File No. 33-54885 CIK #922578
Securities and Exchange CommissionWashington, D. C. 20549
Post-Effective
Amendment No. 1
to
Form S-6
For Registration under the Securities Act of 1933
of Securities of Unit Investment Trusts Registered
on Form N-8B-2
Kemper Equity Portfolio Trust, Series 9
Name and executive office address of Depositor:
Kemper Unit Investment Trusts
(a service of Kemper Securities, Inc.)
77 West Wacker - 29th Floor
Chicago, Illinois 60601
Name and complete address of agent for service:
Robert K. Burke
77 West Wacker - 29th Floor
Chicago, Illinois 60601
( X ) Check box if it is proposed that this filing will
become effective at 2:00 p.m. on April 28, 1995
pursuant to paragraph (b) of Rule 485.
KEMPER EQUITY PORTFOLIO TRUSTS PART ONE
Kemper Equity Portfolio Trusts, were formed with the
investment objectives of obtaining maximum capital appreciation
and, in certain Trusts, dividend income through investment in a
fixed portfolio of equity securities of companies selected to
achieve the Trusts' objectives and in certain Trusts, the
securities are concentrated within a specific industry. Certain
Trusts include common stocks of foreign issuers which are in
American Depositary Receipt ("ADR") form. The Securities
selected for each Trust are considered by the Sponsor to have the
potential to achieve the Trust's objectives over the term of such
Trust. See "Portfolio" in Part Two for each Trust. There is no
assurance that the Trusts will achieve their objectives.
SPONSOR: KEMPER UNIT INVESTMENT TRUSTS, ASERVICE 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 both parts of this
Prospectus for future reference.
The date of this Part One is that date which is set forth in Part
Two of the Prospectus
TABLE OF CONTENTS
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PAGE
<S> <C>
SUMMARY 3
THE TRUST FUNDS 4
PORTFOLIOS 5
RISK FACTORS 6
FEDERAL TAX STATUS 15
PUBLIC OFFERING OF UNITS 19
PUBLIC OFFERING PRICE 19
PUBLIC DISTRIBUTION OF UNITS 21
SPONSOR PROFITS 22
MARKET FOR UNITS 22
REDEMPTION 22
GENERAL 22
COMPUTATION OF REDEMPTION PRICE 25
RETIREMENT PLANS 25
UNITHOLDERS 27
OWNERSHIP OF UNITS 27
DISTRIBUTIONS TO UNITHOLDERS 27
DISTRIBUTION REINVESTMENT 28
STATEMENTS TO UNITHOLDERS 29
RIGHTS OF UNITHOLDERS 30
INVESTMENT SUPERVISION 30
ADMINISTRATION OF THE TRUSTS 31
THE TRUSTEE 31
THE SPONSOR 32
THE EVALUATOR 32
AMENDMENT AND TERMINATION 32
LIMITATIONS ON LIABILITY 34
EXPENSES OF THE TRUSTS 34
LEGAL OPINIONS 36
INDEPENDENT AUDITORS 36
</TABLE>
This Prospectus does not contain all of the information with
respect to the investment company set forth in its registration
statement and exhibits relating thereto which have been 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 hereby made.
No person is authorized to give any information or to make
any representations with respect to this investment company 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. 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
or country.
SUMMARY
The Trust Funds. Kemper Equity Portfolio Trusts, (the
"Trust Funds" or "Trusts") are separate and distinct unit
investment trusts registered under the Investment Company Act of
1940.
The Trust Funds consist of common stocks issued by companies
which the Sponsor believes have the potential to achieve the
objectives of the respective Trust (the "Securities"). For the
criteria used by the Sponsor in selecting the Securities, see
"Portfolios_Securities Selection." The value of all portfolio
Securities and, therefore, the value of the Units may be expected
to fluctuate in value depending on the full range of economic and
market influences affecting corporate profitability, the
financial condition of issuers and the prices of equity
securities in general and the Securities in particular. Maximum
capital appreciation and, if applicable, dividend income are, of
course, dependent upon several factors including, among other
factors, the financial condition of the issuers of the Securities
(see "Portfolios").
Each Unit of a Trust offered represents that undivided
interest in that Trust indicated under "Essential Information" in
Part Two for each Trust. To the extent that any Units are
redeemed by the Trustee, the fractional undivided interest in a
Trust represented by each unredeemed Unit will increase
accordingly, although the actual interest in the Trust
represented by such fraction will remain unchanged. Units will
remain outstanding until redeemed upon tender to the Trustee by
Unitholders, which may include the Sponsor or the Underwriters,
or until the termination of the Trust Agreement.
Public Offering Price. The secondary market Public Offering
Price will be equal to the aggregate underlying bid value of the
Securities in a Trust Fund, plus or minus a pro rata share of
cash, if any, in the Capital Account held or owned by such Trust
Fund, plus a sales charge set forth under "Public Offering of
Units_Public Offering Price." The sales charge is reduced on a
graduated scale for sales involving at least 10,000 Units of a
Trust or $100,000 and will be applied on whichever basis is more
favorable to the investor.
Distributions of Income and Capital. Distributions of
dividends received by each Trust and any funds in the Capital
Account will be made quarterly. See "Unitholders_Distributions to
Unitholders."
Reinvestment. Each Unitholder of the Trust Funds may elect
to have distributions of income, capital gains and/or capital on
their Units automatically invested in shares of any Kemper
front-end load mutual fund (other than those funds sold with a
contingent deferred sales charge). Such distributions will be
reinvested without charge to the participant on each applicable
Distribution Date. See "Unitholders_Distribution Reinvestment."
A current prospectus for the reinvestment fund selected, if any,
will be furnished to any investor who desires additional
information with respect to reinvestment.
Market for Units. While under no obligation to do so, the
Sponsor intends to, and certain of the other dealers may,
maintain a market for the Units of the Trusts and offer to
repurchase such Units at prices subject to change at any time
which are based on the current underlying bid prices of the
Securities in the Trust Fund involved. If the supply of Units
exceeds demand or if some other business reason warrants it, the
Sponsor and/or the dealers may either discontinue all purchases
of Units or discontinue purchases of Units at such prices. A
Unitholder may also dispose of Units through redemption at the
Redemption Price on the date of tender to the Trustee. See
"Redemption_Computation of Redemption Price."
Redemption In Kind. Upon redemption of Units of a Trust
Fund a Unitholder generally may request to receive in lieu of
cash his share of each of the Securities then held by the Trust
Fund, if he would be entitled to receive at least $50,000
($25,000 for certain Trusts) of proceeds and he has tendered for
redemption prior to that date set forth in Part Two for each
Trust (see "Redemption" and "Administration of the
Trusts_Amendment and Termination").
Termination. No later than the date specified under the
Liquidation Period in "Essential Information" in Part Two,
Securities will begin to be sold in connection with the
termination of a Trust Fund and it is expected that all
Securities in such Trust Fund will be sold by the Mandatory
Termination Date set forth in "Essential Information" in Part Two
for each Trust. The Sponsor will determine the manner, timing and
execution of the sale of the underlying Securities. See
"Administration of the Trusts_Amendment and Termination."
Risk Factors. An investment in Units should be made with an
understanding of the risks associated therewith, including the
possible deterioration of either the financial condition of the
issuers or the general condition of the stock market. For
certain risk considerations related to the Trusts, see "Risk
Factors."
THE TRUST FUNDS
Kemper Equity Portfolio Trusts are unit investment trusts
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 portfolio of each Trust contains common stocks issued by
different companies selected for the purpose of obtaining maximum
capital appreciation and, in certain Trusts, dividend income.
Certain Trusts include common stocks of foreign issuers in
American Depositary Receipt ("ADR") form. Certain Trusts are
concentrated within a specific industry. As used herein, the term
"Securities" means the common stocks initially deposited in each
Trust Fund and described in the portfolio and any additional
common stocks acquired and held by a Trust Fund pursuant to the
provisions of the Trust Agreement.
PORTFOLIOS
Securities Selection. At all times each Trust will hold at
least 80% of its assets in equity securities. In selecting
Securities for the Trust, the following factors, among others,
were considered by the Sponsor: (a) the quality of the
Securities, (b) the yield and price of the Securities relative to
other similar securities, (c) the potential for capital
appreciation and (d) for certain Trusts, the likelihood that
earnings and dividends will continue or increase.
In connection with Kemper Equity Portfolio Trust, Series 4
(Utility Companies), the stability of utility stocks was also
considered. Utilities tend to be more stable than other companies
because they are monopolies that provide essential services. In
times of economic slowdown or recovery, people still need to use
the power of utility companies. Due to the expected slowdown of
nuclear construction programs and the decrease in excess energy
capacity, the Sponsor considered both the historical stability of
the utility sector as well as the potential for dividend growth
by specific companies in the sector.
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*Reference is made to the Trust Agreement and any statement
contained herein is qualified in its entirety by the provisions
of the Trust Agreement.
In selecting securities for Kemper Equity Portfolio Trust, Series
8 (Banking Institutions), the Sponsor also considered the
potential benefit to the issuer of the Securities from the
continued consolidation within the banking industry and improving
industry fundamentals.
In selecting securities for Kemper Equity Portfolio Trust, Series
9 (Global Natural Resources Series), the Sponsor also considered
the potential benefit to the issuer of the Securities from a more
accessible and growing world economy resulting from recent trade
negotiation successes and the removal of market constraints in
certain countries. The Global Natural Resources Series is
designed to benefit from two possible economic trends. First,
the Trust seeks to provide capital appreciation by investing in
companies that produce raw materials which are positioned to
provide goods necessary to manufacture items for a growing world
economy. Many economic constraints have been removed throughout
the world giving rise to an increasingly accessible global
marketplace. Second, the Trust seeks to provide effective
protection from inflation. The Commodities Research Bureau's
Futures Price Index (the "CRB Index") tracks the prices of
futures contracts for a wide range of raw materials and can
indicate inflationary economic conditions. Prior to the Initial
Date of Deposit, the CRB Index reflected steadily rising prices
of raw materials suggesting that the cost of manufactured
products will also increase. By investing in companies that
produce such raw materials, the Trust seeks to provide investors
with a hedge against inflation.
In selecting the Securities for each Trust, the Sponsor has
chosen equity securities that in its view have the potential for
capital appreciation. Although there can be no assurance that
such Securities will appreciate in value over the life of the
Trusts, over time stock investments have generally out-performed
most other asset classes. However, it should be remembered that
common stocks carry greater risks, including the risk that the
value of an investment can go down (see "Risk Factors_Certain
Investment Considerations"), and past performance is no guarantee
of future results.
For specific information and the market price of each
Security as of the date of this Part One Prospectus, see
"Schedule of Investments" in Part Two for such Trust.
RISK FACTORS
General. Each Trust Fund may be an appropriate investment
vehicle for investors who desire to participate in a portfolio of
equity securities with greater diversification than they might be
able to acquire individually. An investment in Units of the Trust
Funds should be made with an understanding of the risks inherent
in an investment in equity securities, including the risk that
the financial condition of the issuers of the Securities may
become impaired or that the general condition of the stock market
may worsen (both of which may contribute directly to a decrease
in the value of the Securities and thus in the value of the
Units) or the risk that holders of common stock have a right to
receive payments from the issuers of those stocks that is
generally inferior to that of creditors of, or holders of debt
obligations issued by, the issuers and that the rights of holders
of common stock generally rank inferior to the rights of holders
of preferred stock. Common stocks are especially susceptible to
general stock market movements and to volatile increases and
decreases in value as market confidence in and perceptions of the
issuers change. These perceptions are based on unpredictable
factors including expectations regarding government, economic,
monetary and fiscal policies, inflation and interest rates,
economic expansion or contraction, and global or regional
political, economic or banking crises.
Banking Institutions. Certain Trusts may be concentrated in
common stocks issued by companies in the banking industry. In
view of this, an investment in Units of such Trusts should be
made with an understanding of the problems and risks inherent in
the banking industry in general. Commercial banks and their
holding companies are especially subject to the adverse effects
of economic recession, volatile interest rates, portfolio
concentrations in geographic markets and in commercial and
residential real estate loans, and competition from new entrants
in their fields of business. Economic conditions in the real
estate markets, which have been weak in the recent past, can have
a significant effect upon banks because they generally have a
substantial percentage of their assets invested in loans secured
by real estate, as has recently been the case for a number of
banks with respect to commercial real estate in the northeastern
and southwestern regions of the United States. Commercial banks
and their holding companies are subject to extensive federal
regulation and, when such institutions are state-chartered, to
state regulation as well. Regulatory actions, such as increases
in the minimum capital requirements applicable to commercial
banks and increases in deposit insurance premiums required to be
paid by commercial banks to the FDIC, can negatively impact
earnings and the ability of a company to pay dividends. Neither
federal insurance of deposits nor governmental regulation,
however, ensures the solvency or profitability of commercial
banks or their holding companies, or insures against any risk of
investment in the securities issued by such institutions.
There has been much recent attention focused on the thrift
and banking industries regarding prospects for legislative and
regulatory changes which could have a material impact on
investments in banking institutions. In December 1991, the
Federal Deposit Insurance Corporation Improvement Act of 1991 was
enacted providing, among other things, for an increase of
supervisory authority over financial institutions. Additional
legislative and regulatory changes may be forthcoming. For
example, the deposit insurance system is under review by Congress
and federal regulators and proposed reforms of that system could,
among other things, restrict the ways in which deposited moneys
can be used by banks or reduce the dollar amount or number of
deposits insured for any depositor. Such reforms could reduce
profitability as investment opportunities available to banking
institutions become more limited and as consumers look more
actively for savings vehicles other than bank deposits.
Legislation broadening bank powers also is being studied by
Congress which, if enacted, could provide new earnings
opportunities for banks but would also further expose banks to
well-established competitors, such as securities firms and
insurance companies, as well as companies engaged in other areas
of business if Congress were to eliminate the historic barriers
between commerce and banking. Increased competition may result
from broadening national interstate banking powers, including
interstate branching, as has been recently proposed. The Sponsor
makes no prediction as to what, if any, manner of bank regulatory
reform might ultimately be adopted or what ultimate effect such
reform might have on a Trust's portfolio.
Utility Companies. Certain Trusts may be concentrated in
common stocks issued by companies in the public utilities
industry. An investment in Units of these Trusts should be made
with an understanding of the characteristics of the public
utility industry and the risks which such an investment may
entail. General problems of such issuers would include the
difficulty in financing large construction programs in an
inflationary period, the limitations on operations and increased
costs and delays attributable to environmental considerations,
the difficulty of the capital market in absorbing utility debt,
the difficulty in obtaining fuel at reasonable prices and the
effect of energy conservation. All of such issuers have been
experiencing certain of these problems in varying degrees. In
addition, Federal, state and municipal governmental authorities
may from time to time review existing, and impose additional,
regulations governing the licensing, construction and operation
of nuclear power plants, which may adversely affect the ability
of the issuers of certain of the Securities in the portfolio to
make payments of principal and/or interest on such Securities.
Utilities are generally subject to extensive regulation by
state utility commissions which, for example, establish the rates
which may be charged and the appropriate rate of return on an
approved asset base, which must be approved by the state
commissions. Certain utilities have had difficulty from time to
time in persuading regulators, who are subject to political
pressures, to grant rate increases necessary to maintain an
adequate return on investment and voters in many states have the
ability to impose limits on rate adjustments (for example, by
initiative or referendum). Any unexpected limitations could
negatively affect the profitability of utilities whose budgets
are planned far in advance. In addition, gas pipeline and
distribution companies have had difficulties in adjusting to
short and surplus energy supplies, enforcing or being required to
comply with long-term contracts and avoiding litigation from
their customers, on the one hand, or suppliers, on the other.
Certain of the issuers of the Securities in such a Trust may
own or operate nuclear generating facilities. Governmental
authorities may from time to time review existing, and impose
additional, requirements governing the licensing, construction
and operation of nuclear power plants. Nuclear generating
projects in the electric utility industry have experienced
substantial cost increases, construction delays and licensing
difficulties. These have been caused by various factors,
including inflation, high financing costs, required design
changes and rework, allegedly faulty construction, objections by
groups and governmental officials, limits on the ability to
finance, reduced forecasts of energy requirements and economic
conditions. This experience indicates that the risk of
significant cost increases, delays and licensing difficulties
remains present through to completion and achievement of
commercial operation of any nuclear project. Also, nuclear
generating units in service have experienced unplanned outages or
extensions of scheduled outages due to equipment problems or new
regulatory requirements sometimes followed by a significant delay
in obtaining regulatory approval to return to service. A major
accident at a nuclear plant anywhere, such as the accident at a
nuclear plant in Chernobyl, could cause the imposition of limits
or prohibitions on the operation, construction or licensing of
nuclear units in the United States.
Other general problems of the gas, water, telephone and
electric utility industry (including state and local joint action
power agencies) include difficulty in obtaining timely and
adequate rate increases, difficulty in financing large
construction programs to provide new or replacement facilities
during an inflationary period, rising costs of rail
transportation to transport fossil fuels, the uncertainty of
transmission service costs for both interstate and intrastate
transactions, changes in tax laws which adversely affect a
utility's ability to operate profitably, increased competition in
service costs, recent reductions in estimates of future demand
for electricity and gas in certain areas of the country,
restrictions on operations and increased cost and delays
attributable to environmental considerations, uncertain
availability and increased cost of capital, unavailability of
fuel for electric generation at reasonable prices, including the
steady rise in fuel costs and the costs associated with
conversion to alternate fuel sources such as coal, availability
and cost of natural gas for resale, technical and cost factors
and other problems associated with construction, licensing,
regulation and operation of nuclear facilities for electric
generation, including among other considerations the problems
associated with the use of radioactive materials and the disposal
of radioactive wastes, and the effects of energy conservation.
Each of the problems referred to could adversely affect the
ability of the issuers of any utility bonds in the Trust to make
payments due on these bonds.
In view of the uncertainties discussed above, there can be
no assurance that any company's share of the full cost of nuclear
units under construction ultimately will be recovered in rates or
of the extent to which a company could earn an adequate return on
its investment in such units. The likelihood of a significantly
adverse event occurring in any of the areas of concern described
above varies, as does the potential severity of any adverse
impact. It should be recognized, however, that one or more of
such adverse events could occur and individually or collectively
could have a material adverse impact on the financial condition
or the results of operations of a company's ability to make
interest and principal payments on its outstanding debt.
Oil, Energy and Natural Resources Companies. Certain Trusts
may include Securities which are issued by companies engaged in
refining and marketing oil and related products. According to the
U.S.Department of Commerce, the factors which will most likely shape
the industry in future years include the price and availability
of oil from the Middle East, changes in United States
environmental policies and the continued decline in U.S.
production of crude oil. Possible effects of these factors may
be increased U.S. and world dependence on oil from Organization
of Petroleum Exporting Countries ("OPEC") and highly uncertain
and potentially more volatile oil prices. Factors which the
Sponsor believes may increase the profitability of oil and
petroleum operations include increasing demand for oil and
petroleum products as a result of the continued increases in
annual miles driven and the improvement in refinery operating
margins caused by increases in average domestic refinery
utilization rates. The existence of surplus crude oil production
capacity and the willingness to adjust production levels are the
two principal requirements for stable crude oil markets. Without
excess capacity, supply disruptions in some countries cannot be
compensated for by others. Surplus capacity in Saudi Arabia and
a few other countries and the utilization of that capacity
prevented during the Persian Gulf crisis, and continue to
prevent, severe market disruption. Although unused capacity
contributed to market stability in 1990 and 1991, it ordinarily
creates pressure to overproduce and contributes to market
uncertainly. The likely restoration of a large portion of Kuwait
and Iraq's production and export capacity over the next few years
could lead to such a development in the absence of substantial
growth in world oil demand. Formerly, OPEC members attempted to
exercise control over production levels in each country through a
system of mandatory production quotas. Because of the crisis in
the Middle East, the mandatory system has since been replaced
with a voluntary system. Production under the new system has had
to be curtailed on at least one occasion as a result of weak
prices, even in the absence of supplies from Kuwait and Iraq.
The pressure to deviate from mandatory quotas, if they are
reimposed, is likely to be substantial and could lead to a
weakening of prices. In the longer term, additional capacity and
production will be required to accommodate the expected large
increases in world oil demand and to compensate for expected
sharp drops in U.S. crude oil production and exports from the
Soviet Union. Only a few OPEC countries, particularly Saudi
Arabia, have the petroleum reserves that will allow the required
increase in production capacity to be attained. Given the
large-scale financing that is required, the prospect that such
expansion will occur soon enough to meet the increased demand is
uncertain.
Declining U.S. crude oil production will likely lead to
increased dependence on OPEC oil, putting refiners at risk of
continued and unpredictable supply disruptions. Increasing
sensitivity to environmental concerns will also pose serious
challenges to the industry over the coming decade. Refiners are
likely to be required to make heavy capital investments and make
major production adjustments in order to comply with increasingly
stringent environmental legislation, such as the 1990 amendments
to the Clean Air Act. If the costs of these changes is
substantial enough to cut deeply into profits, smaller refiners
may be forced out of the industry entirely. Moreover, lower
consumer demand due to increases in energy efficiency and
conservation, due to gasoline reformulations that call for less
crude oil, due to warmer winters or due to a general slowdown in
economic growth in this country and abroad, could negatively
affect the price of oil and the profitability of oil companies.
No assurance can be given that the demand for or prices of oil
will increase or that any increases will not be marked by great
volatility. Some oil companies may incur large cleanup and
litigation costs relating to oil spills and other environmental
damage. Oil production and refining operations are subject to
extensive federal, state and local environmental laws and
regulations governing air emissions and the disposal of hazardous
materials. Increasingly stringent environmental laws and
regulations are expected to require companies with oil production
and refining operations to devote significant financial and
managerial resources to pollution control. General problems of
the oil and petroleum products industry include the ability of a
few influential producers significantly to affect production, the
concomitant volatility of crude oil prices and increasing public
and governmental concern over air emissions, waste product
disposal, fuel quality and the environmental effects of
fossil-fuel use in general.
In addition, any future scientific advances concerning new
sources of energy and fuels or legislative changes relating to
the energy industry or the environment could have a negative
impact on the petroleum products industry. While legislation has
been enacted to deregulate certain aspects of the oil industry,
no assurances can be given that new or additional regulations
will not be adopted. Each of the problems referred to could
adversely affect the financial stability of the issuers of any
petroleum industry stocks in a Trust.
Certain Trusts may also include securities which are issued
by companies engaged in the exploration for and mining of various
minerals, such as coal, and/or the manufacture, transportation,
or marketing of chemical products and plastics. The problems
faced by such companies are similar to those discussed with
regard to petroleum companies.
Certain Trusts may include Securities which are issued by
companies that own or operate nuclear generating facilities.
Governmental authorities may from time to time review existing,
and impose additional, requirements governing the licensing,
construction and operation of nuclear power plants. Nuclear
generating projects in the electric utility industry have
experienced substantial cost increases, construction delays and
licensing difficulties. These have been caused by various
factors, including inflation, high financing costs, required
design changes and rework, allegedly faulty construction,
objections by groups and governmental officials, limits on the
ability to finance, reduced forecasts of energy requirements and
economic conditions. This experience indicates that the risk of
significant cost increases, delays and licensing difficulties
remains present through the completion and achievement of
commercial operation of any nuclear project. Also, nuclear
generating units in service have experienced unplanned outages or
extensions of scheduled outages due to equipment problems or new
regulatory requirements sometimes followed by a significant delay
in obtaining regulatory approval to return to service. A major
accident at a nuclear plant anywhere, such as the accident at a
plant in Chernobyl, could cause the imposition of limits or
prohibitions on the operation, construction or licensing of
nuclear units in the United States.
In view of the uncertainties discussed above, there can be
no assurance that any company's share of the full cost of nuclear
units under construction ultimately will be recovered in rates or
of the extent to which a company could earn an adequate return on
its investment in such units. The likelihood of a significantly
adverse event occurring in any of the areas of concern described
above varies, as does the potential severity of any adverse
impact. It should be recognized, however, that one or more of
such adverse events could occur and individually or collectively
could have a material adverse impact on the financial condition
or the results of operations of a company.
Certain Trusts may include Securities which are issued by
companies whose revenues are primarily derived from the sale of
electric energy. The problems faced by such issuers include the
difficulty in obtaining approval for timely and adequate rate
increases from the applicable public utility commissions, the
difficulty of financing large construction programs, increased
competition, reductions in estimates of future demand for
electricity in certain areas of the country, the limitations on
operations and increased costs and delays attributable to
environmental considerations, the difficulty of the capital
market in absorbing utility debt, the difficulty in obtaining
fuel at reasonable prices and the effect of energy conservation.
All of such issuers have been experiencing certain of these
problems in varying degrees. In addition, Federal, state and
municipal governmental authorities may from time to time review
existing, and impose additional, regulations governing the
licensing, construction and operation of nuclear power plants,
which may adversely affect the financial condition or the results
of operations of such issuers.
Certain Trusts include Securities which are issued by
companies engaged in the exploration, drilling, production,
refining, transmission, marketing or distribution of natural gas.
The problems faced by such issuers include many of those faced by
electric utilities discussed above, and, in addition, rising
costs of rail transportation to transport fossil fuels,
availability and costs of natural gas for resale and difficulties
of gas pipeline and distribution companies in adjusting to short
and surplus energy supplies, enforcing or being required to
comply with long-term contracts and avoiding litigation from
their customers and suppliers. All of such issuers have been
experiencing certain of these problems in varying degrees.
Certain Trusts may also include securities which are issued by
companies engaged in the exploration for and mining of various
metals and minerals such as gold, platinum, aluminum, copper,
steel and coal. Mining operations and exploration activities are
subject to extensive federal, state and local laws and
regulations governing exploration, development, production,
exports, taxes, labor standards, occupational health, waste
disposal, protection and remediation of the environment,
reclamation, mine safety, toxic substances and other matters.
Compliance with such laws and regulations may increase the costs
of planning, designing, drilling, developing, constructing,
operating and closing the mines and other facilities of certain
companies. It is possible that the costs and delays associated
with compliance with such laws and regulations could become such
that certain companies would not proceed with the development or
operation of a mine and could have a significant adverse effect
on certain of the issuers of Securities. Mining and exploration
companies must also seek governmental permits for expansion and
advanced exploration activities. Obtaining the necessary
government permits is a complex and time-consuming process
involving numerous federal, state and local agencies. The
failure to obtain certain permits could have a material adverse
effect on an issuer's business, operations and prospects.
The United States House of Representatives and Senate have each
passed separate legislation that seeks to reform the General
Mining Law of 1872 (the "Mining Law"). Any reform of the Mining
Law based on these initiatives may have some degree of negative
economic effect on certain of the issuers of Securities and on
mining activities on federal lands generally. Until new reform
legislation is enacted, the ultimate effects and costs of
compliance on mining companies cannot be estimated, however,
adoption of the current version of either bill could have a
material adverse effect on the future profitability of mining
activities on federal land.
In addition, the profitability of precious metals companies is
significantly affected by changes in the market prices of
precious metals. Prices of precious metals can fluctuate widely
and are affected by numerous industry factors, such as demand for
precious metals, forward selling by producers, central bank sales
and purchases of gold, and production and cost levels in major
metals-producing regions. Although many companies have hedging
programs in place to reduce the risk associated with precious
metals price volatility, there is no assurance that an issuer's
hedging strategies will be successful. Furthermore, exploration
for all minerals, as well as gold and other precious metals, is
highly speculative in nature, involves many risks and frequently
is unsuccessful. There can be no assurance that any company's
exploration efforts will result in the discovery of
mineralization or that any mineralization discovered will result
in an increase of any company's reserves. In the event that new
reserves are not developed, an issuer may not be able to sustain
its current level of production which could adversely affect the
Securities in a Trust's portfolio.
Certain Investment Considerations. Holders of common stock
incur more risk than holders of preferred stocks and debt
obligations because common stockholders, as owners of the entity,
have generally inferior rights to receive payments from the
issuer in comparison with the rights of creditors of, or holders
of debt obligations or preferred stock issued by the issuer.
Holders of common stock of the type held by the portfolio have a
right to receive dividends only when and if, and in the amounts,
declared by the issuer's Board of Directors and to participate in
amounts available for distribution by the issuer only after all
other claims on the issuer have been paid or provided for. By
contrast, holders of preferred stock have the right to receive
dividends at a fixed rate when and as declared by the issuer's
Board of Directors, normally on a cumulative basis, but do not
participate in other amounts available for distribution by the
issuing corporation. Cumulative preferred stock dividends must be
paid before common stock dividends and any cumulative preferred
stock dividend omitted is added to future dividends payable to
the holders of cumulative preferred stock. Preferred stocks are
also entitled to rights on liquidation which are senior to those
of common stocks. Moreover, common stocks do not represent an
obligation of the issuer and therefore do not offer any assurance
of income or provide the degree of protection of capital of debt
securities. Indeed, the issuance of debt securities or even
preferred stock will create prior claims for payment of
principal, interest, liquidation preferences and dividends which
could adversely affect the ability and inclination of the issuer
to declare or pay dividends on its common stock or the rights of
holders of common stock with respect to assets of the issuer upon
liquidation or bankruptcy. Further, unlike debt securities which
typically have a stated principal amount payable at maturity
(whose value, however, will be subject to market fluctuations
prior thereto), common stocks have neither a fixed principal
amount nor a maturity and have values which are subject to market
fluctuations for as long as the stocks remain outstanding. The
value of the Securities in the portfolios thus may be expected to
fluctuate over the entire life of the Trust Funds to values
higher or lower than those prevailing on the date of this Part
One Prospectus.
Whether or not the Securities are listed on a national
security exchange, the principal trading market for the
Securities may be in the over-the-counter market. As a result,
the existence of a liquid trading market for the Securities may
depend on whether dealers will make a market in the Securities.
There can be no assurance that a market will be made for any of
the Securities, that any market for the Securities will be
maintained or of the liquidity of the Securities in any markets
made. The investigation by the Securities and Exchange Commission
of illegal insider trading in connection with corporate
takeovers, and possible congressional inquiries and legislation
relating to this investigation, may adversely affect the ability
of certain dealers to remain market makers. In addition, each
Trust Fund is restricted under the Investment Company Act of 1940
from selling Securities to the Sponsor.
The price at which the Securities may be sold to meet
redemptions and the value of each Trust Fund will be adversely
affected if trading markets for the Securities are limited or
absent.
Since certain Securities in certain Trusts consist of
securities of foreign issuers, an investment in such a Trust
involves some investment risks that are different in some
respects from an investment in a trust that invests entirely in
securities of domestic issuers. Those investment risks include
future political and governmental restrictions which might
adversely affect the payment or receipt of payment of dividends
on the relevant Securities. In addition, for the foreign issuers
that are not subject to the reporting requirements of the
Securities Exchange act of 1934, there may be less publicly
available information than is available from a domestic issuer.
Also, foreign issuers are not necessarily subject to uniform
accounting, auditing and financial reporting standards, practices
and requirements comparable to those applicable to domestic
issuers. However, due to the nature of the issuers of Securities
included in certain Trusts, the Sponsor believes that adequate
information will be available to allow the Portfolio Supervisor
to provide portfolio surveillance.
The securities of certain of the foreign issuers in certain
Trusts are in ADR form. ADRs evidence American Depositary
Receipts which represent common stock deposited with a custodian
in a depositary. American Depositary Shares, and receipts
therefor (ADRs), are issued by an American bank or trust company
to evidence ownership of underlying securities issued by a
foreign corporation. These instruments may not necessarily be
denominated in the same currency as the securities into which
they may be converted. For purposes of the discussion herein,
the term ADR generally includes American Depositary Shares.
ADRs may be sponsored or unsponsored. In an unsponsored
facility, the depositary initiates and arranges the facility at
the request of market makers and acts as agent for the ADR
holder, while the company itself is not involved in the
transaction. In a sponsored facility, the issuing company
initiates the facility and agrees to pay certain administrative
and shareholder-related expenses. Sponsored facilities use a
single depositary and entail a contractual relationship between
the issuer, the shareholder and the depositary; unsponsored
facilities involve several depositaries with no contractual
relationship to the company. The depositary bank that issues an
ADR generally charges a fee, based on the price of the ADR, upon
issuance and cancellation of the ADR. This fee would be in
addition to the brokerage commissions paid upon the acquisition
or surrender of the security. In addition, the depositary bank
incurs expenses in connection with the conversion of dividends or
other cash distributions paid in local currency into U.S. dollars
and such expenses are deducted from the amount of the dividend or
distribution paid to holders, resulting in a lower payout per
underlying shares represented by the ADR than would be the case
if the underlying share were held directly. Certain tax
considerations, including tax rate differentials and withholding
requirements, arising from applications of the tax laws of one
nation to nationals of another and from certain practices in the
ADR market may also exist with respect to certain ADRs. In
varying degrees, any or all of these factors may affect the value
of the ADR compared with the value of the underlying shares in
the local market. In addition, the rights of holders of ADRs may
be different than those of holders of the underlying shapes, and
the market for ADRs may be less liquid than that for the
underlying shares. ADRs are registered securities pursuant to
the Securities Act of 1933 and may be subject to the reporting
requirements of the Securities Exchange Act of 1934.
For those Securities that are ADRs, currency fluctuations
will affect the U.S. dollar equivalent of the local currency
price of the underlying domestic share and, as a result, are
likely to affect the value of the ADRs and consequently the value
of the Securities. The foreign issuers of securities that are
ADRs may pay dividends in foreign currencies which must be
converted into dollars. Most foreign currencies have fluctuated
widely in value against the United States dollar for many
reasons, including supply and demand of the respective currency,
the soundness of the world economy and the strength of the
respective economy as compared to the economies of the United
Stats and other countries. Therefore, for any securities of
issuers (whether or not they are in ADR form) whose earnings are
stated in foreign currencies, or which pay dividends in foreign
currencies or which are traded in foreign currencies, there is a
risk that their United States dollar value will vary with
fluctuations in the United States dollar foreign exchange rates
for the relevant currencies.
On the basis of the best information available to the
Sponsor at the present time, none of the Securities are subject
to exchange control restrictions under existing law which would
materially interfere with payment to a Trust of dividends due on,
or proceeds from the sale of, the Securities.
However, there can be no assurance that exchange control
regulations might not be adopted in the future which might
adversely affect payments to a Trust. In addition, the adoption
of exchange control regulations and other legal restrictions
could have an adverse impact on the marketability of
international securities in a Trust and on the ability of a Trust
to satisfy its obligation to redeem Units tendered to the Trustee
for redemption.
Litigation and Legislation. From time to time Congress
considers proposals to reduce the rate of the dividends-received
deduction. Enactment into law of a proposal to reduce the rate
would adversely affect the after-tax return to investors who can
take advantage of the deduction. Unitholders are urged to consult
their own tax advisers. Further, at any time after the date of
this Part One Prospectus, litigation may be initiated on a
variety of grounds, or legislation may be enacted with respect to
the Securities in a Trust Fund or the issuers of the Securities.
There can be no assurance that future litigation or legislation
will not have a material adverse effect on the Trust Funds or
will not impair the ability of issuers to achieve their business
goals.
FEDERAL TAX STATUS
Federal Income Taxes. The following is a general discussion
of certain of the Federal income tax consequences of the
purchase, ownership and disposition of the Units. The summary is
limited to investors who hold the Units as "capital assets"
(generally, property held for investment) within the meaning of
Section 1221 of the Internal Revenue Code of 1986, as amended
(the "Code"). Unitholders should consult their tax advisers in
determining the Federal, state, local and any other tax
consequences of the purchase, ownership and disposition of Units
in the Trust Funds.
In the opinion of Chapman and Cutler, special counsel for
the Sponsor, under existing law:
Each Trust Fund is not an association taxable as a
corporation for Federal income tax purposes.
Each Unitholder will be considered the owner of a pro rata
portion of each of the respective Trust's assets for Federal
income tax purposes under the Code, and the income of such
Trust will be treated as income of the Unitholders thereof
under the Code. Each Unitholder will be considered to have
received his pro rata share of income derived from each
asset of the respective Trust Fund when such income is
received by such Trust Fund.
Each Unitholder will have a taxable event when a Security is
disposed of (whether by sale, exchange, liquidation or
otherwise) or when the Unitholder redeems or sells his
Units. The cost of the Units to a Unitholder on the date
such Units are purchased is allocated among the Securities
held in a Trust Fund (in accordance with the proportion of
the fair market values of such Securities), subject to the
adjustments discussed below, in order to determine his tax
basis for his pro rata portion in each Security.
Taxation of Dividends Received by a Trust Fund. For Federal
income tax purposes, a Unitholder's pro rata portion of dividends
as defined by Section 316 of the Code paid by a corporation with
respect to a Security are taxable as ordinary income to the
extent of such corporation's current and accumulated "earnings
and profits." A Unitholder's pro rata portion of dividends which
exceed such current and accumulated earnings and profits will
first reduce a Unitholder's tax basis in such Security and to
the extent that such dividends exceed a Unitholder's tax basis in
such Security shall generally be treated as capital gain. In
general, any such capital gain will be short-term unless a
Unitholder has held his Units for more than one year. In
addition, Unitholders may recognize taxable income in an amount
equal to their pro rata share of any interest from U.S. Treasury
obligations in which the Trustee is authorized to invest between
distribution dates as such interest accrues.
Dividends Received Deduction. A corporation that owns Units
will generally be entitled to a 70% dividends received deduction
with respect to such Unitholder's pro rata portion of dividends
received by a Trust Fund (to the extent such dividends are
taxable as ordinary income, as discussed above, and are
attributable to domestic corporations) in the same manner as if
such corporation directly owned the Securities paying such
dividends. However, a corporation owning Units should be aware
that Section 246 and 246A of the Code impose additional
limitations on the eligibility of dividends for the 70% dividends
received deduction. These limitations include a requirement that
stock (and therefore Units) must generally be held at least 46
days (as determined under Section 246(c) of the Code). Proposed
regulations have been issued which address special rates that
must be considered in determining whether the 46-day holding
period requirement is met. Moreover, the allowable percentage of
the deduction will be reduced from 70% if a corporation owns
certain stock (or Units) the financing of which is directly
attributable to indebtedness incurred by such corporation. It
should be noted that various legislative proposals that would
affect the dividends received deduction have been introduced.
Unitholders should consult their tax advisors with respect to the
limitations on and possible modifications to the dividends
received deduction.
To the extent dividends received by a Trust are attributable
to foreign corporations, a corporation that owns Units will not
be entitled to the dividends received deduction with respect to
its pro rata portion of such dividends, since the dividends
received deduction is generally available only with respect to
dividends paid by domestic corporations.
Limitations on Deductibility of Trust Fund Expenses by
Unitholders. Each Unitholder's pro rata share of each expense
paid by a Trust Fund is deductible by the Unitholder to the same
extent as though the expense had been paid directly by him,
subject to the following limitation. It should be noted that as a
result of the Tax Reform Act of 1986, certain miscellaneous
itemized deductions, such as investment expenses, tax return
preparation fees and employee business expenses will be
deductible by an individual only to the extent they exceed 2% of
such individual's adjusted gross income. Unitholders may be
required to treat some or all of the expenses of a Trust Fund as
miscellaneous itemized deductions subject to this limitation.
Recognition of Taxable Gain or Loss upon Disposition of
Securities by a Trust Fund or Disposition of Units. A
Unitholder's portion of gain, if any, upon the sale or redemption
of Units or the disposition of Securities held by a Trust Fund
will generally be considered a capital gain except in the case of
a dealer or a financial institution and will be long-term if the
Unitholder has held his Units for more than one year. A
Unitholder's portion of loss, if any, upon the sale or redemption
of Units or the disposition of Securities held by a Trust Fund
will generally be considered a capital loss (except in the case
of a dealer or a financial institution) and, in general, will be
long-term if the Unitholder has held his Units for more than one
year (the date which Units are acquired (i.e., the "trade date")
is excluded for purposes of determining whether the Units have
been held for more than one year). For taxpayers other than
corporations, net capital gains are subject to a maximum stated
marginal tax 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. Unitholders should
consult their tax advisers regarding the recognition of capital
gains and losses for Federal income tax purposes.
The Revenue Reconciliation Act of 1993 (the "Tax Act")
raised tax rates on ordinary income while capital gains remain
subject to a maximum 28% 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 advisors regarding the potential
effect of this provision on their investment in Units.
If the Unitholder disposes of a Unit, he is deemed thereby
to have disposed of his entire pro rata interest in all assets of
the Trust Fund involved including his pro rata portion of all of
the Securities represented by the Unit.
Special Tax Consequences of Distributions in Kind upon
Redemption of Units. As discussed in "Redemption," under certain
circumstances a Unitholder tendering Units for redemption may
request a Distribution In Kind of Securities upon the redemption
of Units. As previously discussed, prior to the redemption of
Units, a Unitholder is considered as owning a pro rata portion of
each of a Trust Fund's assets for Federal income tax purposes.
The receipt of a Distribution In Kind upon the redemption of
Units would be deemed an exchange of such redeeming Unitholder's
pro rata portion of each of the shares of stock and other assets
held by a Trust Fund in exchange for an undivided interest in
whole shares of stock and possibly cash.
There are generally three different potential tax
consequences which may occur under a Distribution In Kind with
respect to each Security owned by a Trust Fund. A "Security" for
this purpose is a particular class of stock issued by a
particular corporation. If the Unitholder receives only whole
shares of a Security in exchange for his or her pro rata portion
in each share of such Security held by a Trust Fund, there is no
taxable gain or loss recognized upon such deemed exchange
pursuant to Section 1036 of the Code. If the Unitholder receives
whole shares of a particular Security plus cash in lieu of a
fractional share of such Security, and if the fair market value
of the Unitholder's pro rata portion of the shares of such
Security exceeds his tax basis in his pro rata portion of such
Security, taxable gain would be recognized in an amount not to
exceed the amount of such cash received, pursuant to Section
1031(b) of the Code. No taxable loss would be recognized upon
such an exchange pursuant to Section 1031(c) of the Code, whether
or not cash is received in lieu of a fractional share. Under
either of these circumstances, special rules will be applied
under Section 1031(d) of the Code to determine the Unitholder's
tax basis in the shares of such particular Security which he
receives as part of the Distribution In Kind. Finally, if a
Unitholder's pro rata interest in a Security does not equal a
whole share, he may receive entirely cash in exchange for his pro
rata portion of a particular Security. In such case, taxable gain
or loss is measured by comparing the amount of cash received by
the Unitholder with his tax basis in such Security.
Because each Trust Fund will own many Securities, a
Unitholder who requests a Distribution In Kind will have to
analyze the tax consequences with respect to each Security owned
by the Trust Fund involved. The amount of taxable gain (or loss)
recognized upon such redemption will generally equal the sum of
the gain (or loss) recognized under the rules described above by
the redeeming Unitholder with respect to each Security owned by a
Trust Fund. Redeeming Unitholders who request a Distribution In
Kind are advised to consult their tax advisers in this regard.
Computation of the Unitholder's Tax Basis. Initially, a
Unitholder's tax basis in his Units will generally equal the
price paid by such Unitholder for his Units. The cost of the
Units is allocated among the Securities held in a Trust Fund in
accordance with the proportion of the fair market values of such
Securities on the date the Units are purchased in order to
determine such Unitholder's tax basis for his pro rata portion of
each Security.
A Unitholder's tax basis in his Units and his pro rata
portion of a Security held by a Trust Fund will be reduced to the
extent dividends paid with respect to such Security are received
by such Trust Fund which are not taxable as ordinary income as
described above.
General. Each Unitholder will be requested to provide the
Unitholder's taxpayer identification number to the Trustee and to
certify that the Unitholder has not been notified that payments
to the Unitholder are subject to back-up withholding. If the
proper taxpayer identification number and appropriate
certification are not provided when requested, distributions by a
Trust Fund to such Unitholder (including amounts received upon
the redemption of Units) will be subject to back-up withholding.
Distributions by a Trust Fund will generally be subject to United
States income taxation and withholding in the case of Units held
by non-resident alien individuals, foreign corporations or other
non-United States persons. Such persons should consult their tax
advisers.
It should be noted that payments to a Trust Fund of
dividends on Securities that are attributable to foreign
corporations may be subject to foreign withholding taxes and
Unitholders should consult their tax advisers regarding the
potential tax consequences relating to the payment of any such
withholding taxes by a Trust Fund. Any dividends withheld as a
result thereof will nevertheless be treated as income to the
Unitholders. Because, under the grantor trust rules, an investor
is deemed to have paid directly his share of foreign taxes that
have been paid or accrued, if any, an investor may be entitled to
a foreign tax credit or deduction for United States tax purposes
with respect to such taxes. Investors should consult their tax
advisers with respect to foreign withholding taxes and foreign
tax credits.
The foregoing discussion relates only to United States
Federal income taxes; Unitholders may be subject to state and
local taxation in other jurisdictions. Unitholders should consult
their tax advisers regarding potential state or local taxation
with respect to the Units.
PUBLIC OFFERING OF UNITS
Public Offering Price;. During the secondary market, Units
are offered at the Public Offering Price (which is based on the
aggregate underlying bid value of the Securities in the Trust
Fund and includes a sales charge set forth in the table below)
plus a pro rata share of any accumulated dividends. Such
underlying value shall also include the proportionate share of
any undistributed cash held in the Capital Account of the Trust
involved. 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 Distribution of Units"
below. The sales charge per Unit will be computed as follows:
<TABLE>
<CAPTION>
REMAINING TERM PERCENT OF PERCENT OF NET
OF TRUST OFFERING PRICE AMOUNT INVESTED
<S> <C> <C>
2 or more years 4.00% 4.167%
Less than 2 years 3.00 3.093
</TABLE>
The secondary market sales charge per Unit for Trusts with
remaining terms less than two years will be reduced pursuant to
the following graduated scale:
<TABLE>
<CAPTION>
PERCENT PERCENT OF
OF OFFERING NET AMOUNT
NUMBER OF UNITS* PRICE INVESTED
<S> <C> <C>
Less than 10,000 3.00% 3.093%
10,000 but less than 25,000 2.75 2.828
25,000 but less than 50,000 2.25 2.302
50,000 but less than 75,000 2.00 2.041
75,000 or more 1.75 1.781
- --------------------
</TABLE>
* The breakpoint sales charges are also applied on a dollar
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.
The secondary market sales charge per Unit for Trusts with
remaining terms of two or more years will be reduced pursuant to
the following graduated scale:
<TABLE>
<CAPTION>
PERCENT PERCENT OF
OF OFFERING NET AMOUNT
NUMBER OF UNITS* PRICE INVESTED
<S> <C> <C>
Less than 10,000 4.00% 4.167%
10,000 but less than 25,000 3.50 3.627
25,000 but less than 50,000 3.00 3.093
50,000 but less than 75,000 2.50 2.564
75,000 or more 2.25 2.302
- --------------------
</TABLE>
* The breakpoint sales charges are also applied on a dollar
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.
The reduced sales charges as shown on the table above will
apply to all purchases of Units on any one day by the same
purchaser from the same Underwriter or dealer and for this
purpose purchases of Units of 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.
The Sponsor intends to permit officers, directors and
employees of the Sponsor and its affiliates and, in the
discretion of the Sponsor, registered representatives of selling
firms to purchase Units of the Trust Funds without a sales
charge, although a transaction processing fee may be imposed on
such trades.
During the secondary market, the Evaluator will appraise or
cause to be appraised daily the value of the underlying
Securities as of 3:15 P.M. Central time on days the New York
Stock Exchange is open and will adjust the Public Offering Price
of the Units commensurate with such valuation. The Public
Offering Price will be effective for all orders received at or
prior to the close of trading on the New York Stock Exchange on
each such day. Orders received by the Trustee, Sponsor or any
dealer for purchases, sales or redemptions after that time, or on
a day when the New York Stock Exchange is closed, will be held
until the next determination of price.
The value of the Securities is determined on each business
day by the Evaluator based on the last bid prices during the
secondary market and for redemptions on the day the valuation is
made for Securities listed on a national stock exchange or, if
not so listed, on the last offer (or bid as the case may be)
prices on the over-the-counter market or by taking into account
the same factors referred to under "Redemption_Computation of
Redemption Price."
The minimum purchase in the secondary market is 100 Units of
a particular Trust Fund.
Public Distribution of Units. During the secondary
offering period, Units of each Trust Fund will be distributed to
the public at the Public Offering Price determined in the manner
provided above.
The Sponsor has qualified Units of each Trust Fund for sale
in a number of states. Units will be sold through dealers who are
members of the National Association of Securities Dealers, Inc.
and through others. Sales may be made to or through dealers at
prices which represent discounts from the Public Offering Price
as set forth below. Certain commercial banks are making Units of
the Trust 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 amounts shown in the table
below. Under the Glass-Steagall Act, banks are prohibited from
underwriting Trust Fund Units; however, the Glass-Steagall Act
does permit certain agency transactions and the banking
regulators have indicated that these particular agency
transactions are permitted under such Act. In addition, state
securities laws on this issue may differ from the interpretations
of Federal law expressed herein and banks and financial
institutions may be required to register as dealers pursuant to
state law. The Sponsor reserves the right to change the discounts
set forth below from time to time. In addition to such discounts,
the Sponsor may, from time to time, pay or allow an additional
discount, in the form of cash or other compensation, to dealers
employing registered representatives who sell, during a specified
time period, a minimum dollar amount of Units of a Trust and
other unit investment trusts underwritten by the Sponsor. At
various times the Sponsor may implement programs under which the
sales force of a broker or dealer may be eligible to win nominal
awards for certain sales efforts, or under which the Sponsor will
reallow to any such broker or dealer that sponsors sales contests
or recognition programs conforming to criteria established by the
Sponsor, or participates in sales programs sponsored by the
Sponsor, an amount not exceeding the total applicable sales
charges on the sales generated by such person at the public
offering price during such programs. Also, the Sponsor in its
discretion may from time to time pursuant to objective criteria
established by the Sponsor pay fees to qualifying brokers or
dealers for certain services or activities which are primarily
intended to result in sales of Units of the Trust Funds. Such
payments are made by the Sponsor out of its own assets, and not
out of the assets of the Trust Funds. These programs will not
change the price Unitholders pay for their Units or the amount
that a Trust Fund will receive from the Units sold. The
difference between the discount and the sales charge will be
retained by the Sponsor.
<TABLE>
<CAPTION>
REGULAR CONCESSION OR AGENCY COMMISSION
NUMBER OF UNITS* Less Than
Two Years Two or More Years
<S> <C> <C>
Less than 10,000 1.75% 2.75%
10,000 but less than 25,000 1.50 2.25
25,000 but less than 50,000 1.25 2.00
50,000 but less than 75,000 1.00 1.50
75,000 or more 1.00 1.25
- ---------------------
</TABLE>
* The breakpoint discounts are also applied on a dollar
basis utilizing a breakpoint equivalent in the above table
of $10 per Unit.
The Sponsor reserves the right to reject, in whole or in
part, any order for the purchase of Units.
Sponsor Profits;. The Sponsor will receive gross sales
charges equal to the percentage of the Public Offering Price of
the Units of a Trust Fund as stated under "Public Offering
Price."
MARKET FOR UNITS
While not obligated to do so, the Sponsor intends to,
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
bid value of the underlying Securities. The aggregate bid prices
of the underlying Securities 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 will be in
accord with that described in the currently effective prospectus
describing such Units. Any profit or loss resulting from the
resale of such Units will belong to the Sponsor. The Sponsor may
suspend or discontinue purchases of Units of the Trust Funds if
the supply of Units exceeds demand, or for other business
reasons.
REDEMPTION
General;. 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 Kemper Service
Company, service agent for the Trustee at P.O. Box 419430, Kansas
City, Missouri 64141-6430 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 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 as provided under
"Unitholders_Ownership of Units." A certificate should only be
sent by registered or certified mail for the protection of the
Unitholder. Since tender of the certificate is required for
redemption when one has been issued, Units represented by a
certificate cannot be redeemed until the certificate representing
such Units has been received by the purchasers.
Redemption shall be made by the Trustee on the seventh
calendar day following the day on which a tender for redemption
is received, or if the seventh calendar day is not a business
day, on the first business day prior thereto (the "Redemption
Date") by payment of cash equivalent to the Redemption Price for
the Trust Fund involved, 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 such Trust Fund 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 a Trust
Fund at the time of redemption.
Under regulations issued by the Internal Revenue Service,
the Trustee is required to withhold a specified 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 unpaid dividends
shall be withdrawn from the Income Account of the Trust Fund
involved to the extent that funds are available for such purpose.
All other amounts paid on redemption shall be withdrawn from the
Capital Account for such Trust Fund. The Trustee is empowered to
sell Securities for a Trust Fund in order to make funds available
for the redemption of Units of such Trust Fund. Such sale may be
required when Securities would not otherwise be sold and might
result in lower prices than might otherwise be realized. To the
extent Securities are sold, the size and diversity of the
affected Trust Fund will be reduced.
The Trustee is irrevocably authorized in its discretion, if
an Underwriter does not elect to purchase any Unit tendered for
redemption, in lieu of redeeming such Units, to sell such Units
in the over-the-counter market for the account of tendering
Unitholders at prices which will return to the Unitholders
amounts in cash, net after brokerage commissions, transfer taxes
and other charges, equal to or in excess of the Redemption Price
for such Units. In the event of any such sale, the Trustee shall
pay the net proceeds thereof to the Unitholders on the day they
would otherwise be entitled to receive payment of the Redemption
Price.
Unitholders tendering Units for redemption may request a
distribution in kind (a "Distribution In Kind") from the Trustee
in lieu of cash redemption. A Unitholder may request a
Distribution In Kind of an amount and value of Securities per
Unit equal to the Redemption Price per Unit as determined as of
the evaluation time next following the tender, provided that the
tendering Unitholder is entitled to receive at least $50,000
($25,000 for certain Trusts) of proceeds as part of his or her
distribution and the Unitholder has elected to redeem prior to
the date specified in Part Two for each Trust. If the Unitholder
meets these requirements, a Distribution In Kind will be made by
the Trustee through the distribution of each of the Securities of
the Trust involved in book entry form to the account of the
Unitholder's bank or broker-dealer at Depository Trust Company.
The tendering Unitholder shall be entitled to receive whole
shares of each of the Securities comprising the portfolio of the
Trust involved and cash from the Capital Account equal to the
fractional shares to which the tendering Unitholder is entitled.
The Trustee shall make any adjustments necessary to reflect
differences between the Redemption Price of the Units and the
value of the Securities distributed in kind as of the date of
tender. If funds in the Capital Account are insufficient to cover
the required cash distribution to the tendering Unitholder, the
Trustee may sell Securities. The in kind redemption option may be
terminated by the Sponsor on a date other than that specified
under "Redemption in Kind" upon notice to the Unitholders prior
to the specified date.
To the extent that Securities are redeemed in kind or sold,
the size and diversity of the affected Trust Fund will be reduced
but each remaining Unit will continue to represent approximately
the same proportional interest in each Security. Sales may be
required at a time when Securities would not otherwise be sold
and may result in lower prices than might otherwise be realized.
The price received upon redemption may be more or less than the
amount paid by the Unitholder depending on the value of the
Securities in the portfolio at the time of redemption. Special
Federal income tax consequences will result if a Unitholder
requests a Distribution In Kind (see "Federal Tax Status").
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 each Trust Agreement; or (3) for such other
period as the Securities and Exchange Commission may by order
permit. The Trustee is not liable to any person in any way for
any loss or damage which may result from any such suspension or
postponement.
Computation of Redemption Price;. The Redemption Price per
Unit (as well as the secondary market Public Offering Price) will
be determined on the basis of the aggregate underlying bid value
of the Securities in the Trust Fund involved. On the Initial Date
of Deposit, the Public Offering Price per Unit (which is based on
the underlying offering prices of the Securities and includes the
sales charge) exceeded the value at which Units could have been
redeemed by the amount shown under "Essential Information." While
the Trustee has the power to determine the Redemption Price per
Unit when Units are tendered for redemption, such authority has
been delegated to the Evaluator which determines the price per
Unit on a daily basis. The Redemption Price per Unit is the pro
rata share of each Unit in a Trust Fund determined on the basis
of (i) the cash on hand in such Trust Fund or monies in the
process of being collected and (ii) the value of the Securities
in the Trust Fund less (a) amounts representing taxes or other
governmental charges payable out of the Trust, (b) any amount
owing to the Trustee for its advances and (c) the accrued
expenses of such Trust. The Evaluator may determine the value of
the Securities in a Trust Fund in the following manner: if the
Security is listed on a national securities exchange, the
evaluation will generally be based on the last bid price on the
exchange (unless the Evaluator deems the price inappropriate as a
basis for evaluation). If the Security is not so listed or, if so
listed and the principal market for the Security is other than on
the exchange, the evaluation will generally be made by the
Evaluator in good faith based on the last bid price on the
over-the-counter market (unless the Evaluator deems such price
inappropriate as a basis for evaluation) or, if a bid price is
not available, (1) on the basis of the current bid price for
comparable securities, (2) by the Evaluator's appraising the
value of the Securities in good faith at the bid side of the
market or (3) by any combination thereof. See "Public Offering of
Units_Public Offering Price."
RETIREMENT PLANS
Each Trust Fund may be well suited for purchase by
Individual Retirement Accounts, Keogh Plans, pension funds and
other qualified retirement plans, certain of which are briefly
described below.
Generally, capital gains and income received under each of
the foregoing plans are deferred from Federal taxation. All
distributions from such plans are generally treated as ordinary
income but may, in some cases, be eligible for special income
averaging or tax-deferred rollover treatment. Investors
considering participation in any such plan should review specific
tax laws related thereto and should consult their attorneys or
tax advisers with respect to the establishment and maintenance of
any such plan. Such plans are offered by brokerage firms and
other financial institutions. Each Trust will waive the $1,000
minimum investment requirement for IRA accounts. The minimum
investment is $250 for tax-defined 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 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
nondeductible 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 each Trust may be
purchased by qualified pension or profit sharing plans maintained
by corporations, partnerships or sole proprietors. The maximum
annual contribution for a participant in a money purchase pension
plan or to paired profit sharing and pension plans is the lesser
of 25% of compensation or $30,000. Prototype plan documents for
establishing qualified retirement plans are available from the
Sponsor upon request.
Excess Distributions Tax. In addition to the other taxes
due by reason of a plan distribution, a tax of 15% may apply to
certain aggregate distributions from IRAs, Keogh plans, and
corporate retirement plans to the extent such aggregate taxable
distributions exceed specified amounts (generally $150,000, as
adjusted) during a tax year. This 15% tax will not apply to
distributions on account of death, qualified domestic relations
orders or amounts rolled over to an eligible plan. In general,
for lump sum distributions the excess distribution over $750,000
(as adjusted) will be subject to the 15% tax.
The Trustee, Investors Fiduciary Trust Company ("IFTC"), 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 IFTC 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
can not be issued.
UNITHOLDERS
Ownership of Units;. Ownership of Units of a Trust Fund
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. 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 by 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 with such other
signature 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 or any multiple thereof,
subject to each Trust's minimum investment requirement of 100
Units or $1,000. Fractions of Units, if any, will be computed to
three decimal places. 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;. Income received by a Trust
is credited by the Trustee to the Income Account of such Trust.
Other receipts are credited to the Capital Account of such Trust.
Income received by a Trust will be distributed on or shortly
after the date set forth in Part Two for each Trust on a pro rata
basis to Unitholders of record as of the preceding record date
(which will be the first day of the related month). All
distributions will be net of applicable expenses. There is no
assurance that any actual distributions will be made since all
dividends received may be used to pay expenses. In addition,
amounts from the Capital Account of such Trust, if any, will be
distributed at least annually in December to the Unitholders then
of record. Proceeds received from the disposition of any of the
Securities after a record date and prior to the following
distribution date will be held in the Capital Account and not
distributed until the next distribution date applicable to such
Capital Account. The Trustee shall not be required to make a
distribution from the Capital Account unless the cash balance on
deposit therein available for distribution shall be sufficient to
distribute at least $1.00 per Unit. The Trustee is not required
to pay interest on funds held in the Capital or Income Accounts
(but may itself earn interest thereon and therefore benefits from
the use of such funds). The Trustee is authorized to reinvest any
funds held in the Capital or Income Accounts, pending
distribution, in U.S. Treasury obligations which mature on or
before the next applicable distribution date. Any obligations so
acquired must be held until they mature and proceeds therefrom
may not be reinvested.
The distribution to the Unitholders as of each record date
will be made on the following distribution date or shortly
thereafter and shall consist of an amount substantially equal to
such portion of the Unitholders' pro rata share of the dividend
distributions then held in the Income Account after deducting
estimated expenses. Because dividends are not received by a Trust
at a constant rate throughout the year, such distributions to
Unitholders are expected to fluctuate. Persons who purchase Units
will commence receiving distributions only after such person
becomes a record owner. Notification to the Trustee of the
transfer of Units is the responsibility of the purchaser, but in
the normal course of business such notice is provided by the
selling broker-dealer.
As of the first day of each month, the Trustee will deduct
from the Income Account of a Trust and, to the extent funds are
not sufficient therein, from the Capital Account of such Trust
amounts necessary to pay the expenses of the Trust (as determined
on the basis set forth under "Trust Operating Expenses"). The
Trustee also may withdraw from said accounts such amounts, if
any, as it deems necessary to establish a reserve for any
governmental charges payable out of such Trust. Amounts so
withdrawn shall not be considered a part of the Trust's assets
until such time as the Trustee shall return all or any part of
such amounts to the appropriate accounts. In addition, the
Trustee may withdraw from the Income and Capital Accounts of such
Trust such amounts as may be necessary to cover redemptions of
Units.
Distribution Reinvestment;. Kemper Financial Services, Inc.
("KFS"), an affiliate of the Sponsor, is the investment manager
and principal underwriter of several front-end load mutual funds.
Each Unitholder of a Trust Fund may elect to have distributions
of capital (including capital gains, if any) or dividends or both
automatically invested without charge in shares of any one of
these funds which are registered in such Unitholder's state of
residence, other than those Kemper-advised mutual funds sold with
a contingent deferred sales charge. Since the portfolio
securities and investment objectives of such Kemper-advised
mutual funds may differ significantly from that of the Trust
Funds, Unitholders should carefully consider the consequences
before selecting such mutual funds for reinvestment. Detailed
information with respect to the investment objectives and the
management of such mutual 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 referred to
below 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
"Unitholders_Distributions to Unitholders."
The Program Agent is Investors Fiduciary Trust Company. All
inquiries concerning participation in distribution reinvestment
should be directed to the Kemper Service Company, service agent
for the Program Agent at P.O. Box 419430, Kansas City, Missouri
64141-6430, telephone (800) 422-2848.
Statements to Unitholders;. With each distribution, the
Trustee will furnish or cause to be furnished to each Unitholder
a statement of the amount of income 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 Fund are required to be audited
annually, at such Trust Fund's expense, by independent public
accountants designated by such Sponsor, unless the Trustee
determines that such an audit would not be in the best interest
of the Unitholders of such Trust Fund. The accountants' report
will be furnished by the Trustee to any Unitholder of a Trust
Fund 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 Fund a statement, covering the calendar
year, setting forth for such Trust Fund:
A. As to the Income Account:
1. Income received;
2. Deductions for applicable taxes and for fees
and expenses of the Trust and for redemptions of Units,
if any; and
3. The balance remaining after
such
distributions and deductions, expressed in each case
both as a total dollar amount and as a dollar amount
representing the pro rata share of each Unit
outstanding on the last business day of such calendar
year; and
B. As to the Capital Account:
1. The dates of disposition of any Securities
(other than pursuant to Distribution In Kind) and the
net proceeds received therefrom;
2. The results of Distributions In Kind in
connection with redemptions of Units, if any;
3. Deductions for payment of applicable taxes
and fees and expenses of the Trust held for
distribution to Unitholders of record as of a date
prior to the determination; and
4. The balance remaining after
such
distributions and deductions expressed both as a total
dollar amount and as a dollar amount representing the
pro rata share of each Unit outstanding on the last
business day of such 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 Income and Capital Accounts
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 Fund 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 Fund.
No Unitholder shall have the right to control the operation
and management of a Trust Fund in any manner, except to vote with
respect to the amendment of the Trust Agreement or termination of
a Trust Fund.
INVESTMENT SUPERVISION
The Trust Funds are unit investment trusts and are not
"actively managed" funds. Traditional methods of investment
management for a managed fund typically involve frequent changes
in a portfolio of securities on the basis of economic, financial
and market analyses. The portfolios of the Trust Funds, however,
will not be actively managed and therefore the adverse financial
condition of an issuer will not necessarily require the sale of
its securities from a portfolio. However, the Sponsor may direct
the Trustee to dispose of Securities upon default in payment of
amounts due on debt obligations of the issuer of the Securities
or upon a decline in price or the occurrence of other market or
credit factors that in the opinion of the Sponsor would make the
retention of such Securities in a Trust Fund detrimental to the
interest of the Unitholders. If the Trustee disposes of such
Securities, the Trustee cannot use the proceeds of the sale to
purchase additional Securities to be included in such Trust. Any
proceeds must be distributed directly to the Unitholders on a pro
rata basis.
The Trustee may sell Securities, designated by the Sponsor,
from a Trust Fund for the purpose of redeeming Units of such
Trust Fund 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 portfolios of the Trust Funds. For
information relating to the responsibilities of the Trustee under
the Trust Agreement, reference is made to the material set forth
under "Unitholders."
In accordance with the Trust Agreement, the Trustee shall
keep records of all transactions at its office. Such records
shall include the name and address of, and the number of Units
held by, every Unitholder of each Trust Fund. Such books and
records shall be open to inspection by any Unitholder of a Trust
Fund at all reasonable times during usual business hours. The
Trustee shall make such annual or other reports as may from time
to time be required under any applicable state or Federal
statute, rule or regulation. The Trustee shall keep a certified
copy or duplicate original of the Trust Agreement on file in its
office available for inspection at all reasonable times during
usual business hours by any Unitholder, together with a current
list of the Securities held in a Trust Fund. Pursuant to the
Trust Agreement, the Trustee may employ one or more agents for
the purpose of custody and safeguarding of Securities comprising
each Trust Fund.
Under the Trust Agreement, the Trustee or any successor
trustee may resign and be discharged of the trust created by the
Trust Agreement by executing an instrument in writing and filing
the same with the Sponsor.
The Trustee or successor trustee must mail a copy of the
notice of resignation to all Unitholders then of record, not less
than sixty 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 thirty
days after notification, the retiring Trustee may apply to a
court of competent jurisdiction for the appointment of a
successor. The Sponsor may at any time remove the Trustee with
or without cause and appoint a successor trustee as provided in
the Trust Agreement. Notice of such removal and appointment
shall be mailed to each Unitholder by the Sponsor. Upon execution
of a written acceptance of such appointment by such successor
trustee, all the rights, powers, duties and obligations of the
original Trustee shall vest in the successor. The Trustee shall
be a corporation organized under the laws of the United States,
or any state thereof, which is authorized under such laws to
exercise trust powers. The Trustee shall have at all times an
aggregate capital, surplus and undivided profits of not less than
$5,000,000.
The Sponsor;. The Sponsor, Kemper Unit Investment Trusts,
with an office at 77 West Wacker Drive, 29th Floor, Chicago,
Illinois 60601, (800) 621-5024, is a service of Kemper
Securities, Inc. which is a wholly-owned subsidiary of Kemper
Financial Companies, Inc. which, in turn, is a wholly-owned
subsidiary of Kemper Corporation. The Sponsor acts as underwriter
of a number of other Kemper unit investment trusts and will act
as underwriter of any other unit investment trust products
developed by the Sponsor in the future. As of January 31, 1994,
the total stockholder's equity of Kemper Securities, Inc. was
$261,673,436 (unaudited).
If at any time the Sponsor shall fail to perform any of its
duties under the Trust Agreement or shall become incapable of
acting or shall be adjudged a bankrupt or insolvent or shall have
its affairs taken over by public authorities, then the Trustee
may (a) appoint a successor sponsor at rates of compensation
deemed by the Trustee to be reasonable and not exceeding such
reasonable amounts as may be prescribed by the Securities and
Exchange Commission, or (b) terminate the Trust Agreement and
liquidate the Trust Fund involved as provided therein, or (c)
continue to act as Trustee without terminating the Trust
Agreement.
The foregoing financial information with regard to the
Sponsor relates to the Sponsor only and not to the Trust Funds.
Such information is included in this Prospectus only for the
purpose of informing investors as to the financial responsibility
of the Sponsor and its ability to carry out its contractual
obligations with respect to the Trust Funds. More comprehensive
financial information can be obtained upon request from the
Sponsor.
The Evaluator;. Kemper Unit Investment Trusts, the Sponsor,
also serves as Evaluator. The Evaluator may resign or be removed
by the Trustee in which even 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 thirty 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.
Amendment and Termination;. The Trust Agreement may be
amended by the Trustee and the Sponsor without the consent of any
of the Unitholders: (1) to cure any ambiguity or to correct or
supplement any provision which may be defective or inconsistent;
(2) to change any provision thereof as may be required by the
Securities and Exchange Commission or any successor governmental
agency; or (3) to make such provisions as shall not materially
adversely affect the interests of the Unitholders. The Trust
Amendment with respect to a Trust Fund 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
Fund, 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 Fund. In no event shall the Trust
Agreement be amended to increase the number of Units of a Trust
Fund issuable thereunder or to permit, except in accordance with
the provisions of the Trust Agreement, the acquisition of any
Securities in addition to or in substitution for those initially
deposited in a Trust Fund. The Trustee shall promptly notify
Unitholders of the substance of any such amendment.
The Trust Agreement provides that a Trust Fund shall
terminate upon the liquidation, redemption or other disposition
of the last of the Securities held in such Trust Fund but in no
event is it to continue beyond the Mandatory Termination Date set
forth under "Essential Information." If the value of a Trust Fund
shall be less than the applicable minimum value stated under
"Essential Information" (40% of the aggregate value of the
Securities_based on the value at the date of deposit of such
Securities into such Trust Fund), the Trustee may, in its
discretion, and shall, when so directed by the Sponsor, terminate
the Trust Fund. The Trust Fund may be terminated at any time by
the holders of Units representing 66-2/3% of the Units thereof
then outstanding.
No later than the date specified under "Liquidation Period"
set forth under "Essential Information," the Trustee will begin
to sell all of the underlying Securities on behalf of Unitholders
in connection with the termination of a Trust Fund. The Sponsor
has agreed to assist the Trustee in these sales. The sale
proceeds will be net of any incidental expenses involved in the
sales.
The Sponsor will attempt to sell the Securities as quickly
as it can during the Liquidation Period without in its judgment
materially adversely affecting the market price of the
Securities, but it is expected that all of the Securities will in
any event be disposed of by the end of the Liquidation Period.
The Sponsor does not anticipate that the period will be longer
than one month, and it could be as short as one day, depending on
the liquidity of the Securities being sold. The liquidity of any
Security depends on the daily trading volume of the Security and
the amount that the Sponsor has available for sale on any
particular day.
It is expected (but not required) that the Sponsor will
generally follow the following guidelines in selling the
Securities: for highly liquid Securities, the Sponsor will
generally sell Securities on the first day of the Liquidation
Period; for less liquid Securities, on each of the first two days
of the Liquidation Period, the Sponsor will generally sell any
amount of any underlying Securities at a price no less than 1/2
of one point under the last closing sale price of those
Securities. Thereafter, the price limit will increase to one
point under the last closing sale price. After four days, the
Sponsor currently intends to sell at least a fraction of the
remaining underlying Securities, the numerator of which is one
and the denominator of which is the total number of days
remaining (including that day) in the Liquidation Period without
any price restrictions. Of course, no assurances can be given
that the market value of the Securities will not be adversely
affected during the Liquidation Period.
Any Unitholder who wishes to receive a Distribution In Kind
at the termination of a Trust and who otherwise qualifies for
such a distribution (see "Redemption") must notify the Trustee no
later than the date indicated in Part Two for each Trust.
In the event of termination of a Trust Fund, written notice
thereof will be sent by the Trustee to all Unitholders of such
Trust Fund. Within a reasonable period after termination, the
Trustee will sell any Securities remaining in that Trust Fund
and, after paying all expenses and charges incurred by such Trust
Fund, 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 Income and Capital
Accounts of the Trust Fund.
Limitations on Liability;. The Sponsor: The Sponsor is
liable for the performance of its obligations arising from its
responsibilities under the Trust Agreement, but will be under no
liability to the Unitholders for taking any action or refraining
from any action in good faith pursuant to the Trust Agreement or
for errors in judgment, except in cases of its own gross
negligence, bad faith or willful misconduct. The Sponsor shall
not be liable or responsible in any way for depreciation or loss
incurred by reason of the sale of any Securities.
The Trustee: The Trust Agreement provides that the Trustee
shall be under no liability for any action taken in good faith in
reliance upon prima facie properly executed documents or for the
disposition of monies, Securities or certificates except by
reason of its own gross negligence, bad faith or willful
misconduct, nor shall the Trustee be liable or responsible in any
way for depreciation or loss incurred by reason of the sale by
the Trustee of any Securities. In the event that the Sponsor
shall fail to act, the Trustee may act and shall not be liable
for any such action taken by it in good faith. The Trustee shall
not be personally liable for any taxes or other governmental
charges imposed upon or in respect of the Securities or upon the
interest thereof. In addition, the Trust Agreement contains other
customary provisions limiting the liability of the Trustee.
The Evaluator: The Trustee and Unitholders may rely on any
evaluation furnished by the Evaluator and shall have no
responsibility for the accuracy thereof. The Trust Agreement
provides that the determinations made by the Evaluator shall be
made in good faith upon the basis of the best information
available to it, provided, however, that the Evaluator shall be
under no liability to the Trustee or Unitholders for errors in
judgment, but shall be liable only for its gross negligence, lack
of good faith or willful misconduct.
EXPENSES OF THE TRUSTS
The Sponsor will not charge the Trusts any fees for services
performed as Sponsor. The Sponsor will receive a portion of the
sale commissions paid in connection with the purchase of Units
and will share in profits, if any, related to the deposit of
Securities in the Trust Funds. The Sponsor has borne all the
expenses of creating and establishing the Trusts including the
cost of the initial preparation, printing and execution of the
Prospectus, Trust Agreement and certificates, legal and
accounting expenses, advertising and selling expenses, payment of
closing fees, the expenses of the Trustee and other out-of-pocket
expenses.
The Trustee receives for its services that fee set forth
under "Essential Information" in Part Two for each Trust. The
Trustee's fee which is calculated monthly is based on the largest
number of Units outstanding during the calendar year for which
such compensation relates. The Trustee's fees are payable monthly
on or before the fifteenth day of the month from the Income
Account to the extent funds are available and then from the
Capital Account. The Trustee benefits to the extent there are
funds for future distributions, payment of expenses and
redemptions in the Capital and Income Accounts since these
Accounts are non-interest bearing and the amounts earned by the
Trustee are retained by the Trustee. Part of the Trustee's
compensation for its services to the Trust Funds is expected to
result from the use of these funds.
For evaluation of Securities in the Trust Funds, the
Evaluator shall receive that fee set forth under "Essential
Information" in Part Two for each Trust, payable monthly, based
upon the largest number of Units outstanding during the calendar
year for which such compensation relates.
The Trustee's fees and the Evaluator's fees are deducted
from the Income Account of each Trust Fund to the extent funds
are available and then from the Capital Account. Each such fee
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.
The following additional charges are or may be incurred by
each Trust Fund: (a) fees for the Trustee's extraordinary
services; (b) expenses of the Trustee (including legal and
auditing expenses, but not including any fees and expenses
charged by an agent for custody and safeguarding of Securities)
and of 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 a Trust
Fund. The fees and expenses set forth herein are payable out of
the Trust Fund involved and, when owing to the Trustee, are
secured by a lien on that Trust Fund. The fees and expenses set
forth herein are payable out of the Trust involved. When such
fees and expenses are paid by or owing to the Trustee, they are
secured by a lien on the portfolio of such Trust Fund. Since the
Securities are all common stocks, and the income stream produced
by dividend payments is unpredictable, the Sponsor cannot provide
any assurance that dividends will be sufficient to meet any or
all expenses of a Trust Fund. If the balances in the Income and
Capital Accounts are insufficient to provide for amounts payable
by a Trust, the Trustee has the power to sell Securities to pay
such amounts. These sales may result in capital gains or losses
to Unitholders. See "Federal Tax Status."
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 AUDITORS
The statement of net assets, including the schedule of
investments, of each Trust appearing in Part Two for each
Prospectus and Registration Statement have been audited by Ernst
& Young LLP, independent auditors, as set forth in their reports
thereon appearing elsewhere therein and in the Registration
Statement, and are included in reliance upon such reports given
upon the authority of such firm as experts in accounting and
auditing.
<PAGE>
Kemper Equity Portfolio Trust
Series 9
(Global Natural Resources)
Part Two
Dated April 28, 1995
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.
NOTE: Part Two of this Prospectus May Not Be Distributed unless
Accompanied by
Part One.
<PAGE>
Kemper Equity Portfolio Trust
Series 9
(Global Natural Resources)
Essential Information
As of March 17, 1995
Sponsor and Evaluator: Kemper Unit Investment
Trusts
Trustee: Investors Fiduciary Trust
Company
<TABLE>
<CAPTION>
General Information
<S>
<C>
Aggregate Value of the Stocks in Trust
$10,187,146
Number of Units
1,106,492
Fractional Undivided Interest in the Trust per Unit
1/1,106,492
Public Offering Price per Unit:
Aggregate Value of Securities in the Trust
$10,187,146
Aggregate Value of Securities per Unit
$9.21
Net Cash per Unit
$.05
Sales Charge 4.0% (4.167% of the net amount invested)
per Unit
$.39
Public Offering Price per Unit
$9.65
Redemption Price per Unit
$9.26
</TABLE>
Minimum Value of the Trust
under which Trust Agreement
may be Terminated Trust agreement may be
terminated if
value of Trust Fund is
less than 40%
of the value of the
Securities when
deposited in the
portfolio.
Date of Trust Agreement August 23, 1994
Mandatory Termination Date December 31, 2000
Evaluator's Annual Evaluation Fee Maximum of $.0045 per
Unit
Trustee's Annual Fee $.008 per Unit
Record Dates First day of January,
April, July
and October
Distribution Dates Fifteenth day of
January, April,
July and October
Evaluations for purpose of sale, purchase or redemption of Units
are made as
of 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.
<PAGE>
Report of Independent Auditors
Unitholders
Kemper Equity Portfolio Trust
Series 9 (Global Natural Resources)
We have audited the accompanying statement of assets and
liabilities,
including the schedule of investments, of Kemper Equity Portfolio
Trust Series
9 (Global Natural Resources) as of December 31, 1994, and the
related
statements of operations and changes in net assets for the period
from August
23, 1994 (Date of Initial Deposit) to December 31, 1994. These
financial
statements are the responsibility of the Trust's sponsor. Our
responsibility
is to express an opinion on these 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 investments owned as of
December 31, 1994,
by correspondence with the custodial bank. 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 that 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 Equity
Portfolio Trust
Series 9 (Global Natural Resources) at December 31, 1994, and the
results of
its operations and the changes in its net assets for the period
from August
23, 1994 to December 31, 1994, in conformity with generally
accepted
accounting principles.
Ernst & Young LLP
Kansas City, Missouri
April 14, 1995
<PAGE>
Kemper Equity Portfolio Trust
Series 9
(Global Natural Resources)
Statement of Assets and Liabilities
December 31, 1994
<TABLE>
<CAPTION>
<S> <C>
<C>
Assets
Investments, at value (cost $11,043,794)
$10,404,763
Cash
52,867
Dividends receivable
18,957
- -----------
Total assets
10,476,587
Liabilities and net assets
Distributions payable
51,181
Accrued liabilities
2,144
- -----------
53,325
Net assets, applicable to 1,095,244 Units
outstanding:
Cost of Trust assets $11,043,794
Unrealized depreciation (639,031)
Distributable funds 18,499
-----------
- -----------
Net assets
$10,423,262
===========
Net asset value per Unit
$9.52
===========
</TABLE>
[FN]
See accompanying notes to financial statements.
<PAGE>
Kemper Equity Portfolio Trust
Series 9
(Global Natural Resources)
Statement of Operations
<TABLE>
<CAPTION>
Period from
August 23,
1994 to
December 31,
1994
<S>
<C>
- ----------
Investment income - dividends
$81,477
Expenses:
Trustee's fees and related expenses
3,366
Evaluator's fees
1,317
Foreign tax expense
6,285
- ----------
Total expenses
10,968
- ----------
Net investment income
70,509
Unrealized depreciation on investments during the period
(639,031)
- ----------
Net decrease in net assets resulting from operations
$(568,522)
==========
</TABLE>
[FN]
See accompanying notes to financial statements.
<PAGE>
Kemper Equity Portfolio Trust
Series 9
(Global Natural Resources)
Statement of Changes in Net Assets
<TABLE>
<CAPTION>
Period from
August 23,
1994 to
December 31,
1994
<S>
<C>
- -----------
Operations:
Net investment income
$70,509
Unrealized depreciation on investments during
the period
(639,031)
- -----------
Net decrease in net assets resulting from operations
(568,522)
Distributions to Unitholders:
Net investment income
(52,010)
Capital transactions:
Issuance of 1,095,244 Units
11,043,794
- -----------
Total increase in net assets
10,423,262
Net assets:
Beginning of the period
-
- -----------
End of the period (including distributable funds
applicable to Trust Units of $18,499 at
December 31, 1994)
$10,423,262
===========
Trust Units outstanding at the end of the period
1,095,244
===========
</TABLE>
[FN]
See accompanying notes to financial statements.
<PAGE>
Kemper Equity Portfolio Trust
Series 9
(Global Natural Resources)
Schedule of Investments
December 31, 1994
<TABLE>
<CAPTION>
Market
Shares Name of Issuer
Value
<S> <C> <C>
<C>
------ -----------------------------------------------
- -----------
17,600 Allegheny Ludlum Corporation
$330,000
11,000 Alumax, Inc. (2)
312,125
4,400 Aluminum Company of America
382,800
15,400 American Barrick Resources Corporation
346,500
5,500 Anglo American Corporation of
South Africa Ltd. - ADR (1)
318,313
4,400 British Petroleum Company, Plc. - ADR (1)
352,550
14,300 British Steel Plc. - ADR (1)
348,563
5,500 Broken Hill Proprietary Company, Ltd. - ADR (1)
338,938
22,000 Cominco Limited (2)
390,500
12,100 Cyprus Amax Minerals Company
317,625
22,000 Driefontein Consolidated Limited - ADR (1)
338,250
6,600 Exxon Corporation
403,425
15,400 Freeport-McMoRan Copper & Gold, Inc.
329,175
19,800 Hanson Plc.
358,875
18,700 Homestake Mining Company
324,913
25,300 Horsham Corporation (2)
319,412
13,200 Inco, Ltd.
379,500
14,300 Minorco, S.A. - ADR (1)
341,412
8,800 Norsk Hydro A.S. (2)
345,400
5,500 Nucor Corporation
306,625
5,500 Phelps Dodge Corporation
341,687
16,500 Placer Dome, Inc.
363,000
13,200 Potash Corporation of Saskatchewan, Inc.
448,800
3,300 Royal Dutch Petroleum Company
348,150
6,600 RTZ Plc. - ADR (1)
355,575
23,100 Santa Fe Pacific Gold Corporation (2)
300,300
37,400 Vaal Reefs Exploration & Mining
Company, Ltd. - ADR (1) (2)
341,275
15,400 Western Mining Corporation Holdings
Limited - ADR (1)
361,900
16,500 Worthington Industries, Inc.
330,000
15,400 YPF Sociedad Anonima - ADR (1)
329,175
- -----------
$10,404,763
===========
</TABLE>
Notes to Schedule of Investments
1. ADR indicates American Depository Receipt.
2. Securities on which no cash dividend was paid during the
preceding twelve
months.
[FN]
See accompanying notes to financial statements.
<PAGE>
Kemper Equity Portfolio Trust
Series 9
(Global Natural Resources)
Notes to Financial Statements
1. Significant Accounting Policies
Valuation of Investments
As of the date of the financial statements and during the Trust's
primary
offering period, the Trust's Stocks are valued at the closing
offer prices as
determined by Kemper Unit Investment Trusts (A Service of Kemper
Securities,
Inc.), the "Evaluator" and sponsor of the Trust. The evaluations
are based on
the closing offer prices on that day on the national securities
exchange which
is the principal market on which the Securities are traded.
After the primary
offering period, the Stocks will be valued at the closing bid
prices as
determined by Kemper Unit Investment Trusts. If there are no
appropriate
prices available from a national securities exchange, then the
prices will be
determined as follows: (a) on the basis of current prices for
comparable
securities, (b) appraisal of the value of the Stocks in good
faith on the side
of the market or (c) by any combination of the above.
Cost of Investments
Cost of the Trust's Stocks was based on the last offer prices of
the Stocks on
the dates of deposits of such securities acquired during the
primary sales
period, as determined by the Evaluator. Realized gain (loss)
from investment
transactions is reported on a first-in, first-out basis.
Investment Income
Dividends are recorded on the ex-dividend date.
2. Unrealized Appreciation and Depreciation
Following is an analysis of net unrealized depreciation at
December 31, 1994:
<TABLE>
<CAPTION>
<S>
<C>
Gross unrealized depreciation
$(702,819)
Gross unrealized appreciation
63,788
- ----------
Net unrealized depreciation
$(639,031)
==========
</TABLE>
<PAGE>
Kemper Equity Portfolio Trust
Series 9
(Global Natural Resources)
Notes to Financial Statements (continued)
3. Transactions with Affiliates
From the inception of the Trust through January 31, 1995, the
Trustee,
Investors Fiduciary Trust Company (IFTC), was 50% owned by Kemper
Financial
Services, Inc., an affiliate of Kemper Unit Investment Trusts.
On that date,
State Street Boston Corporation acquired IFTC. Payments to the
Trustee will
be paid at the rate of approximately $.008 per annum per Unit.
Such
compensation will be computed monthly on the basis of the largest
number of
Units outstanding at any time during the calendar year. The
Trustee also will
benefit to the extent that it holds funds in noninterest-bearing
accounts. In
addition, the regular and recurring annual expenses of the Trust,
including
without limitation certain mailing, printing and other
miscellaneous expenses,
are estimated to be $.0035 per Unit. Actual expenses payable by
the Trust may
be more or less than this estimate.
The annual Evaluator's fee, calculated monthly, is $.0045 per
annum per Unit
based on the largest number of Units outstanding during the
calendar year.
4. Federal Income Taxes and Dividends to Unitholders
The Trust is not an association taxable as a corporation for
federal income
tax purposes. Each Unitholder is considered to be the owner of a
pro rata
portion of the Trust under Subpart E, Subchapter J of Chapter 1
of the
Internal Revenue Code of 1986, as amended. Accordingly, no
provision has been
made for federal income taxes.
5. Other Information
Cost to Investors
The cost to initial investors of Units of the Trust was based on
the aggregate
value of the Stocks in the Trust valued at the closing prices on
the offer
side of the market on the business day prior to the Date of
Deposit, plus or
minus a pro rata share of any distributable funds, plus a sales
charge of
4.75% (4.987% of the net amount invested). Thereafter, the
Public Offering
Price per Unit will be based on the aggregate market value of the
Securities
valued at the closing bid prices, plus or minus a pro rata share
of any
distributable funds, plus a 4.0% sales charge (equivalent to
4.167% of the net
amount invested).
<PAGE>
<TABLE>
Kemper Equity Portfolio Trust
Series 9
(Global Natural Resources)
Notes to Financial Statements (continued)
5. Other Information (continued)
The sponsor intends to permit officers, directors and employees
of the sponsor
and its affiliates and, in the discretion of the sponsor,
registered
representatives of selling firms to purchase Units of the Trust
without a
sales charge.
Selected data per Unit of the Trust outstanding during the period
- -
<CAPTION>
Period from
August 23,
1994 to
December 31,
1994
<S>
<C>
-----
Investment income - dividends
$.07
Expenses
.01
-----
Net investment income
.06
Distribution to Unitholders:
Net investment income
(.05)
Net loss on investments
(.01)
-----
Change in net asset value
-
Net asset value:
Beginning of the period
9.52*
-----
End of the period, including distributable funds
$9.52
=====
</TABLE>
[FN]
* Value at Date of Initial Deposit (August 23, 1994).
<PAGE>
Consent of Independent Auditors
We consent to the reference to our firm under the caption
"Independent
Auditors" and to the use of our report dated April 14, 1995, in
this Post-
Effective Amendment to the Registration Statement (Form S-6) and
related
Prospectus of Kemper Equity Portfolio Trust Series 9 (Global
Natural
Resources) dated April 28, 1995.
Ernst & Young LLP
Kansas City, Missouri
April 28, 1995
<PAGE>
Contents of Post-Effective AmendmentTo Registration Statement
This Post-Effective amendment to the Registration Statement
comprises the following papers and documents:
The facing sheet
The prospectus
The signatures
The Consent of Independent Accountants
<PAGE>
Signatures
Pursuant to the requirements of the Securities Act of 1933,
The Registrant, Kemper Equity Portfolio Trust, Series 9,
certifies that it meets all of the requirements for effectiveness
of this registration statement pursuant to Rule 485(b) under the
Securities Act of 1933 and 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 27th day of April, 1995.
Kemper Equity Portfolio Trust,
Series 9
Registrant
By: Kemper Unit Investment Trusts
(a service of Kemper
Securities, Inc.)
Depositor
By: Michael J. Thoms
Vice President
Pursuant to the requirements of the Securities Act of 1933,
this Amendment to the Registration Statement has been signed
below on April 27, 1995 by the following persons, who constitute
a majority of the Board of Directors of Kemper Securities, Inc.
Signature Title
James R. Boris Chairman and Chief Executive Officer
James R. Boris
Stephen G. McConahey President and Chief Operating Officer
Stephen G. McConahey
Frank V. Geremia Senior Executive Vice President
Frank V. Geremia
David M. Greene Senior Executive Vice President
David M. Greene
Arthur J. McGivern Senior Executive Vice President and
Director
Arthur J. McGivern
Ramon Pecuch Senior Executive Vice President and
Director
Ramon Pecuch
Thomas R. Reedy Senior Executive Vice President and
Director
Thomas R. Reedy
Janet L. Reali Executive Vice President and Director
Janet L. Reali
Daniel D. Williams Executive Vice President and Treasurer
Daniel D. Williams
David B. Mathis Director
David B. Mathis
Stephen B. Timbers Director
Stephen B. Timbers
Donald F. Eller Director
Donald F. Eller
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).
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted
from
Post-effective Amendment Number 9 to Form S-6 and is qualified in
its entirety by reference to such Post-effective Amendment to
Form S-6.
</LEGEND>
<SERIES>
<NUMBER> 9
<NAME> KEMPER EQUITY PORTFOLIO TRUST
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> AUG-23-1994
<PERIOD-END> DEC-31-1994
<INVESTMENTS-AT-COST> 11,043,794
<INVESTMENTS-AT-VALUE> 10,404,763
<RECEIVABLES> 18,957
<ASSETS-OTHER> 52,867
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 10,476,587
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 53,325
<TOTAL-LIABILITIES> 53,325
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 11,043,794
<SHARES-COMMON-STOCK> 1,095,244
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 18,499
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (639,031)
<NET-ASSETS> 10,423,262
<DIVIDEND-INCOME> 81,477
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 10,968
<NET-INVESTMENT-INCOME> 70,509
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> (639,031)
<NET-CHANGE-FROM-OPS> (568,522)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (52,010)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 10,423,262
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
