation will be selected at less than $99.625. If
obligations mature at different dates within the one month permissible, in
determining which obligation to purchase the Trust's buyers will increase the
premium of discount of the bond by 25 cents ( 1/4 point) for every month away
from the precise one year maturity date of the original obligation being
extended. There will be no attempt to delay the purchase of the Reinvestment
Securities to take advantage of market movements.

During the Reinvestment Period, the pro rata share of cash in the Principal
Account which has not been reinvested or committed for reinvestment will also
be computed as of the 1st day of the month and distributions to the
Unitholders as of the related Record Date will be made on the 15th day of the
related month. After the Reinvestment Period, the pro rata share of cash in
the Principal Account will also be computed as described above. Proceeds from
the disposition of any of the Securities or amounts representing principal on
the Securities received after such Record Date and prior to the following
Distribution Date will be held in the Principal Account and not distributed
until the next Distribution Date. The Trustee is not required to pay interest
on funds held in the Principal or Interest Account (but may itself earn
interest thereon and therefore benefits from the use of such funds) nor to
make a distribution from the Principal Account unless the amount available for
distribution shall equal at least $1.00 per 100 Units. See "General
Information--Unitholders--Distributions to Unitholders."

RISK FACTORS

The Securities are direct obligations of the United States and are backed by
its full faith and credit although the Units of the Trusts are not so backed.
The Securities are not rated but in the opinion of the Sponsor have credit
characteristics comparable to those of securities rated "AAA" by nationally
recognized rating agencies.

An investment in Units of a Trust 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 Securities and hence the Units will decline
with increases in interest rates. The high inflation of prior years, together
with the fiscal measures adopted to attempt to deal with it, have resulted in
wide fluctuations in interest rates and, thus, in the value of fixed rate debt
obligations generally. The Sponsor cannot predict whether such fluctuations
will continue in the future. For a discussion of other considerations
associated with an investment in Units, see "General Information--Trust
Information."

The reinvestment of the proceeds of maturing Securities into Reinvestment
Securities may result in Reinvestment Securities being acquired at a market
discount or a market premium. See "General Information--Trust Information" for
a discussion of market discounts and premiums.

ROLLING INCOME TREASURY SERIES
RITS-2
<PAGE>

KEMPER DEFINED FUNDS SERIES 37

ROLLING INCOME TREASURY, SERIES 1
PORTFOLIO AS OF THE INITIAL DATE OF DEPOSIT: AUGUST 24, 1995

<TABLE>
<CAPTION>
COST OF
SECURITIES
FACE TO
AMOUNT COUPON MATURITIES TRUST(1)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$100,000 5.125% March 31, 1996 $
100,000 6.000 September 30, 1996
100,000 6.625 March 31, 1997
100,000 5.500 September 30, 1997
- -------- -------
$400,000 $
======== =======
</TABLE>
- ---------------------
See "Notes to Portfolios."

KEMPER DEFINED FUNDS SERIES 37

ROLLING INCOME TREASURY, SERIES 2
PORTFOLIO AS OF THE INITIAL DATE OF DEPOSIT: AUGUST 24, 1995

<TABLE>
<CAPTION>
COST OF
SECURITIES
FACE TO
AMOUNT COUPON MATURITIES TRUST(1)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$100,000 6.000% June 30, 1996 $
100,000 5.625 June 30, 1997
100,000 5.125 June 30, 1998
100,000 6.750 June 30, 1999
100,000 5.875 June 30, 2000
- -------- -------
$500,000 $
======== =======
</TABLE>
- ---------------------
See "Notes to Portfolios."

NOTES TO PORTFOLIOS:

(1) Some Securities may be represented by contracts to purchase such
Securities. During the initial offering period, evaluations of Securities
are made on the basis of current offering side evaluations of the
Securities. The aggregate offering price is greater than the aggregate bid
price of the Securities, which is the basis on which Redemption Prices
will be determined for purposes of redemption of Units after the initial
offering period. Other information regarding the Securities in the Trust
Funds, at the opening of business on the Initial Date of Deposit, is as
follows:

<TABLE>
<CAPTION>
ROLLING ROLLING
INCOME INCOME
TREASURY TREASURY
TRUST SERIES 1 SERIES 2
----- -------- --------
<S> <C> <C>
Cost of Securities to Sponsor.............................. $ $
Profit or (Loss) to Sponsor................................ $ $
Annual Interest Income to Trust............................ $23,750 $29,375
Bid Side Value of Securities............................... $ $
</TABLE>

(2) This Security has been purchased at a deep discount from the par value
because there is little or no stated interest income thereon. Securities
which pay no interest are normally described as "zero coupon" bonds. Over
the life of Securities purchased at a deep discount the value of such
Securities will increase such that upon maturity the holders of such
securities will receive 100% of the principal amount thereof.
ROLLING INCOME TREASURY SERIES
RITS-3
<PAGE>

FEDERAL TAX STATUS

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

Each Rolling Income Treasury Series Trust is an association taxable as a
corporation under the Internal Revenue Code and intends to qualify for and
elect tax treatment as a "regulated investment company" under the Code. By
qualifying for and electing such treatment, such Trust will not be subject to
Federal income tax on net investment income or net capital gains distributed
to Unitholders of such Trust. The Code imposes a 4% excise tax on certain
undistributed income of a regulated investment company that does not timely
distribute certain percentages of its ordinary taxable income and capital
gains by the end of each calendar year. Each Trust intends to timely
distribute taxable income and capital gains to avoid the imposition of such
tax. Distributions of the entire net investment income of each trust is
required by the Indenture.

Distributions from a Trust, to the extent of the earnings and profits of such
Trust, will constitute dividends for Federal income tax purposes which are
taxable as ordinary income to Unitholders. Distributions of a Series' net
investment income and any net short-term capital gain will be taxable as
ordinary income to the Unitholders of such Trust. Distributions from each
Trust will not be eligible for the 70% dividends received deduction for
corporations.

Although distributions generally will be treated as distributed when paid,
distributions declared in October, November or December, payable to
Unitholders of record on a specified date in one of those months and paid
during January of the following year will be treated as having been
distributed by each Trust (and received by the Unitholders) on December 31 of
the year such distributions are declared.

Distributions which a Trust designates as capital gain dividends will be
taxable to Unitholders thereof as long-term capital gains, regardless of the
length of time the Units have been held by a Unitholder. Distributions in
partial liquidation, reflecting the proceeds of prepayments, redemptions,
maturities or sales of Securities from a Trust (exclusive of net capital gain)
will not be taxable to Unitholders of such Trust to the extent that they
represent a return of capital for tax purposes. The portion of distributions
which represents a return of capital will, however, reduce a Unitholder's
basis in his Units, and to the extent they exceed the basis of his Units will
be taxable as a capital gain. A Unitholder will realize a taxable gain or loss
when his Units are sold or redeemed for an amount different from his original
cost after reduction for previous distributors to the extent that they
represented a return of capital. Such gain or loss will constitute either a
long-term or short-term capital gain or loss depending upon the length of time
the Unitholder has held his Units. Any loss of Units held six months or less
will be treated as long-term capital loss to the extent of any long-term
capital gains dividends received (or deemed to have been received) by the
Unitholder with respect to such Units. For taxpayers other than corporations,
net capital gains are presently subject to a maximum stated marginal rate of
28%. However, it should be noted that legislative proposals are introduced
from time to time that affect tax rates and could affect relative differences
at which ordinary income and capital gains are taxed. A capital loss is long-
term if the asset is held for more than one year and short-term if held for
one year or less.

Under the Code, certain miscellaneous itemized deductions, such as investment
expenses, tax return preparation fees and employee business expenses, will be
deductible by individuals only to the extent they exceed 2% of adjusted gross
income. Miscellaneous itemized deductions subject to this limitation under
present law do not include expenses incurred by a Trust as long as the Units
of such Trust are held by or for 500 or more persons at all times during the
taxable year. In the event the Units of a Trust are
ROLLING INCOME TREASURY SERIES
RITS-4
<PAGE>

held by fewer than 500 persons, additional taxable income will be realized by
the individual (and other noncorporate) Unitholders in excess of the
distributions received from such Trust.

The Revenue Reconciliation Act of 1993 (the "Act") raised tax rates on
ordinary income while capital gains remain subject to a 28% maximum stated
rate. Because some or all capital gains are taxed at a comparatively lower
rate under the Act, the 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.

If a Security has been purchased by a Trust at a market discount (i.e., for a
purchase price less than its outstanding principal amount) unless the amount
of market discount is "de minimis" as specified in the Code, each payment of
principal on the Security will constitute ordinary income to such Series of
the Trust to the extent of any accrued market discount.

The market discount rules do not apply to stripped U.S. Treasury Obligations
because they are stripped debt instruments subject to special original issue
discount rules. Unitholders should consult their tax advisers as to the amount
of original issue discount which accrues.

Additional Units of a Trust may be issued after the Initial Date of Deposit in
respect of additional Securities deposited in such Trust by the Sponsor.
Because of possible market interest rate fluctuations, the purchase price to a
Trust of such additional Securities may differ from the purchase price of the
Securities in such Trust on the Initial Date of Deposit. If interest rates
decline and such additional Securities are purchased at a higher price than
the Securities originally deposited, then the amounts includable in the
taxable income of such Trust in proportion to the asset value of that Trust
will be reduced for all Unitholders thereof, not just the Unitholders of such
additional Units. Conversely, if interest rates rise and such additional
Securities are purchased at a lower price than the Securities originally
deposited, then the amounts includable in the taxable income of such Trust in
proportion to the asset value of that Trust will be increased for all
Unitholders thereof, not just the Unitholders of such additional Units.

Each Unitholder of each Trust shall receive an annual statement describing the
tax status of the distributions paid by such Trust. Foreign Unitholders should
consult their own tax advisers with respect to the tax consequences or
ownership of Units.

It should be remembered that even if distributions are reinvested; they are
still treated as distributions for income tax purposes.

TAX REPORTING AND REALLOCATION

Because each Trust receives interest and makes monthly distributions based
upon such Trust's expected total collections of interest and any anticipated
expenses, certain tax reporting consequences may arise. Each Trust is required
to report Unitholder information to the Internal Revenue Service ("IRS"),
based upon the actual collection of interest by such Trust on the securities
in such Trust, without regard to such Trust's expenses or to such 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 a Trust to the IRS
regardless of the
ROLLING INCOME TREASURY SERIES
RITS-5
<PAGE>

amount distributed to such Unitholder. If a Unitholder's share of taxable
income exceeds income distributions made by a Trust to such Unitholder, such
excess is in all likelihood attributable to the payment of miscellaneous
expenses of such 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. Alternatively, in certain cases, such excess may represent an increase
in the Unitholder's tax basis in the Units owned. Investors with questions
regarding these issues should consult with their tax advisers.

ESTIMATED CASH FLOWS TO UNITHOLDERS

The tables below set forth the per Unit estimated distributions of interest
and principal to Unitholders. The tables assume no changes in Trust expenses,
no redemptions or sales of the underlying U.S. Treasury Obligations prior to
maturity and the receipt of all principal due upon maturity and further
assumes an interest coupon rate at each Reinvestment equal to or less than the
yield on the current two and five year U.S. Treasury notes available at
auction as of the Initial Date of Deposit for Series 1 and Series 2,
respectively. To the extent the foregoing assumptions change actual
distributions will vary.

ROLLING INCOME TREASURY SERIES 1

<TABLE>
<CAPTION>
ESTIMATED ESTIMATED ESTIMATED
INTEREST PRINCIPAL TOTAL
DATES DISTRIBUTION* DISTRIBUTION DISTRIBUTION
------------------------------ ------------- ------------ ------------
<S> <C> <C> <C>
Oct. 15, 1995 0.04854 0.04854
Nov. 1, 1995 to Apr. 15, 1996 0.04550 0.04550
May 15, 1996 to Oct. 15, 1996 0.04754 0.04754
Nov. 15, 1996 to Apr. 15, 1997 0.04670 0.04670
May 15, 1997 to Oct. 15, 1997 0.04561 0.04561
Nov. 15, 1997 to Apr. 15, 1998 0.04686 0.04686
May 15, 1998 to Oct. 15, 1998 0.04686 0.04686
Nov. 15, 1998 to Apr. 15, 1999 0.04686 0.04686
May 15, 1999 to Oct. 15, 1999 0.04686 0.04686
Nov. 15, 1999 to Apr. 15, 2000 0.04686 0.04686
May 15, 2000 to Oct. 15, 2000 0.04686 0.04686
Nov. 15, 2000 to Apr. 15, 2001 0.04686 0.04686
May 15, 2001 to Oct. 15, 2001 0.04686 0.04686
Nov. 15, 2001 to Apr. 15, 2002 0.04686 0.04686
May 15, 2002 to Oct. 15, 2002 0.04686 0.04686
Nov. 15, 2002 to Apr. 15, 2003 0.04686 0.04686
May 15, 2003 to Oct. 15, 2003 0.04686 0.04686
Nov. 15, 2003 to Apr. 15, 2004 0.04686 0.04686
May 15, 2004 to Oct. 15, 2004 0.04686 0.04686
Nov. 15, 2004 to Apr. 15, 2005 0.04686 0.04686
May 15, 2005 to Oct. 15, 2005 0.04686 0.04686
Nov. 15, 2005 to Mar. 15, 2006 0.04686 0.04686
Apr. 15, 2006 0.04686 2.50000 2.54686
May 15, 2006 to Sep. 15, 2006 0.03509 0.03509
Oct. 15, 2006 0.03509 2.50000 2.53509
Nov. 15, 2006 to Mar. 15, 2007 0.02332 0.02332
Apr. 15, 2007 0.02332 2.50000 2.52332
May 15, 2007 to Sep. 15, 2007 0.01155 0.01155
Oct. 15, 2007 0.01155 2.50000 2.51155
</TABLE>
- --------
*Estimated Interest Distributions from November 15, 1987 through April 15,
2006 are identical due to assumptions regarding the ability of the Trust to
reinvest into U.S. Treasury Obligations substantially similar to those
initially deposited into the Trust. It is extremely unlikely that identical
U.S. Treasury Obligations will be available for reinvestment and, therefor,
actual Interest Distributions will most likely vary from the estimates set
forth above and each other.
ROLLING INCOME TREASURY SERIES
RITS-6
<PAGE>

ROLLING INCOME TREASURY SERIES 2

<TABLE>
<CAPTION>
ESTIMATED ESTIMATED ESTIMATED
INTEREST PRINCIPAL TOTAL
DATES DISTRIBUTION* DISTRIBUTION DISTRIBUTION
------------------------------ ------------- ------------ ------------
<S> <C> <C> <C>
Oct. 15, 1995 0.04744 0.04744
Nov. 15, 1995 to July 15, 1996 0.04448 0.04448
Aug. 15, 1996 to July 15, 1997 0.04504 0.04504
Aug. 15, 1997 to July 15, 1998 0.04623 0.04623
Aug. 15, 1998 to July 15, 1999 0.04826 0.04826
Aug. 15, 1999 to July 15, 2000 0.04758 0.04758
Aug. 15, 2000 to July 15, 2001 0.04835 0.04835
Aug. 15, 2001 to July 15, 2002 0.04835 0.04835
Aug. 15, 2002 to July 15, 2003 0.04835 0.04835
Aug. 15, 2003 to July 15, 2004 0.04835 0.04835
Aug. 15, 2004 to July 15, 2005 0.04835 0.04835
Aug. 15, 2005 to July 15, 2006 0.04835 0.04835
Aug. 15, 2006 to July 15, 2007 0.04835 0.04835
Aug. 15, 2007 to July 15, 2008 0.04835 0.04835
Aug. 15, 2008 to July 15, 2009 0.04835 0.04835
Aug. 15, 2009 to July 15, 2010 0.04835 0.04835
Aug. 15, 2010 to June 15, 2011 0.04835 0.04835
July 15, 2011 0.04835 2.00000 2.04835
Aug. 15, 2011 to June 15, 2012 0.03864 0.03864
July 15, 2012 0.03864 2.00000 2.03864
Aug. 15, 2012 to June 15, 2013 0.02892 0.02892
July 15, 2013 0.02892 2.00000 2.02892
Aug. 15, 2013 to June 15, 2014 0.01921 0.01921
July 15, 2014 0.01921 2.00000 2.01921
Aug. 15, 2014 to June 15, 2015 0.00950 0.00950
July 15, 2015 0.00950 2.00000 2.00950
</TABLE>
- ---------------------
*Estimated Interest Distributions from August 15, 2000 through July 15, 2011
are identical due to assumptions regarding the ability of the Trust to
reinvest into U.S. Treasury Obligations substantially similar to those
initially deposited into the Trust. It is extremely unlikely that identical
U.S. Treasury Obligations will be available for reinvestment and, therefor,
actual Interest Distributions will most likely vary from the estimates set
forth above and each other.
ROLLING INCOME TREASURY SERIES
RITS-7
<PAGE>

U.
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THE U.S. TREASURY PORTFOLIO SERIES

THE TRUST PORTFOLIO

U.S. Treasury Portfolio Series 15 was formed for the purpose of providing
safety of capital and investment flexibility through an investment in a
portfolio of U.S. Treasury Obligations that is backed by the full faith and
credit of the United States government. The U.S. Treasury Portfolio Series was
also formed for the purpose of providing protection against changes in interest
rates and also passing through to Unitholders in all states the exemption from
state personal income taxes afforded to direct owners of U.S. obligations. The
value of the Units, the estimated current return and estimated long-term return
to new purchasers will fluctuate with the value of the Securities included in a
portfolio which will generally increase or decrease inversely with changes in
interest rates.

The U.S. Treasury Portfolio Series may be an appropriate investment vehicle for
investors who desire to participate in a portfolio of taxable, fixed income
securities offering the safety of capital provided by an investment backed by
the full faith and credit of the United States. In addition, many investors may
benefit from the exemption from state and local personal income taxes that will
pass through the U.S. Treasury Portfolio Series to Unitholders in virtually all
states.

In selecting U.S. Treasury Obligations for deposit in the U.S. Treasury
Portfolio Series, the following factors, among others were, considered by the
Sponsor: (a) the types of such obligations available; (b) the prices and yields
of such obligations relative to other comparable obligations, including the
extent to which such obligations are traded at a premium or at a discount from
par; and (c) the maturities of such obligations.

RISK FACTORS

The Securities are direct obligations of the United States and are backed by
its full faith and credit although the Units of a Trust are not so backed. The
Securities are not rated but in the opinion of the Sponsor have credit
characteristics comparable to those of securities rated "AAA" by nationally
recognized rating agencies.

An investment in Units of a Trust 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 Securities and hence the Units will decline with
increases in interest rates. The high inflation of prior years, together with
the fiscal measures adopted to attempt to deal with it, have resulted in wide
fluctuations in interest rates and, thus, in the value of fixed rate debt
obligations generally. The Sponsor cannot predict whether such fluctuations
will continue in the future. For a discussion of other considerations
associated with an investment in Units, see "General Information--Trust
Information."
US-1
U.S. TREASURY PORTFOLIO SERIES
<PAGE>

KEMPER DEFINED FUNDS SERIES 37

U.S. TREASURY PORTFOLIO, SERIES 15
PORTFOLIO AS OF THE INITIAL DATE OF DEPOSIT: AUGUST 24, 1995

<TABLE>
<CAPTION>
COST OF
SECURITIES
FACE TO
AMOUNT COUPON MATURITIES TRUST(1)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$ % $
%
%
%
%
- -------- --------
$ $
======== ========
</TABLE>
- ---------------------
See "Notes to Portfolios."

NOTES TO PORTFOLIOS:

<TABLE>
<CAPTION>
U.S.
TREASURY
SERIES
TRUST 15
----- --------
<S> <C>
Cost of Securities to Sponsor...................................... $
Profit or (Loss) to Sponsor........................................ $
Annual Interest Income to Trust.................................... $
Bid Side Value of Securities....................................... $
</TABLE>

FEDERAL TAX STATUS

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

(1) Each Trust is not an association taxable as a corporation for Federal
income tax purposes and each Unitholder will be treated as the owner of a
pro rata portion of such Trust under the Internal Revenue Code of 1986, as
amended (the "Code") and income of such Trust will be treated as the income
of the Unitholders under the Code.

(2) Each Unitholder will have a taxable event when a Trust disposes of a
U.S. Treasury Obligation, or when the Unitholder redeems or sells his
Units. Unitholders must reduce the tax basis of their Units for their share
of accrued interest received by a Trust, if any, on U.S. Treasury
Obligations delivered after the Unitholders pay for their Units to the
extent that such interest accrued on such U.S. Treasury Obligations during
the period from the Unitholder's settlement date to the date such U.S.
Treasury Obligations are delivered to a Trust 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
U.S. Treasury Obligations (whether by sale, payment on maturity, redemption
or otherwise), 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 the Unitholder's
basis for his or her fractional interest in the asset disposed of. In the
case of a Unitholder who purchases Units, such basis (before adjustment for
earned original issue discount, amortized bond premium and accrued market
discount (if the Unitholder has elected to include such market discount in
income as it accrues), if any) is determined by apportioning the cost of
the Units among each of a Trust assets ratably according to value as of the
date of acquisition of the Units. the tax cost reduction requirements of
said 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 his original cost.

(3) Certain Trusts may contain "zero coupon" Stripped Treasury Securities.
The basis of each Unit and of each U.S. Treasury Obligation 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 U.S.
Treasury Obligation which was purchased by a 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 Stripped
Treasury Securities held by a Trust are treated as bonds that were
originally issued at an original issue discount provided, pursuant to a
Treasury Regulation (the "Regulation") issued on December 28, 1992, that
the amount of original issue discount determined under Section 1286 of the
Code is not less than a "de minimis" amount as determined thereunder.
Because the Stripped Treasury Securities represent interests in "stripped"
U.S. Treasury bonds, a Unitholder's initial cost for his pro rata portion
of each Stripped Treasury Security held by a Trust (determined at the time
he acquires his Units, in the manner described above) will be treated as
its "purchase price" by the Unitholder. Original issue discount is
effectively treated as interest for Federal income tax purposes, and the
amount of original issue discount in this case is generally the difference
between the bond's purchase price and its stated redemption price at
maturity. A Unitholder will be required to include in gross income for each
taxable year the sum of his daily portions of original issue discount
attributable to the Stripped Treasury Securities held by a Trust as such
original issue discount accrues and will, in general, be subject to Federal
income tax with respect to the total amount of such original issue discount
that accrues for such year even though the income is not distributed to the
Unitholders during such year to the extent it is not less than a
US-3
U.S. TREASURY PORTFOLIO SERIES
<PAGE>

"de minimis" amount as determined under the Regulation. To the extent the
amount of such discount is less than the respective "de minimis" amount,
such discount shall be treated as zero. In general, original issue discount
accrues daily under a constant interest rate method which takes into
account the semi-annual compounding of accrued interest. In the case of the
Stripped Treasury Securities, this method will generally result in an
increase amount of income to the Unitholders each year. Unitholders should
consult their tax advisers regarding the Federal income tax consequences
and accretion of original issue discount.

(4) The Unitholder's aliquot share of the total proceeds received on the
disposition of, or principal paid with respect to, a U.S. Treasury
Obligation held by a Trust will constitute ordinary income (which will be
treated as interest income for most purposes) to the extent it does not
exceed the accrued market discount on such U.S. Treasury Obligation that
has not previously been included in taxable income by such Unitholder. A
Unitholder may generally elect to include market discount in income as such
discount accrues. In generally, market discount is the excess, if any, of
the Unitholder's pro rata portion of the outstanding principal balance of a
U.S. Treasury Obligation over the Unitholder's initial tax cost for such
pro rata portion, determined at the time such Unitholder acquires his
Units. However, market discount with respect to any U.S. Treasury
Obligation will generally be considered zero if it does not exceed the
statutorily defined "de minimis" amount. The market discount rules do not
apply to Stripped Treasury Securities because they are stripped debt
instruments subject to special original issue discount rules as discussed
above. If a Unitholder sells his Units, gain, if any, will constitute
ordinary income to the extent of the aggregate of the accrued market
discount on the Unitholder's pro rata portion of each U.S. Treasury
Obligation that is held by a Trust that has not previously been included in
taxable income by such Unitholder. In general, market discount accrues on a
ratable basis unless the Unitholder elects to accrue such discount on a
constant interest rate basis. However, a unitholder should consult his own
tax adviser regarding the accrual of market discount. The deduction by a
Unitholder for any interest expense incurred to purchase or carry Units
will be reduced by the amount of any accrued market discount that has not
yet been included in taxable income by such Unitholder. In general, the
portion of any interest expense which is not currently deductible would be
ultimately deductible when the accrued market discount is included in
income.

(5) The Code provides that "miscellaneous itemized deductions" are
allowable only to the extent that they exceed two percent of an individual
taxpayer's adjusted gross income. Miscellaneous itemized deductions subject
to this limitation under present law include a Unitholder's pro rata share
of expenses paid by a Trust, including fees of the Trustee and the
Evaluator but does not include amortizable bond premium on U.S. Treasury
Obligations held by a Trust.

"The Revenue Reconciliation Act of 1993" (the "Tax Act") raised tax rates on
ordinary income while capital gains remain subject to a 28% 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.

The Sponsor believes that Unitholders who are individuals will not be subject
to any state personal income taxes on the interest received by a Trust and
distributed to them. However, Unitholders (including individuals) may be
subject to state and local taxes on any capital gains (or market discount
treated as ordinary income) derived from a Trust and to other state and local
taxes (including corporate income or
US-4
U.S. TREASURY PORTFOLIO SERIES
<PAGE>

franchise taxes, personal property or intangibles taxes, and estate or
inheritance taxes) on their Units or the income derived therefrom. In
addition, individual Unitholders (and any other Unitholders which are not
subject to state and local taxes on the interest income derived from a Trust)
will probably not be entitled to a deduction for state and local tax purposes
for their share of the fees and expenses paid by a Trust, for any amortized
bond premium or for any interest on indebtedness incurred to purchase or carry
their Units. Therefore, even though the Sponsor believes that interest income
from a Trust is exempt from state personal income taxes in all states
Unitholders should consult their own tax advisers with respect to state and
local taxation.

A Unitholder of a Trust who is not a citizen or resident of the United States
or a United States domestic corporation (a "Foreign Investor") will not be
subject to U.S. Federal income taxes, including withholding taxes on amounts
distributed from such Trust (including any original issue discount) on, or any
gain from the sale or other disposition of, his Units or the sale or
disposition of any U.S. Treasury Obligations by the Trustee, provided that (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)
with respect to any gain, the Foreign Investor (if an individual) is not
present in the United States for 183 days or more during the taxable year, and
(iii) the Foreign Investor provides the required certification of his status
and of the matters contained in clauses (i) and (ii) above, and further
provided that the exemption from withholding for U.S. Federal income taxes for
interest on any U.S. Treasury Obligation shall only apply to the extent the
U.S. Treasury Obligation was issued by July 18, 1984.

Unless an applicable treaty exemption applies and proper certification is
made, amounts otherwise distributable by the Trust to a Foreign Investor will
generally be subject to withholding taxes under Section 1441 of the Code
unless the Unitholder timely provides his financial representative or the
Trustee with a statement that (i) is signed by the Unitholder under penalties
of perjury, (ii) certifies that such Unitholder is not a United States person,
or in the case of an individual, that he is neither a citizen nor a resident
of the United States, and (iii) provides the name and address of the
Unitholder. The statement may be made, at the option of the person otherwise
required to withhold, on Form W-8 or on a substitute form that is
substantially similar to Form W-8. If the information provided on the
statement changes, the beneficial owner must so inform the person otherwise
required to withhold within 30 days of such change.

Foreign Unitholders should consult their own tax advisers with respect to the
foreign and United States tax consequences or ownership of Units.

It should be remembered that even if distributions are reinvested, they are
still treated as distributions for income tax purposes.

It should also be remembered that Unitholders may be required for Federal
income tax purposes to include amounts in ordinary gross income in advance of
the receipt of the cash attributable to such income.

If a Unitholder does not elect to annually include accrued market discount in
taxable income as it accrues, deduction for any interest expense incurred by
the Unitholder which is incurred to purchase or
US-5
U.S. TREASURY PORTFOLIO SERIES
<PAGE>

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.

The tax basis of a Unitholder with respect to his interest in a U.S. Treasury
Obligation is increased by the amount of original issue discount (and market
discount, if the Unitholder elects to include market discount, if any, on the
U.S. Treasury Obligations held by a 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.

A Unitholder will recognize taxable capital gain (or loss) when all or part of
his pro rata interest in a U.S. Treasury Obligation 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 U.S. Treasury Obligation
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 U.S. Treasury Obligation 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. 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 the U.S. Treasury Obligations 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.

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 had not been notified that payments to the Unitholder are subject
to back-up withholding. If the proper taxpayer identification number and
appropriate certification are not provided when requested, distributions by a
Trust to such Unitholder will be subject to back up withholding.

TAX REPORTING AND REALLOCATION

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 a 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 a Trust to such
Unitholder, such excess is in all likelihood attributable to the payment of
miscellaneous expenses of such 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. Alternatively, in certain cases, such
excess may represent an increase in the Unitholder's tax basis in the Units
owned. Investors with questions regarding these issues should consult with
their tax advisers.

ESTIMATED CASH FLOWS TO UNITHOLDERS

U.S. TREASURY PORTFOLIO SERIES 15

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

</TABLE>
US-7
U.S. TREASURY PORTFOLIO SERIES
<PAGE>

G
E
N
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A
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I
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F
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GENERAL INFORMATION

RATING OF UNITS

Standard & Poor's, a Division of The McGraw-Hill Companies, Inc. ("Standard &
Poor's") has rated the Units of any Rolling Income Treasury Series, U.S.
Treasury Portfolio Series or GNMA Portfolio Series "AAA." Because the
Securities in an Insured Trust Fund in a Tax-Exempt Portfolio Series or an
Insured Corporate Series are insured as to the scheduled payment of principal
and interest and on the basis of the financial condition and the method of
operation of the insurance companies referred to in "Insurance on the Bonds"
for each such Trust, Standard & Poor's has also rated the Units of any Insured
Trust Fund "AAA." This is the highest rating assigned by Standard & Poor's.
Standard & Poor's has been compensated by the Sponsor for its services in
rating Units of the Trust Funds.

A Standard & Poor's rating (as described by Standard & Poor's) on the units of
an investment trust (hereinafter referred to collectively as "units" or
"trust") is a current assessment of creditworthiness with respect to the
investments held by such trust. This assessment takes into consideration the
financial capacity of the issuers and of any guarantors, insurers, lessees, or
mortgagors with respect to such investments. The assessment, however, does not
take into account the extent to which trust expenses or portfolio asset sales
for less than the trust's purchase price will reduce payment to the Unitholder
of the interest and principal required to be paid on the portfolio assets. In
addition, the rating is not a recommendation to purchase, sell, or hold units,
inasmuch as the rating does not comment as to market price of the units or
suitability for a particular investor.

Trusts rated "AAA" are composed exclusively of assets that are rated "AAA" by
Standard & Poor's or have, in the opinion of Standard & Poor's, credit
characteristics comparable to assets rated "AAA," or certain short-term
investments. Standard & Poor's defines its "AAA" rating for such assets as the
highest rating assigned by Standard & Poor's to a debt obligation. Capacity to
pay interest and repay principal is very strong.

Securities in an Insured Trust Fund for which insurance has been obtained by
the Issuer or the Sponsor (all of which were rated "AAA" by Standard & Poor's
and/or "Aaa" by Moody's Investors Service, Inc.) may or may not have a higher
yield than uninsured Securities rated "AAA" by Standard & Poor's or "Aaa" by
Moody's Investors Service, Inc. In selecting Securities for the portfolios of
an Insured Trust Fund, the Sponsor has applied the criteria hereinbefore
described.

TRUST INFORMATION

Because certain of the Securities in certain of the Trusts 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 a 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 a 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 such Trust.

Securities in certain of the Trust Funds may have been purchased on a "when,
as and if issued" or delayed delivery basis with delivery expected to take
place after the First Settlement Date. See "Notes to Portfolios" for each
Trust. Accordingly, the delivery of such Securities may be delayed or may not
occur. Interest on these Securities begins accruing to the benefit of
Unitholders on their respective dates of
GI-1
GENERAL INFORMATION
<PAGE>

delivery. To the extent any Municipal Bonds in a Tax-Exempt Portfolio are
actually delivered to such Trust after their respective expected dates of
delivery, Unitholders who purchase Units in such Trust prior to the date such
"when, as and if issued" or "delayed delivery" Municipal Bonds are actually
delivered to the Trustee would, to the extent such income is not offset by a
reduction in the Trustee's fee (or, to the extent necessary, other expenses),
be required to reduce their tax basis in their Units of such Trust since the
interest accruing on such Municipal Bonds during the interval between their
purchase of Units and the actual delivery of such Municipal Bonds would, for
tax purposes, be considered a non-taxable return of principal rather than as
tax-exempt interest. The result of such adjustment, if necessary, would be,
during the first year only, that the Estimated Long-Term Returns may be, and
the Estimated Current Returns would be, slightly lower than those shown
herein, assuming such Trust portfolios and estimated annual expenses do not
vary. See footnote (4) to "Essential Information." Unitholders of all Trusts
will be "at risk" with respect to any "when, as and if issued" or "delayed
delivery" Securities included in their respective Trust (i.e., may derive
either gain or loss from fluctuations in the evaluation of such Securities)
from the date they commit for Units.

The Replacement Securities must be purchased within 20 days after delivery of
the notice that a contract to deliver a Security will not be honored and the
purchase price may not exceed the amount of funds reserved for the purchase of
the Failed Securities. The Replacement Securities (i) must be payable in
United States currency, (ii) 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, (iii) shall not be "when, as and
if issued" or restricted securities, (iv) must satisfy any rating criteria for
Securities originally included in such Trust, (v) not cause the Units of such
Trust to cease to be rated AAA by Standard & Poor's. if the Units were so
rated on the Initial Date of Deposit and (vi) in the case of Insured Trust
Funds must be insured prior to acquisition by a Trust. In connection with an
Insured Corporate Series only, Replacement Securities also must (i) be
intermediate or long-term, as applicable, 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 issued after
July 18, 1984 if interest thereon is United States source income and (iii)
have a fixed maturity of at least 10 years. In connection with a Corporate
Income Series only, Replacement Securities also must (i) be 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 issued after July 18, 1984 and (iii) have a fixed maturity
of at least 6 years. In connection with a Tax-Exempt Portfolio only,
Replacement Securities must also (i) be tax-exempt bonds issued by the
appropriate state or counties, municipalities, authorities or political
subdivisions thereof and (ii) have a fixed maturity date of at least 3 years
if the bonds are to be deposited in a trust other than a long-term trust or at
least 10 years if the bonds are to be deposited in a long-term trust. Whenever
a Replacement Security is acquired for a 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 all of the Securities in a Trust are
acquired, the Trustee will have no power to vary the investments 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
GI-2
GENERAL INFORMATION
<PAGE>

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 such 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 a Trust, the net annual
interest income per Unit for such Trust would be reduced and the Estimated
Current Return and Estimated Long-Term Return might be lowered.

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 a
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 a 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 "Portfolio" for each
Trust. 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 a Trust, unless utilized to pay for Units tendered for redemption, will
be distributed to Unitholders of such Trust and will not be used to purchase
additional Securities for such Trust. Accordingly, any such call, redemption,
sale or maturity will reduce the size and diversity of a Trust and the net
annual interest income of such 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 "Federal Tax Status" for each Trust. Information with respect
to the call provisions and maturity dates of the Securities is contained in
"Portfolio" for each Trust.

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 each Trust's minimum investment requirement of one Unit. Fractions
of Units will be computed to three decimal points. To the
GI-3
GENERAL INFORMATION
<PAGE>

extent that Units of a Trust are redeemed, the principal amount of Securities
in such Trust will be reduced and the undivided fractional interest
represented by each outstanding Unit of such Trust will increase. See "General
Information--Redemption."

Certain of the Securities in certain of the Trusts 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
Trusts 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 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 "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 in certain of the Trust Funds 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 "Federal Tax Status"
for each Trust.

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 Funds. The
Sponsor and the Trustee shall not be liable in any way for any default,
failure or defect in any Security.

RETIREMENT PLANS

Units of the Trusts (other than a Tax-Exempt Portfolio) 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.
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GENERAL INFORMATION
<PAGE>

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 Trusts 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 $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 a 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
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<PAGE>

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 a 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 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
Trusts, 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 each
Trust were as set forth in the "Essential Information" for each 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
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<PAGE>

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 a 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 a Trust, it
may be necessary for the Sponsor or Trustee to pay on the dates for delivery
of such Securities amounts covering accrued interest 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 that Trust.

Payments received in respect of mortgages underlying Ginnie Maes in each
series of a GNMA Portfolio will consist of a portion representing interest and
a portion representing principal. Although the aggregate monthly payment made
by the obligor on each mortgage remains constant (aside from optional
prepayments of principal), in the early years most of each such payment will
represent interest, while in later years, the proportion representing interest
will decline and the proportion representing principal will increase. However,
by reason of optional prepayments, principal payments in the earlier years on
mortgages underlying Ginnie Maes may be substantially in excess of those
required by the amortization schedules of such mortgages. Therefore, principal
payments in later years may be substantially less since the aggregate unpaid
principal balances of such underlying mortgages may have been greatly reduced.
To the extent that the underlying mortgages bearing higher interest rates in a
GNMA Portfolio are prepaid faster than the other underlying mortgages, the net
annual interest rate per Unit and the Estimated Current Return on the Units of
a GNMA Portfolio can be expected to decline. Monthly payments to the
Unitholders of a GNMA Portfolio will reflect all of these factors.

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 Funds 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
such Trusts, 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 Trusts.
The aggregate bid prices of the underlying Securities in each 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
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GENERAL INFORMATION
<PAGE>

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 any 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 third business day following
the day on which a tender for redemption is received (the "Redemption Date")
by payment of cash equivalent to the Redemption Price for such 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 such 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 such Trust. The Trustee is empowered to sell Securities
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GENERAL INFORMATION
<PAGE>

for a Trust in order to make funds available for the redemption of Units of
such 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 a Trust will be reduced.

In the case of a Rolling Income Treasury Series, a U.S. Treasury Portfolio or
a GNMA Portfolio, Securities will be sold by the Trustee so as to maintain, as
closely as practicable, the original percentage relationship between the
principal amounts of the Securities in such Trusts. The Securities to be sold
for purposes of redeeming Units will be selected from a list supplied by the
Sponsor. The Securities will be chosen for this list by the Sponsor on the
basis of such market and credit factors as it may determine are in the best
interests of such Trusts. Provision is made under the related Trust Agreements
for the Sponsor to specify minimum face amounts in which blocks of Securities
are to be sold in order to obtain the best price available. While such minimum
amounts may vary from time to time in accordance with market conditions, it is
anticipated that the minimum face amounts which would be specified would range
from $25,000 to $100,000. Sales may be required at a time when the Securities
would not otherwise be sold and might result in lower prices than might
otherwise be realized. Moreover, due to the minimum principal amount in which
U.S. Treasury Obligations and Ginnie Maes may be required to be sold, the
proceeds of such sales may exceed the amount necessary for payment of Units
redeemed. To the extent not used to meet other redemption requests in such
Trusts, such excess proceeds will be distributed pro rata to all remaining
Unitholders of record of such Trusts, unless reinvested in substitute
Securities. See "General Information--Investment Supervision."

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 Agreements; 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 each 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:

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;
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GENERAL INFORMATION
<PAGE>

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 Trusts"; (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 any 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 each 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 each 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 such
Trust. All other receipts are credited by the Trustee to a separate Principal
Account for 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 (monthly in the case of a
GNMA Portfolio), during the initial months of the Trusts, the Interest Account
of each 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" for each Trust, the Trustee will commence distributions, in part
from funds advanced by the Trustee.
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GENERAL INFORMATION
<PAGE>

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 a 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 a Trust sell or redeem all
or a portion of their Units, they will be paid their proportionate share of
the accrued interest of such 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 Trusts at a low level, all Unitholders of record in such 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.

Unitholders of a U.S. Treasury Portfolio which contains Stripped Treasury
Securities should note that Stripped Treasury Securities are sold at a deep
discount because the buyer of those securities obtains only the right to
receive a future fixed payment on the security and not any rights to periodic
interest payments thereon. Purchasers of these Securities acquire, in effect,
discount obligations that are economically identical to the "zero-coupon
bonds" that have been issued by corporations. Zero coupon bonds are debt
obligations which do not make any periodic payments of interest prior to
maturity and accordingly are issued at a deep discount. Under generally
accepted accounting principles, a holder of a security purchased at a discount
normally must report as an item of income for financial accounting purposes
the portion of the discount attributable to the applicable reporting period.
The calculation of this attributable income would be made on the "interest"
method which generally will result in a lesser amount of includible income in
earlier periods and a correspondingly larger amount in later periods. For
Federal income tax purposes, the inclusion will be on a basis that reflects
the effective compounding of accrued but unpaid interest effectively
represented by the discount. Although this treatment is similar to the
"interest" method described above, the "interest" method may differ to the
extent that generally accepted accounting principles permit or require the
inclusion of interest on the basis of a compounding period other than the
semi-annual period. See "Federal Tax Status" for the U.S. Treasury Portfolios,
if any.

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 Trusts 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 a 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 a 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 Agreements 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 such Trust.
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GENERAL INFORMATION
<PAGE>

The Trustee will distribute on each Distribution Date or shortly thereafter,
to each Unitholder of record of a 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 such 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. Notwithstanding the foregoing, the Trustee will make a distribution to
Unitholders of all principal relating to maturing U.S. Treasury Obligations in
any Trust within twelve business days of the date of such maturity unless such
principal is reinvested in Reinvestment Securities in connection with a
Rolling Income Treasury Series.

In connection with GNMA Portfolios only, the terms of the Ginnie Maes provide
for payment to the holders thereof (including a GNMA Portfolio) on the
fifteenth day of each month of amounts collected by or due to the issuers
thereof with respect to the underlying mortgages during the preceding month.
The Trustee will collect the interest due a GNMA Portfolio on the Securities
therein as it becomes payable and credit such interest to a separate Interest
Account for such GNMA Portfolio created by the Indenture. Distributions will
be made to each Unitholder of record of a GNMA Portfolio on the appropriate
Distribution Date (see "Essential Information") and will consist of an amount
substantially equal to such Unitholder's pro rata share of the cash balances,
if any, in the Interest Account, the Principal Account and any Capital Gains
Account of such GNMA Portfolio, computed as of the close of business on the
preceding Record Date.

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.

The accounts of each 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 such Trust. The accountants' report will be furnished by the
Trustee to any Unitholder of such 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 applicable Trust:

A. As to the Interest Account:

1. The amount of interest received on the Securities (and for Tax-Exempt
Portfolios, the percentage of such amount by states and territories in which
the issuers of such Securities are located);

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 Trusts";

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;
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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 Trusts";

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 (and Capital Gains Account, if applicable) separately
stated, expressed both as total dollar amounts and as dollar amounts per Unit
outstanding on the Record Dates for each such distribution.

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 a 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
any Trust in any manner, except to vote with respect to the amendment of the
Trust Agreements or termination of any Trust.

INVESTMENT SUPERVISION

The Sponsor may not alter the portfolios of the Trusts 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 Trusts 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 a 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 such 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
GI-13
GENERAL INFORMATION
<PAGE>

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 a Trust for
the purpose of redeeming Units of such 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 any Trust. For information relating to the
responsibilities of the Trustee under the Trust Agreements, reference is made
to the material set forth under "General Information--Unitholders."

In accordance with the Trust Agreements, 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 each Trust. Such
books and records shall be open to inspection by any Unitholder of such 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 Agreements 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 each Trust. Pursuant to the Trust Agreements, the Trustee
may employ one or more agents for the purpose of custody and safeguarding of
Securities comprising the Trusts.

Under the Trust Agreements, the Trustee or any successor trustee may resign
and be discharged of its duties created by the Trust Agreements 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 Agreements. 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.
GI-14
GENERAL INFORMATION
<PAGE>

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 Trusts 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 Agreements 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 Agreements with respect to the Trusts 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 such 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 such Trust. In no event shall any Trust Agreement be
amended to increase the number of Units of a Trust issuable thereunder or to
permit, except in accordance with the provisions of such Trust Agreement, the
acquisition of any Securities in addition to or in substitution for those
initially deposited in a Trust. The Trustee shall promptly notify Unitholders
of the substance of any such amendment.

The Trust Agreements provide that the Trusts shall terminate upon the
maturity, redemption or other disposition of the last of the Securities held
in a Trust. If the value of a 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. A
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 a
Trust, written notice thereof will be sent by the Trustee to all Unitholders
of such Trust. Within a reasonable period after termination, the Trustee will
sell any Securities remaining in such 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
(and Capital Gains Account, if applicable) of such 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
Agreements 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.
GI-15
GENERAL INFORMATION
<PAGE>

The Trustee: The Trust Agreements provide 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 Agreements contain 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 Agreements provide 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 Trusts a surveillance fee for services performed
for the Trusts in an amount not to exceed that amount set forth in "Essential
Information" but in no event will such compensation, 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 related 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 Trusts. The
Sponsor and other Underwriters have borne all the expenses of creating and
establishing the Trusts including the cost of the initial preparation,
printing and execution of the Prospectus, Trust Agreements 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 a Trust at any time during
the period. In no event shall the Trustee be paid less than $2,000 per Trust
in any one year. 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 Agreements 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 each 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 such Trust at any time during such monthly period.
GI-16
GENERAL INFORMATION
<PAGE>

The Trustee's and Evaluator's fees are deducted first from the Interest
Account of a 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 a Trust to meet scheduled distributions).

The following additional charges are or may be incurred by the Trusts: (a)
fees for the Trustee's extraordinary services; (b) expenses of the Trustee
(including legal and auditing expenses and insurance costs for Insured Trust
Funds, 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 a 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 a 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
Trusts. The fees and expenses set forth herein are payable out of the
appropriate Trust and, when owing to the Trustee, are secured by a lien on
such Trust. Fees or charges relating to a Trust shall be allocated to each
Trust in the same ratio as the principal amount of such Trust bears to the
total principal amount of all Trusts. Fees or charges relating solely to a
particular Trust shall be charged only to such Trust.

Fees and expenses of the Trusts 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 any Trust such amounts, if any, as it deems necessary to
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 a 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
December 31, 1994, the total stockholder's equity of Kemper Securities, Inc.
was $252,676,937.

If at any time the Sponsor shall fail to perform any of its duties under the
Trust Agreements 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
GI-17
GENERAL INFORMATION
<PAGE>

prescribed by the Securities and Exchange Commission, or (b) terminate the
Trust Agreements and liquidate the Trusts as provided therein, or (c) continue
to act as Trustee without terminating the Trust Agreements.

The foregoing financial information with regard to the Sponsor relates to the
Sponsor only and not to these Trusts. 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 Trusts. 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 statements of condition and the related portfolios 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-18
GENERAL INFORMATION
<PAGE>

<TABLE>
<CAPTION>
PAGE
CONTENTS ------
<S> <C>
SUMMARY.................................................................. 2
ESSENTIAL INFORMATION.................................................... 3
THE TRUST FUNDS.......................................................... 6
REPORT OF INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS............................................................ 8
STATEMENTS OF CONDITION.................................................. 9
PUBLIC OFFERING OF UNITS................................................. 10
Public Offering Price................................................... 10
Accrued Interest........................................................ 12
Comparison of Public Offering Price and Redemption Price................ 13
Public Distribution of Units............................................ 13
Profits of Sponsor and Underwriters..................................... 15
THE ROLLING INVESTMENT TREASURY SERIES................................... RITS-1
The Trust Portfolio..................................................... RITS-1
Reinvestment............................................................ RITS-1
Risk Factors............................................................ RITS-2
Portfolios.............................................................. RITS-3
Notes to Portfolios..................................................... RITS-3
Federal Tax Status...................................................... RITS-4
Tax Reporting and Reallocation.......................................... RITS-5
Estimated Cash Flows to Unitholders..................................... RITS-6
THE U.S. TREASURY PORTFOLIO SERIES....................................... US-1
The Trust Portfolio..................................................... US-1
Risk Factors............................................................ US-1
Portfolios.............................................................. US-2
Notes to Portfolios..................................................... US-2
Federal Tax Status...................................................... US-3
Tax Reporting and Reallocation.......................................... US-6
Estimated Cash Flows to Unitholders..................................... US-7
GENERAL INFORMATION...................................................... GI-1
Rating of Units......................................................... GI-1
Trust Information....................................................... GI-1
Retirement Plans........................................................ GI-4
Distribution Reinvestment............................................... GI-6
Interest, Estimated Long-Term Return and Estimated Current Return....... GI-6
Market For Units........................................................ GI-7
Redemption.............................................................. GI-8
Unitholders............................................................. GI-10
Investment Supervision.................................................. GI-13
Administration of the Trusts............................................ GI-14
Expenses of the Trusts.................................................. GI-16
The Sponsor............................................................. GI-17
Legal Opinions.......................................................... GI-18
Independent Certified Public Accountants................................ GI-18
</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
TRUSTS, THE TRUSTEE, OR THE SPONSOR. THE TRUSTS ARE 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(a). Form of Trust Indenture and Agreement for the Rolling Income
Treasury Series (to be filed by amendment).
1.1(b). Form of Trust Indenture and Agreement for the U.S. Treasury
Portfolio Series (to be filed by amendment).
1.1.1(a). Standard Terms and Conditions of Trust. Reference is made to Exhibit
1.1.1 to the Registration Statement on Form S-6 with respect to
Kemper Government Securities Trust (Registration No. 33-26754) as
filed on February 14, 1989.
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" for each Trust 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 Standard & Poor's (to be filed by amendment).
4.2. Consent of Muller Data Corporation (to be filed by amendment).
4.3. Consent of Grant Thornton LLP (to be filed by amendment).
Ex-27. Financial Data Schedules (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 37 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 22ND DAY OF AUGUST, 1995.

KEMPER DEFINED FUNDS SERIES 37

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 AUGUST 22, 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