FILE NO: 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM S-6
For Registration under the Securities Act of 1933 of Securities of Unit
Investment Trusts Registered on Form N-8B-2.
A. Exact name of Trust: VOYAGEUR UNIT INVESTMENT TRUST,
Series 5
B. Name of Depositor: VOYAGEUR FUND MANAGERS, INC.
C. Complete address of Depositor's principal executive offices:
90 South Seventh Street, Suite 4400
Minneapolis, Minnesota 55402
D. Name and complete address of agents for service:
VOYAGEUR FUND MANAGERS, INC. CHAPMAN AND CUTLER
Attention: Thomas J. Abood Attention: Mark J. Kneedy
General Counsel and 111 West Monroe Street
Senior Vice President Chicago, Illinois 60603
90 South Seventh Street, Suite 4400
Minneapolis, Minnesota 55402
E. Title and amount of securities being registered: An indefinite number of
Units of proportionate interest pursuant to Rule 24f-2 under the Investment
Company Act of 1940
F. Proposed maximum offering price to the public of the securities being
registered: Indefinite
G. Amount of registration fee: $500.00
H. Approximate date of proposed sale to the public:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT
/ / Check box if it is proposed that this filing will become effective _____
pursuant to Rule 487
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The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a)
may determine.
VOYAGEUR UNIT INVESTMENT TRUST
SERIES 5
CROSS REFERENCE SHEET
Pursuant to Rule 404(c) of Regulation C
under the Securities Act of 1933
(Form N-8B-2 Items Required by Instruction
1 as to Prospectus on Form S-6)
<TABLE>
<CAPTION>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
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I. ORGANIZATION AND GENERAL INFORMATION
<S> <C>
1. (a) Name of trust )
(b) Title of securities issued ) Prospectus Front Cover Page
2. Name and address of Depositor ) Introduction
) Summary of Essential Financial
) Information
) Trust Administration
3. Name and address of Trustee ) Introduction
) Summary of Essential Financial
) Information
) Trust Administration
4. Name and address of principal ) Underwriting
underwriter )
5. Organization of trust ) Introduction
6. Execution and termination of ) Introduction
Trust Indenture and Agreement ) Trust Administration
7. Changes of Name ) *
8. Fiscal year ) *
9. Material Litigation ) *
II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST
10. General information regarding ) Introduction
trust's securities and rights ) Rights of Unitholders
of security holders ) The Fund
) Trust Administration
11. Type of securities comprising ) Introduction
units ) The Fund
) The Trusts
12. Certain information regarding ) *
periodic payment certificates )
13. (a) Load, fees, charges and ) Introduction
expenses ) Summary of Essential Financial
) Information
) Public Offering
) Trust Information
) Trust Administration
(b) Certain information regard- ) *
ing periodic payment plan )
certificates )
(c) Certain percentages ) Introduction
) Summary of Essential Financial
) Information
) Public Offering
(d) Certain other fees, ) Public Offering
expenses or charges ) Trust Administration
payable by holders ) Trust Operating Expenses
(e) Certain profits to be ) Public Offering
received by depositor, ) Underwriting
principal underwriter, ) The Trusts
trustee or affiliated persons ) Trust Operating Expenses
(f) Ratio of annual charges ) *
to income )
14. Issuance of trust's securities ) The Fund
15. Receipt and handling of payments ) *
from purchasers )
16. Acquisition and disposition of ) Introduction
underlying securities ) Rights of Unitholders
) Trust Administration
17. Withdrawal or redemption ) Rights of Unitholders
) Trust Administration
18. (a) Receipt and disposition ) Introduction
of income ) Rights of Unitholders
(b) Reinvestment of distribu- ) Rights of Unitholders
tions )
(c) Reserves or special funds )
) Trust Administration
(d) Schedule of distributions ) Summary of Essential Financial Information
19. Records, accounts and reports ) Rights of Unitholders
) Trust Administration
20. Certain miscellaneous provisions ) Trust Administration
of trust agreement )
21. Loans to security holders ) *
22. Limitations on liability )
) Trust Administration
23. Bonding arrangements ) *
24. Other material provisions of ) *
trust indenture or agreement )
III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR
25. Organization of Depositor ) Trust Administration
26. Fees received by Depositor ) Trust Administration
27. Business of Depositor ) Trust Administration
28. Certain information as to )
officials and affiliated ) *
persons of Depositor )
29. Companies owning securities of ) *
Depositor )
30. Controlling persons of Depositor ) *
31. Compensation of Directors ) *
32. Compensation of Directors ) *
33. Compensation of Employees ) *
34. Compensation to other persons ) Public Offering
IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
35. Distribution of trust's ) Rights of Unitholders
securities )
36. Suspension of sales of trust's ) *
securities )
37. Revocation of authority to ) *
distribute )
38. (a) Method of distribution )
(b) Underwriting agreements ) Underwriting
(c) Selling agreements )
39. (a) Organization of principal )
underwriter )
) Trust Administration
(b) N.A.S.D. membership by )
principal underwriter )
40. Certain fees received by ) *
principal underwriter )
41. (a) Business of principal ) Trust Administration
underwriter )
(b) Branch offices of principal ) *
underwriter )
(c) Salesmen of principal ) *
underwriter )
42. Ownership of securities of the ) *
trust )
43. Certain brokerage commissions )
received by principal ) *
underwriter )
44. (a) Method of valuation ) Introduction
) Summary of Essential Financial
) Information
) Public Offering
) Trust Administration
) Rights of Unitholders
(b) Schedule as to offering ) *
price )
(c) Variation in offering price ) Public Offering
to certain persons )
45. Suspension of redemption rights ) Rights of Unitholders
46. (a) Redemption valuation ) Rights of Unitholders
) Trust Administration
(b) Schedule as to redemption ) *
price )
47. Purchase and sale of interests )
in underlying securities ) Trust Administration
V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Organization and regulation of ) Trust Administration
trustee )
49. Fees and expenses of trustee ) Summary of Essential Financial
) Information
) Trust Administration
50. Trustee's lien ) Trust Administration
VI. INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES
51. Insurance of holders of trust's )
securities ) *
VII. POLICY OF REGISTRANT
52. (a) Provisions of trust agree- )
ment with respect to )
replacement or elimi- ) The Fund
nation of portfolio )
securities )
(b) Transactions involving )
elimination of underlying ) *
securities )
(c) Policy regarding substitu- ) Trust Administration
tion or elimination of )
underlying securities )
(d) Fundamental policy not ) *
otherwise covered )
53. Tax status of trust ) Tax Status
) The Trusts
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. Trust's securities during ) *
last ten years )
55. )
)
56. Certain information regarding ) *
)
57. Periodic payment certificates )
58. )
59. Financial statements (Instruc- ) Other Matters
tions 1(c) to Form S-6) )
- ----------------------------------
* Inapplicable, omitted, answer negative or not required
</TABLE>
SUBJECT TO COMPLETION
APRIL 4, 1996
ILLINOIS' BIG TEN EQUITY TRUST, SERIES 1
MINNESOTA'S BIG TEN EQUITY TRUST, SERIES 2
MISSOURI'S BIG TEN EQUITY TRUST, SERIES 1
- --------------------------------------------------------------------------------
THE TRUST. Voyageur Unit Investment Trust, Series 5 (the "FUNDS") is
comprised of the three underlying unit investment trusts set forth above.
Illinois' Big Ten Equity Trust, Series 1 is sometimes referred to as the
"Illinois Trust." Minnesota's Big Ten Equity Trust, Series 2 is sometimes
referred to as the "Minnesota Trust." Missouri's Big Ten Equity Trust, Series 1
is sometimes referred to as the "Missouri Trust." The various trusts are
sometimes collectively referred to herein as the "Trusts." The Trusts offer
investors the opportunity to purchase Units representing proportionate interests
in a fixed portfolio of common stocks issued by the ten highest dividend
yielding companies as of April 29, 1996 which (a) have their principal
operations located, respectively, in the States of Illinois, Minnesota or
Missouri and (b) have a market capitalization in excess of $250 million (the
"SECURITIES"). The Trusts, however, will not invest in common stock of electric
utility companies or real estate investment trusts ("REITs"). Unless terminated
earlier, the Trusts will terminate on May 2, 1997, and any Securities then held
will, within a reasonable time thereafter, be liquidated or distributed by the
Trustee. Any Securities liquidated at termination will be sold at the then
current market value for such Securities; therefore, the amount distributable in
cash to a Unitholder upon termination may be more or less than the amount such
Unitholder paid for his Units. Upon liquidation, Unitholders may choose either
to reinvest their proceeds into one of the next Big Ten Equity Trust Series, if
available, at a reduced sales charge (according to the schedules set forth
herein) or to receive a cash distribution.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFIERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROPSECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
================================================================================
VOYAGEUR FUND MANAGERS, INC.
The date of this Prospectus is ______, 1996
OBJECTIVE OF THE TRUSTS. The objective of the Trusts is to provide an above
average total return through a combination of potential capital appreciation and
dividend income by investing in a portfolio of common stocks issued by the ten
highest dividend-yielding companies as of _____, 1996 which (a) have their
principal operations located in the States of Illinois, Minnesota or Missouri,
respectively, and (b) have a market capitalization in excess of $250 million.
The Trusts, however, will not invest in the common stock of electric utility
companies or REITs. See "Schedule of Investments" for each Trust. There is, of
course, no guarantee that the objective of the Trusts will be achieved.
PUBLIC OFFERING PRICE. The Public Offering Price per Unit for each of the
Trusts is equal to the aggregate underlying value of the Securities in a Trust
plus or minus cash, if any, in the Capital and Income Accounts of such Trust,
divided by the number of Units of that Trust outstanding, plus an initial sales
charge equal to the difference between the maximum total sales charge for that
Trust of 2.9% of the Public Offering Price (1.9% of the Public Offering Price
for Rollover Unitholders) and the maximum deferred sales charge for a Trust
($0.019 per Unit). Unitholders will also be assessed a deferred sales charge of
$.0019, payable on the first day of each month, over a ten month period
commencing August 1, 1996, through May 1, 1997. The monthly amount of the
deferred sales charge will accrue on a daily basis, beginning the 1st day of the
month preceding a deferred sales charge payment date. For example, Unitholders
of record on the Initial Date of Deposit will pay an initial sales charge of
1.0% of the Public Offering Price and will be subject to a deferred sales charge
of 1.9% of the Public Offering Price (payable in ten monthly installments of
$0.0019 per Unit over the final ten months of the life of each Trust).
Unitholders will be assessed that portion of the deferred sales charge accrued
from the time they became Unitholders of record. Units purchased subsequent to
the initial deferred sales charge payment will be subject only to the initial
sales charge and that portion of the deferred sales charge payments not yet
collected. This deferred sales charge will be paid from funds in the Capital
Account of a Trust, if sufficient, or from the periodic sale of Securities. The
total maximum sales charge assessed to Unitholders on a per Unit basis will be
2.9% of the Public Offering Price (2.929% of the aggregate value of the
Securities in a Trust), subject to reduction as set forth in "Public
Offering--General." During the initial offering period, the sales charge is
reduced on a graduated scale for sales involving at least $100,000. If Units
were available for purchase at the opening of business on the Initial Date of
Deposit, the Public Offering Price per Unit for the Trusts would have been that
amount set forth under "Summary of Essential Financial Information." The minimum
amount an investor may purchase of a Trust is $1,000 ($250 for a tax-sheltered
retirement plan). See "Public Offering."
ADDITIONAL DEPOSITS. The Sponsor may, from time to time after the Initial
Date of Deposit, deposit additional Securities in a Trust, provided it
maintains, as nearly as is practicable, the original proportionate relationship
of the Securities in that Trust's portfolio. See "The Trusts."
DIVIDEND AND CAPITAL GAINS DISTRIBUTIONS. Distributions of dividends and
realized capital gains, if any, received by the individual Trusts will be paid
in cash on the applicable Distribution Date to Unitholders of record of the
Trusts on the record date as set forth in the "Summary of Essential Financial
Information." Any distribution of income and/or capital gains for the Trusts
will be net of the expenses of the Trusts. See "Taxation." Additionally, upon
surrender of Units for redemption or termination of each Trust, the Trustee will
distribute to each Unitholder his PRO RATA share of their Trust's assets, less
expenses, in the manner set forth under "Rights of Unitholders --Distributions
of Income and Capital."
SECONDARY MARKET FOR UNITS. Although not obligated to do so, an affiliate
of the Sponsor, Voyageur Fund Distributors, Inc. (the "Distributor") currently
intends to maintain a market for Units of the Trusts and offer to repurchase
such Units at prices which are based on the aggregate underlying value of the
Securities in the Trusts (generally determined by the closing sale prices of the
Securities) plus or minus cash, if any, in the Capital and Income Accounts of
the Trusts. If a secondary market is not maintained, a Unitholder may redeem
Units at prices based upon the aggregate underlying value of the Securities in
each Trust plus or minus a pro rata share of cash, if any, in the Capital and
Income Accounts of that Trust. See "Rights of Unitholders--Redemption of Units."
Units sold or tendered for redemption prior to such time as the entire deferred
sales charge on such Units has been collected will be assessed the amount of the
remaining deferred sales charge at the time of sale or redemption.
TERMINATION. The Trusts will terminate approximately one year and one day
after the Initial Date of Deposit regardless of market conditions at that time.
Commencing on the Mandatory Termination Date, Securities will begin to be sold
in connection with the termination of the individual Trusts. The Sponsor will
determine the manner, timing and execution of the sale of the Securities.
Written notice of any termination of the Trusts shall be given by the Trustee to
each Unitholder at his address appearing on the registration books of the Trusts
maintained by the Trustee. Unitholders of the individual Trusts may elect to
become Rollover Unitholders as described in "Special Redemption and Rollover in
a New Fund" below. Rollover Unitholders will not receive the final liquidation
distribution but will receive units of a new Series of the Fund, if one is being
offered. Unitholders not electing the Rollover Option will receive a cash
distribution from the sale of the remaining Securities within a reasonable time
after the Trusts are terminated. See "Trust Administration -- Amendment or
Termination."
SPECIAL REDEMPTION AND ROLLOVER IN A NEW FUND. Unitholders will have the
option of specifying by the Rollover Notification Date stated in "Summary of
Essential Financial Information" to have all of their Units redeemed on the
Rollover Notification Date and the distributed Securities sold by the Trustee,
in its capacity as Distribution Agent, on the Special Redemption Date.
(Unitholders so electing are referred to herein as "Rollover Unitholders.") The
Distribution Agent will appoint the Sponsor as its agent to determine the
manner, timing and execution of sales of underlying Securities. The proceeds of
the redemption will then be invested in Units of a new Series of the Trusts (the
"1997 FUNDS"), if offered, at a reduced sales charge (anticipated to be 1.9% of
the Public Offering Price of the 1997 Funds). The Sponsor may, however, stop
offering units of the 1997 Funds at any time in its sole discretion without
regard to whether all the proceeds to be invested have been invested. Cash which
has not been invested on behalf of the Rollover Unitholders in the 1997 Funds
will be distributed shortly after the Special Redemption Date. However, the
Sponsor anticipates that sufficient Units will be available, although moneys in
the Trusts may not be fully invested on the next business day. The portfolio of
the 1997 Funds will contain the top ten dividend yielding common stocks of
companies satisfying the criteria established above. Rollover Unitholders will
receive the amount of dividends in the Income Account of the Trusts which will
be included in the reinvestment into units of the 1997 Funds. The exchange
option described above is subject to modification, termination or suspension.
RISK FACTORS. An investment in a Trust 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, the lack of adequate financial information concerning an issuer
and the possibility of an economic downturn in either the Midwestern United
States as a whole or individual states in particular. For certain risk
considerations related to the Trusts, see "Risk Factors." Units of the Trusts
are not deposits or obligations of, and are not guaranteed or endorsed by, any
bank and are not federally insured or otherwise protected by the Federal Deposit
Insurance Corporation, the Federal Reserve Board or any other agency and involve
investment risk, including the possible loss of principal.
<TABLE>
<CAPTION>
VOYAGEUR EQUITY TRUST, SERIES 2
SUMMARY OF ESSENTIAL FINANCIAL INFORMATION
AT THE CLOSE OF BUSINESS ON THE DAY BEFORE THE INITIAL DATE OF DEPOSIT: ______, 1996
SPONSOR, EVALUATOR AND SUPERVISOR: VOYAGEUR FUND MANAGERS, INC.
TRUSTEE: INVESTORS FIDUCIARY TRUST COMPANY
ILLINOIS MINNESOTA MISSOURI
BIG TEN BIG TEN BIG TEN
EQUITY TRUST, EQUITY TRUST, EQUITY TRUST,
SERIES (1) SERIES (2) SERIES (1)
---------- ----------- ----------
GENERAL INFORMATION
<S> <C> <C> <C>
Number of Units (1)................................................
Fractional Undivided Interest in each Trust per Unit...............
Calculation of Public Offering Price per 1000 Units:
Aggregate Offering Price of Securities in Portfolio (2)...........
Divided by _______ Units (times 1000)..............................
Plus Maximum Sales Charge of 2.9% (2.929% of the
Aggregate Value of Securities)(3)............................... $29.00 $29.00 $29.00
Less Deferred Sales Charge ..................................... $(19.00) $(19.00) $(19.00)
------- ------- -------
Public Offering Price per 1000 Units (3)(4)........................ $1,000.00 $1,000.00 $1,000.00
Sponsor's Repurchase and Redemption Price
per 1000 Units.................................................. $971.00 $971.00 $971.00
Evaluator's Annual Evaluation Fee per 1000 Units................... $0.25 $0.25 $0.25
Trustee's Annual Fee and Expenses..................................
Estimated Organizational and Offering Expenses
per Unit5.......................................................
Initial Date of Deposit................................._____, 1996
First Settlement Date..................................._____, 1996
Rollover Notification Date............................April 1, 1997
Special Redemption Period
.....................................Beginning on April 28, 1997
until no later than May 2, 1997
Mandatory Termination Date..............................May 2, 1997
Minimum Termination Value .................................................................. Each Trust
may be terminated if the net asset value of such Trust is less than
$500,000 unless the net asset value of each Trust's deposits has exceeded
$15,000,000, then the Trust Agreement may be terminated if the net asset
value of such Trust is less than $3,000,000.
Income and Capital Account Record Date.................................................................May 2, 1997
Income and Capital Account Distribution Date............................................The final distribution
date will be made within a reasonable time of the Mandatory Termination Date.
Evaluation Time....................................................................Generally 4:00 p.m. Eastern Time
</TABLE>
1 As of the close of business on the Initial Date of Deposit, the number of
Units of a Trust may be adjusted so that the aggregate value of Securities
per Unit will equal approximately $1.00. Therefore, to the extent of any
such adjustment, the fractional undivided interest per Unit will increase
or decrease accordingly, from the amounts indicated above.
2 Each Security listed on a national securities exchange or the NASDAQ
National Market System is valued at the last closing sale price, or if no
such price exists or if the Security is not so listed, at the closing ask
price thereof.
3 The Maximum Sales Charge consists of an initial sales charge and a deferred
sales charge. The initial sales charge is applicable to all Units of a
Trust and represents an amount equal to the difference between the Maximum
Sales Charge for a Trust of 2.9% of the Public Offering Price and the
amount of the maximum deferred sales charge of $0.019 per Unit. Subsequent
to the Initial Date of Deposit, the amount of the initial sales charge will
vary with changes in the aggregate value of the Securities in a Trust. In
addition to the initial sales charge, Unitholders will pay a deferred sales
charge of $0.0019 per Unit commencing August 1, 1996 and on the 1st day of
each month thereafter through May 1, 1997. Units purchased subsequent to
the initial deferred sales charge payment will be subject only to the
initial sales charge and that portion of the deferred sales charge payments
not yet collected. These deferred sales charge payments will be paid from
funds in the Capital Account, if sufficient, or from the periodic sale of
Securities. The total maximum sales charge will be 2.9% of the Public
Offering Price (2.929% of the aggregate value of the Securities in a
Trust). See the "Fee Table" below and "Public Offering Price--Offering
Price." Any uncollected deferred sales charge amounts will be deducted from
the sales or redemption proceeds.
4 On the Initial Date of Deposit there will be no cash in the Income or
Capital Accounts. Anyone ordering Units after such date will have included
in the Public Offering Price a pro rata share of any cash in such Accounts.
5 Each Trust (and therefore Unitholders) will bear all or a portion of its
organizational and offering costs (including costs of preparing the
registration statement, the trust indenture and other closing documents,
registering Units with the Securities and Exchange Commission and states,
the initial audit of the Trust portfolio, legal fees and the initial fees
and expenses of the Trustee, but not including the expenses incurred in the
preparation and printing of brochures and other advertising materials and
any other selling expenses), as is common for mutual funds. Total
organizational and offering expenses will be charged off against capital at
the end of the initial offering period which is currently expected to be
approximately three months from the Initial Date of Deposit. See "Expenses
of the Trusts" and "Statement of Net Assets." Historically, the sponsors of
unit investment trusts have paid all the costs of establishing such trusts.
FEE TABLE
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This Fee Table is intended to assist investors in understanding the costs
and expenses that an investor in each Trust will bear directly or indirectly.
See "Public Offering Price--Offering Price" and "Trust Operating Expenses."
Although each Trust has a term of only one year and is a unit investment trust
rather than a mutual fund, this information is presented to permit a comparison
of fees, assuming the principal amount and distributions are rolled over each
year into a new Trust subject only to the deferred sales charge.
================================================================================
<TABLE>
<CAPTION>
ILLINOIS' BIG TEN EQUITY TRUST, SERIES 1
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AMOUNT PER
UNITHOLDER TRANSACTION EXPENSES 1,000 UNITS
- ------------------------------- -----------
<S> <C> <C>
Maximum Initial Sales Charge Imposed on Purchase
(as a percentage of offering price)...................... 1.00% (1) $10.00
Deferred Sales Charge per Year (as a percentage of
original purchase price)................................. 1.90% (2) 19.00
----- -----
Maximum Total Sales Charge ................................... 2.90% $29.00
===== ======
ESTIMATED ANNUAL TRUST OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS).....................
Trustee's Fee............................................ % $
Portfolio and Evaluation Fees............................ %
Other Operating Expenses................................. %
%
---
Total.................................................. % (3) $ (3)
=== ======
</TABLE>
1 The Maximum Initial Sales Charge is actually the difference between the
Maximum Total Sales Charge (2.90% of the Public Offering Price) and the
maximum deferred sales charge ($19.00 per 1,000 Units) and would exceed 1%
if the Public Offering Price exceeds $1,000 per 1,000 Units.
2 The actual fee is $1.90 per month per 1,000 Units, irrespective of purchase
or redemption price, deducted in each of the last 10 months of the Illinois
Trust. If a Unitholder sells or redeems Units before all of these
deductions have been made, the balance of the deferred sales charge
payments remaining will be deducted from the sales or redemption proceeds.
If the Unit price exceeds $1.00 per Unit, the deferred portion of the sales
charge will be less than 1.90%; if the Unit price is less than $1.00 per
Unit, the deferred portion of the sales charge will exceed 1.90%. Units
purchased subsequent to the initial deferred sales charge payment will be
subject only to the initial sales charge and that portion of the deferred
sales charge payments not yet collected.
3 The Illinois Trust's Estimated Annual Trust Operating Expenses do not
include organizational and offering costs which are charged against capital
at the end of the initial offering period.
EXAMPLE
<TABLE>
<CAPTION>
CUMULATIVE EXPENSES PAID FOR PERIOD OF:
1 YEAR 3 YEARS
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<S> <C> <C>
An investor would pay the following $ $
expenses on a $1,000 investment,
assuming the estimated operating
expense ratio of ___% and a 5%
annual return on the investment
throughout the periods.
</TABLE>
<TABLE>
<CAPTION>
MINNESOTA'S BIG TEN EQUITY TRUST, SERIES 2
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AMOUNT PER
UNITHOLDER TRANSACTION EXPENSES 1,000 UNITS
- ------------------------------- -----------
<S> <C> <C>
Maximum Initial Sales Charge Imposed on Purchase
(as a percentage of offering price)...................... 1.00% (1) $10.00
Deferred Sales Charge per Year (as a percentage of
original purchase price)................................. 1.90% (2) 19.00
----- -----
Maximum Total Sales Charge ................................... 2.90% $29.00
===== ======
ESTIMATED ANNUAL TRUST OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS).....................
Trustee's Fee............................................ % $
Portfolio and Evaluation Fees............................ %
Other Operating Expenses................................. %
%
---
Total.................................................. %3 $ (3)
=== ======
</TABLE>
1 The Maximum Initial Sales Charge is actually the difference between the
Maximum Total Sales Charge (2.90% of the Public Offering Price) and the
maximum deferred sales charge ($19.00 per 1,000 Units) and would exceed 1%
if the Public Offering Price exceeds $1,000 per 1,000 Units.
2 The actual fee is $1.90 per month per 1,000 Units, irrespective of purchase
or redemption price, deducted in each of the last 10 months of the
Minnesota Trust. If a Unitholder sells or redeems Units before all of these
deductions have been made, the balance of the deferred sales charge
payments remaining will be deducted from the sales or redemption proceeds.
If the Unit price exceeds $1.00 per Unit, the deferred portion of the sales
charge will be less than 1.90%; if the Unit price is less than $1.00 per
Unit, the deferred portion of the sales charge will exceed 1.90%. Units
purchased subsequent to the initial deferred sales charge payment will be
subject only to the initial sales charge and that portion of the deferred
sales charge payments not yet collected.
3 The Minnesota Trust's Estimated Annual Trust Operating Expenses do not
include organizational and offering costs which are charged against capital
at the end of the initial offering period.
EXAMPLE
<TABLE>
<CAPTION>
CUMULATIVE EXPENSES PAID FOR PERIOD OF:
1 YEAR 3 YEARS
------ -------
<S> <C> <C>
An investor would pay the following $ $
expenses on a $1,000 investment,
assuming the estimated operating
expense ratio of ___% and a 5%
annual return on the investment
throughout the periods.
</TABLE>
<TABLE>
<CAPTION>
MISSOURI'S BIG TEN EQUITY TRUST, SERIES 1
- -----------------------------------------
AMOUNT PER
UNITHOLDER TRANSACTION EXPENSES 1,000 UNITS
- ------------------------------- -----------
<S> <C> <C>
Maximum Initial Sales Charge Imposed on Purchase
(as a percentage of offering price)...................... 1.00% (1) $10.00
Deferred Sales Charge per Year (as a percentage of
original purchase price)................................. 1.90% (2) 19.00
----- -----
Maximum Total Sales Charge ................................... 2.90% $29.00
===== ======
ESTIMATED ANNUAL TRUST OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS).....................
Trustee's Fee............................................ % $
Portfolio and Evaluation Fees............................ %
Other Operating Expenses................................. %
%
---
Total.................................................. % (3) $ (3)
=== ======
</TABLE>
1 The Maximum Initial Sales Charge is actually the difference between the
Maximum Total Sales Charge (2.90% of the Public Offering Price) and the
maximum deferred sales charge ($19.00 per 1,000 Units) and would exceed 1%
if the Public Offering Price exceeds $1,000 per 1,000 Units.
2 The actual fee is $1.90 per month per 1,000 Units, irrespective of purchase
or redemption price, deducted in each of the last 10 months of the Missouri
Trust. If a Unitholder sells or redeems Units before all of these
deductions have been made, the balance of the deferred sales charge
payments remaining will be deducted from the sales or redemption proceeds.
If the Unit price exceeds $1.00 per Unit, the deferred portion of the sales
charge will be less than 1.90%; if the Unit price is less than $1.00 per
Unit, the deferred portion of the sales charge will exceed 1.90%. Units
purchased subsequent to the initial deferred sales charge payment will be
subject only to the initial sales charge and that portion of the deferred
sales charge payments not yet collected.
3 The Missouri Trust's Estimated Annual Trust Operating Expenses do not
include organizational and offering costs which are charged against capital
at the end of the initial offering period.
EXAMPLE
<TABLE>
<CAPTION>
CUMULATIVE EXPENSES PAID FOR PERIOD OF:
1 YEAR 3 YEARS
------ -------
<S> <C> <C>
An investor would pay the following $ $
expenses on a $1,000 investment,
assuming the estimated operating
expense ratio of ___% and a 5%
annual return on the investment
throughout the periods.
</TABLE>
Each of the above examples assumes reinvestment of all dividends and
distributions and utilizes a 5% annual rate of return as mandated by Securities
and Exchange Commission regulations applicable to mutual funds. Although each
Trust has a term of approximately one year and is a unit investment trust rather
than a mutual fund, this information is presented to permit comparison of fees,
assuming the principal amount and distributions are rolled over each year into a
new series subject only to the Deferred Sales Charge. The examples should not be
considered representations of past or future expenses or annual rate of return;
the actual expenses and annual rate of return may be more or less than those
assumed for purposes of the examples. The estimated operating expense ratio does
not include organizational and offering costs which are charged to capital at
the end of the initial offering period.
THE TRUST
Voyageur Unit Investment Trust, Series 5 (also known as Voyageur Equity
Trust, Series 2) is comprised of three unit investment trusts: ILLINOIS' BIG TEN
EQUITY TRUST, SERIES 1, MINNESOTA'S BIG TEN EQUITY TRUST, SERIES 2 AND
MISSOURI'S BIG TEN EQUITY TRUST, SERIES 1 or collectively, the Trusts. The Fund
was created under the laws of the State of Missouri pursuant to a Trust
Agreement (the "TRUST AGREEMENT"), dated the date of this Prospectus (the
"INITIAL DATE OF DEPOSIT"), among Voyageur Fund Managers, Inc., as Sponsor,
Evaluator and Supervisor, and Investors Fiduciary Trust Company, as Trustee.
The Illinois Trust offers investors the opportunity to purchase Units
representing proportionate interests in an approximately evenly dollar-weighted
portfolio of common stocks issued by the ten highest dividend yielding companies
as of ________, 1996 which (a) have their principal operations located in the
State of Illinois and (b) have a market capitalization in excess of $250
million. The Sponsor's determination that the companies selected for inclusion
in the Trust have their principal operations located in the State of Illinois is
based on the fact that such companies are either headquartered in the State,
derive more than 50% of their revenues or profits from activities within the
State, have more than 50% of their assets located in the State, or their
securities are primarily traded in the State. The Trust, however, will not
invest in the common stock of electric utility companies or REITs. The Trust may
be an appropriate medium for investors who desire to participate in a portfolio
Trust of common stocks with greater diversification than they might be able to
acquire individually, See "Trust Portfolio." Unless terminated earlier, the
Trust will terminate on the Mandatory Termination Date set forth under "Summary
of Essential Financial Information" and any Securities then held will, within a
reasonable time thereafter, be liquidated or distributed by the Trustee. Any
Securities liquidated at termination will be sold at the then current market
value for such Securities; therefore, the amount distributable in cash to a
Unitholder upon termination may be more or less than the amount such Unitholder
paid for his Units. Upon liquidation, Unitholders may choose either (1) to
reinvest their proceeds into a subsequent Series of the Trust, if available, at
a reduced sales charge, or (2) to receive a cash distribution.
The Minnesota Trust offers investors the opportunity to purchase Units
representing proportionate interests in an approximately evenly dollar-weighted
portfolio of common stocks issued by the ten highest dividend yielding companies
as of ________, 1996 which (a) have their principal operations located in the
State of Minnesota and (b) have a market capitalization in excess of $250
million. The Sponsor's determination that the companies selected for inclusion
in the Trust have their principal operations located in the State of Minnesota
is based on the fact that such companies are either headquartered in the State,
derive more than 50% of their revenues or profits from activities within the
State, have more than 50% of their assets located in the State, or their
securities are primarily traded in the State. The Trust, however, will not
invest in the common stock of electric utility companies or REITs. The Trust may
be an appropriate medium for investors who desire to participate in a portfolio
Trust of common stocks with greater diversification than they might be able to
acquire individually, See "Trust Portfolio." Unless terminated earlier, the
Trust will terminate on the Mandatory Termination Date set forth under "Summary
of Essential Financial Information" and any Securities then held will, within a
reasonable time thereafter, be liquidated or distributed by the Trustee. Any
Securities liquidated at termination will be sold at the then current market
value for such Securities; therefore, the amount distributable in cash to a
Unitholder upon termination may be more or less than the amount such Unitholder
paid for his Units. Upon liquidation, Unitholders may choose either (1) to
reinvest their proceeds into a subsequent Series of the Trust, if available, at
a reduced sales charge, or (2) to receive a cash distribution.
The Missouri Trust offers investors the opportunity to purchase Units
representing proportionate interests in an approximately evenly dollar-weighted
portfolio of common stocks issued by the ten highest dividend yielding companies
as of ________, 1996 which (a) have their principal operations located in the
State of Missouri and (b) have a market capitalization in excess of $250
million. The Sponsor's determination that the companies selected for inclusion
in the Trust have their principal operations located in the State of Missouri is
based on the fact that such companies are either headquartered in the State,
derive more than 50% of their revenues or profits from activities within the
State, have more than 50% of their assets located in the State, or their
securities are primarily traded in the State. The Trust, however, will not
invest in the common stock of electric utility companies or REITs. The Trust may
be an appropriate medium for investors who desire to participate in a portfolio
Trust of common stocks with greater diversification than they might be able to
acquire individually, See "Trust Portfolio." Unless terminated earlier, the
Trust will terminate on the Mandatory Termination Date set forth under "Summary
of Essential Financial Information" and any Securities then held will, within a
reasonable time thereafter, be liquidated or distributed by the Trustee. Any
Securities liquidated at termination will be sold at the then current market
value for such Securities; therefore, the amount distributable in cash to a
Unitholder upon termination may be more or less than the amount such Unitholder
paid for his Units. Upon liquidation, Unitholders may choose either (1) to
reinvest their proceeds into a subsequent Series of the Trust, if available, at
a reduced sales charge, or (2) to receive a cash distribution.
On the Initial Date of Deposit, the Sponsor deposited with the Trustee the
Securities indicated under "Portfolio" herein, including delivery statements
relating to contracts for the purchase of certain such Securities and an
irrevocable letter of credit issued by a financial institution in the amount
required for such purchases. Thereafter, the Trustee, in exchange for such
Securities (and contracts) so deposited, delivered to the Sponsor documentation
evidencing the ownership of that number of Units of each Trust indicated in
"Summary of Essential Financial Information." Unless otherwise terminated as
provided in the Trust Agreement, each Trust will terminate on the Mandatory
Termination Date, and Securities then held will within a reasonable time
thereafter be liquidated or distributed by the Trustee.
Additional Units of a Trust may be issued at any time by depositing in that
Trust additional Securities or contracts to purchase securities, together with
irrevocable letters of credit or cash. As additional Units are issued by a Trust
as a result of the deposit of additional Securities by the Sponsor, the
aggregate value of the Securities in that Trust will be increased and the
fractional undivided interest in that Trust represented by each Unit will be
decreased. The Sponsor may continue to make additional deposits of Securities
into a Trust following the Initial Date of Deposit, provided that such
additional deposits will be in amounts which will maintain, as nearly as
practicable, the original proportionate relationship of the Securities in such
Trust's portfolio, based on the number of shares of the Securities. Any deposit
by the Sponsor of additional Securities will duplicate, as nearly as is
practicable, this original proportionate relationship and not the actual
proportionate relationship on the subsequent date of deposit, since the two may
differ. Any such difference may be due to the sale, redemption or liquidation of
any of the Securities deposited in that Trust on the Initial, or any subsequent,
Date of Deposit.
Each Unit of a Trust initially offered represents an undivided interest in
that Trust. To the extent that any Units are redeemed by the Trustee or
additional Units are issued as a result of additional Securities being deposited
by the Sponsor, the fractional undivided interest in that Trust represented by
each unredeemed Unit will increase or decrease accordingly, although the actual
interest in that Trust represented by such fraction will remain unchanged. Units
will remain outstanding until redeemed upon tender to the Trustee by
Unitholders, which may include the Sponsor, or until the termination of the
Trust Agreement.
OBJECTIVES AND SECURITIES SELECTION
The objective of the Illinois Trust is to provide an above average total
return through a combination of potential capital appreciation and dividend
income by investing in an approximately evenly dollar-weighted portfolio of
common stocks issued by the ten highest dividend yielding companies as of _____
__, 1996 which (a) have their principal operations located in the State of
Illinois and (b) have a market capitalization in excess of $250 million.
The objective of the Minnesota Trust is to provide an above average total
return through a combination of potential capital appreciation and dividend
income by investing in an approximately evenly dollar-weighted portfolio of
common stocks issued by the ten highest dividend yielding companies as of
________, 1996 which (a) have their principal operations located in the State of
Minnesota and (b) have a market capitalization in excess of $250 million.
The objective of the Missouri Trust is to provide an above average total
return through a combination of potential capital appreciation and dividend
income by investing in an approximately evenly dollar-weighted portfolio of
common stocks issued by the ten highest dividend yielding companies as of
________, 1996 which (a) have their principal operations located in the State of
Missouri and (b) have a market capitalization in excess of $250 million.
The Trusts, however, will not invest in the common stock of electric
utility issuers or REITs. In seeking this objective, the Sponsor considered,
among other things, the ability of the Securities to outpace inflation. While
inflation is currently relatively low, the United States has historically
experienced periods of double-digit inflation. While the prices of equity
securities will fluctuate, over time equity securities have outperformed the
rate of inflation, and other less risky investments, such as government bonds
and U.S. Treasury bills. Past performance is, however, no guarantee of future
results.
The Trusts will terminate approximately one year and one day from the date
of this Prospectus. Investors will be subject to taxation on the dividend income
received by the Trusts and on gains from the sale or liquidation of Securities
(see "TAXATION"). Investors should be aware that there is not any guarantee that
the objective of the Trusts will be achieved because each Trust is subject to
the continuing ability of the respective issuers to declare and pay dividends
and because the market value of the Securities can be affected by a variety of
factors. Common stocks may be especially susceptible to general stock market
movements and to volatile increases and decreases of value as market confidence
in and perceptions of the issuers change. Investors should be aware that there
can be no assurance that the value of the underlying Securities will increase or
that the issuers of the Securities will pay dividends on outstanding common
shares. Any distribution of income will generally depend upon the declaration of
dividends by the issuers of the Securities, and the declaration of any dividends
depends upon several factors, including the financial condition of the issuers
and general economic conditions. See "Risk Factors."
Investors should be aware that a Trust is not a "managed" fund, and as a
result, the adverse financial condition of a company will not result in its
elimination from the portfolio except under extraordinary circumstances (see
"Trust Administration--Portfolio Administration"). In addition, Securities will
not be sold by the Trusts to take advantage of market fluctuations or changes in
anticipated rates of appreciation. Investors should note that the Securities
were selected by the Sponsor prior to the date the Securities were purchased by
the Trusts. The Trusts may continue to hold Securities originally selected
through this process even though the evaluation of the attractiveness of the
Securities may have changed, and if the evaluation were performed again at that
time, the Securities would not be selected for the Trusts.
As described herein, the Securities included in each Trust have been
selected from a universe of potential securities which meet a set of criteria
established by the Sponsor. Prior to this offering, neither the Sponsor nor to
its knowledge any other entity independently maintained an annual performance
record of the securities which would have been included in such a pool on any
given year, although the information necessary to generate such a performance
record was and continues to be readily available. Such annual returns do not
take into account commissions, sales charges, expenses or taxes.
<TABLE>
<CAPTION>
COMPARISON OF TOTAL RETURNS (1)
-------------------------------
YEAR ENDED ILLINOIS MINNESOTA MISSOURI
12/31 BIG TEN BIG TEN BIG TEN DJIA (2) S&P 500 (3)
- ------------- ------- ------- ------- ---- -------
<S> <C> <C> <C> <C> <C>
1981 0.71 13.86 14.56 7.52 (4.91)
1982 32.55 40.93 38.04 26.04 21.11
1983 33.13 23.52 30.19 38.91 22.37
1984 18.16 1.87 (0.36) 6.43 6.11
1985 31.86 47.37 30.23 29.44 32.03
1986 22.80 17.98 10.53 34.79 18.55
1987 1.38 4.02 2.78 6.07 5.22
1988 24.36 17.52 40.09 21.63 16.82
1989 25.54 33.04 34.99 26.45 31.53
1990 (11.95) 2.26 (11.88) (7.57) (3.18)
1991 48.33 42.21 51.13 35.09 30.57
1992 16.11 20.15 18.66 7.85 7.69
1993 29.63 8.48 23.93 26.92 9.99
1994 2.24 0.37 (3.39) 4.15 1.29
1995 53.12 27.32 24.42 36.95 37.59
</TABLE>
1 Total Return represents the sum of the percentage change in market value of
each group of stocks between the first trading day of a period and the
total dividends paid on each group of stocks during the period divided by
the opening market value of each group of stocks as of the first trading
day of a period. DJIA and S&P 500 are unmanaged indices and do not incur
sales charges, commissions, expenses or taxes. Total return of the Illinois
Big Ten, Minnesota Big Ten and Missouri Big Ten, respectively, does not
take into consideration any applicable sales charges, commissions, expenses
or taxes. Returns would be lower as a result of such charges and expenses.
2 An index of 30 stocks compiled by Dow Jones & Company, Inc. Source:
Bloomberg L.P.
3 The S&P 500 is a total return index consisting of 500 widely held common
stocks calculated by Standard & Poor's. Source: FactSet Data Systems, Inc.
There can be no assurance that the Portfolios of the Trusts will outperform
the S&P 500 or the DJIA over the life of the Trusts.
The chart below represents past performance of the Illinois Big Ten,
the Minnesota Big Ten, the Missouri Big Ten, DJIA and the S&P 500 and should not
be considered indicative of future results. From January 1981 through December
1995 the average annual total return for the Illinois Big Ten, the Minnesota Big
Ten, the Missouri Big Ten, DJIA and the S&P 500 was 20.58%, 19.14%, 18.95%,
19.18%, and 14.77%, respectively. The chart reflects a hypothetical assumption
that $10,000 was invested on January 1, 1981 and the investment strategy
followed for 15 years. The chart assumes that all dividends during a year are
reinvested at the end of that year and does not reflect sales charges,
commission, expenses or taxes. There can be no assurance that the Trusts will
outperform the DJIA or the S&P 500 over its approximately one-year life or over
consecutive rollover periods, if available.
<TABLE>
<CAPTION>
VALUE OF $10,000 INVESTED ON JANUARY 1, 1981
--------------------------------------------
YEAR ENDED ILLINOIS MINNESOTA MISSOURI
12/31 BIG TEN BIG TEN BIG TEN DJIA S&P 500
- -------------- ------- ------- ------- ---- -------
<S> <C> <C> <C> <C> <C>
1981 10,071 11,386 11,456 10,752 9,509
1982 13,349 16,046 15,814 13,552 11,516
1983 17,771 19,820 20,589 18,825 14,093
1984 20,999 20,192 20,514 20,035 14,954
1985 27,689 29,756 26,715 25,934 19,743
1986 34,003 35,104 29,529 34,956 23,406
1987 34,473 36,516 30,350 37,078 24,627
1988 42,872 42,914 42,517 45,098 28,770
1989 53,822 57,094 57,392 57,026 37,841
1990 47,390 58,387 50,571 52,709 36,637
1991 70,292 83,029 76,426 71,205 47,838
1992 81,615 99,756 90,689 76,794 51,516
1993 105,795 108,214 112,393 97,468 56,663
1994 108,167 108,615 108,579 101,512 57,394
1995 165,629 138,289 135,091 139,020 78,966
</TABLE>
Past performance of any series may not be indicative of results of future
series. Trust performance may be compared to the performance on the same basis
of the DJIA, the S&P 500 Composite Price Stock Index, or performance data from
publications such as Morningstar Publications, Inc. This performance may also be
compared for various periods with an investment in short-term U.S. Treasury
securities; however, the investor should bear in mind that Treasury securities
are fixed income obligations, having the highest credit characteristics, while
equity securities involve greater risk because they have no maturities, and
income thereon is subject to the financial condition of, and declaration by, the
issuers. Past performance, of course, may not be indicative of future results
and results actually achieved by any Unitholder will vary depending on the dates
the Unitholder purchased and sold his Units. Additionally, the foregoing returns
do not take into account commissions, sales charges, Trust expenses or taxes.
The securities included in each Trust represent higher geographic concentration
than those of the S&P 500 and DJIA.
TRUST PORTFOLIO
ILLINOIS BIG TEN
The Illinois Trust consists of the following issues of Securities issued by
Illinois companies and listed on a national securities exchange, the NASDAQ
National Market System or traded in the over-the-counter market. Each of the
companies whose Securities are included in the portfolio were selected based
upon those factors referred to under "Objectives and Securities Selection"
above. The following is a listing of the companies included in the Illinois
Trust.
MINNESOTA BIG TEN
The Minnesota Trust consists of the following issues of Securities issued
by Minnesota companies and listed on a national securities exchange, the NASDAQ
National Market System or traded in the over-the-counter market. Each of the
companies whose Securities are included in the portfolio were selected based
upon those factors referred to under "Objectives and Securities Selection"
above. The following is a listing of the companies included in the Minnesota
Trust.
MISSOURI BIG TEN
The Missouri Trust consists of the following issues of Securities issued by
Missouri companies and listed on a national securities exchange, the NASDAQ
National Market System or traded in the over-the-counter market. Each of the
companies whose Securities are included in the portfolio were selected based
upon those factors referred to under "Objectives and Securities Selection"
above. The following is a listing of the companies included in the Missouri
Trust.
Investors should note that the above criteria were applied to the Equity
Securities selected for inclusion in each Trust portfolio as of the date
indicated above. Since the Sponsor may deposit additional Securities which were
originally selected through this process, the Sponsor may continue to sell Units
of the Trusts even though yields on these Securities may have changed subsequent
to the Initial Date of Deposit, and therefore the Securities would no longer be
chosen for deposit into a Trust if the selection process were to be made again
at a later time.
GENERAL. Each Trust consists of such of the Securities listed under
"Schedule of Investments" as may continue to be held from time to time in that
Trust and any additional Securities acquired and held by that Trust pursuant to
the provisions of the Trust Agreement together with cash held in the Income and
Capital Accounts. Neither the Sponsor nor the Trustee shall be liable in any way
for any failure in any of the Securities. However, should any contract for the
purchase of any of the Securities initially deposited hereunder fail, the
Sponsor will, unless substantially all of the moneys held in that Trust to cover
such purchase are reinvested in substitute Securities in accordance with the
Trust Agreement, refund the cash and sales charge attributable to such failed
contract to all Unitholders on the next distribution date.
Because certain of the Securities from time to time may be sold under
certain circumstances described herein, and because the proceeds from such
events will be distributed to Unitholders and will not be reinvested, no
assurance can be given that a Trust will retain for any length of time its
present size and composition. Although the portfolios are not managed, the
Sponsor may instruct the Trustee to sell Securities from a Trust under certain
limited circumstances. Pursuant to the Trust Agreement and with limited
exceptions, the Trustee may sell any securities or other property acquired in
exchange for Securities such as those acquired in connection with a merger or
other transaction. If offered such new or exchanged securities or property, the
Trustee shall reject the offer. However, in the event such securities or
property are nonetheless acquired by a Trust, they may be accepted for deposit
in that Trust and either sold by the Trustee or held in that Trust pursuant to
the direction of the Sponsor (who may rely on the advice of the Supervisor). See
"Trust Administration -- Portfolio Administration."
Unitholders will be unable to dispose of any of the Securities as such and
will not be able to vote the Securities. As the holder of the Securities, the
Trustee will have the right to vote all of the voting stocks in a Trust and will
vote such stocks in accordance with the instructions of the Sponsor.
RISK FACTORS
GENERAL. An investment in Units of the Trusts should be made with an
understanding of the risks which an investment in common stocks entails,
including the risk that the financial condition of the issuers of the Securities
or the general condition of the common stock market may worsen, and the value of
the Securities and therefore the value of the Units may decline. Common stocks
are especially susceptible to general stock market movements and to volatile
increases and decreases of 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. Shareholders of common stocks
have rights to receive payments from the issuers of those common stocks that are
generally subordinate to those of creditors of, or holders of debt obligations
or preferred stocks of, such issuers. Shareholders of common stocks of the type
held by the Trusts have a right to receive dividends only when, and if, and in
the amounts, declared by each issuer's board of directors, and those
shareholders have a right to participate in amounts available for distribution
by such issuer only after all other claims on such issuer have been paid or
provided for. Common stocks do not represent an obligation of the issuer and,
therefore, do not offer any assurance of income or provide the same degree of
protection of capital as do debt securities. The issuance of additional debt
securities or preferred stock will create prior claims for payment of principal,
interest 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. The value of common stocks is subject to market fluctuations for as
long as the common stocks remain outstanding, and thus the value of the
Securities in a portfolio may be expected to fluctuate over the life of the
Trusts to values higher or lower than those prevailing on the Initial Date of
Deposit.
Holders of common stocks 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 stocks
issued by, the issuer. 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 stockholders are also generally entitled to rights on liquidation
which are senior to those of common stockholders.
Whether or not the Securities are listed on a national securities 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. In addition, the Trusts may be 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 redemption, and the value of a
Trust, will be adversely affected if trading markets for the Securities are
limited or absent.
TAXATION
GENERAL. 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 (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.
In the opinion of Chapman and Cutler, special counsel for the Sponsor,
under existing law:
1. Each Trust is not an association taxable as a corporation for federal
income tax purposes; each Unitholder will be treated as the owner of a pro rata
portion of the assets of a Trust 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 Security when such income is received by a Trust.
2. Each Unitholder will have a taxable event when their respective Trust
disposes of a Security (whether by sale, exchange, liquidation, redemption, or
otherwise) or upon the sale or redemption of Units by such Unitholder. The price
a Unitholder pays for his Units is allocated among his pro rata portion of each
Security held by a Trust (in proportion to the fair market values thereof on the
date the Unitholder purchases his Units) in order to determine his tax basis for
his pro rata portion of each Security held by a Trust. For federal income tax
purposes, a Unitholder's pro rata portion of dividends as defined by Section 316
of the Code paid with respect to a Security held by a Trust is 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 paid on
such Security 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.
3. A Unitholder's portion of gain, if any, upon the sale or redemption of
Units or the disposition of Securities held by a Trust 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 (the date on which the 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). A Unitholder's portion of loss, if any, upon the sale or
redemption of Units or the disposition of Securities held by a Trust 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. Unitholders should consult their tax
advisers regarding the recognition of gains and losses for federal income tax
purposes. In particular, a Rollover Unitholder should be aware that a Rollover
Unitholder's loss, if any, incurred in connection with the exchange of Units for
units in the next new series of the Trusts (the "1997 FUND") will generally be
disallowed with respect to the disposition of any Securities pursuant to such
exchange to the extent that such Unitholder is considered the owner of
substantially identical securities under the wash sale provisions of the Code
taking into account such Unitholder's deemed ownership of the securities
underlying the Units in a 1997 Fund in the manner described above, if such
substantially identical securities were acquired within a period beginning 30
days before and ending 30 days after such disposition. However, any gains
incurred in connection with such an exchange by a Rollover Unitholder would be
recognized.
4. Generally, the tax basis of a Unitholder includes sales charges, and
such charges are not deductible. A portion of the sales charge is deferred. It
is possible that for federal income tax purposes, a portion of the deferred
sales charge may be treated as interest which would be deductible by a
Unitholder subject to limitations on the deduction of investment interest. In
such case, the non-interest portion of the deferred sales charge should be added
to the Unitholder's tax basis in his or her Units. The deferred sales charge
could cause the Unitholder's Units to be considered to be debt-financed under
Section 264A of the Code which would result in a small reduction of the
dividends-received deduction. In any case, the income (or proceeds from
redemption) a Unitholder must take into account for federal income tax purposes
is not reduced by amounts deducted to pay the deferred sales charge. Unitholders
should consult their own tax advisers as to the income tax consequences of the
deferred sales charge.
DIVIDENDS RECEIVED DEDUCTION. A Unitholder will be considered to have
received all of the dividends paid on his pro rata portion of each Security when
such dividends are received by a Trust regardless of whether such dividends are
used to pay a portion of the deferred sales charge. Unitholders will be taxed in
this manner regardless of whether distributions from a Trust are actually
received by the Unitholder or are automatically reinvested (see "Rights of
Unitholders--Reinvestment Option").
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 (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 (other than corporate shareholders, such as "S"
corporations, which are not eligible for the deduction because of their special
characteristics and other than for purposes of special taxes such as the
accumulated earnings tax and the personal holding corporation tax). However, a
corporation owning Units should be aware that Sections 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 changed final regulations have been
recently issued which address special rules 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 corporate
Unitholder 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
with their tax advisers 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 EXPENSES BY UNITHOLDERS. Each
Unitholder's pro rata share of each expense paid by a Trust is deductible by the
Unitholder to the same extent as though the expense had been paid directly by
him, subject to the following limitation. It should be noted that as a result of
the Tax Reform Act of 1986, 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 as miscellaneous itemized deductions subject to
this limitation.
RECOGNITION OF TAXABLE GAIN OR LOSS UPON DISPOSITION OF SECURITIES BY A
TRUST OR DISPOSITION OF UNITS. AS discussed above, a Unitholder may recognize
taxable gain (or loss) when a Security is disposed of by a Trust or if the
Unitholder disposes of a Unit (although losses incurred by Rollover Unitholders
may be subject to disallowance, as discussed above). For taxpayers other than
corporations, net capital gains are subject to a maximum marginal stated 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.
"The Revenue Reconciliation Act of 1993" (the "TAX ACT") raised tax rates
on ordinary income while capital gains remained subject to a 28% maximum stated
rate. Because some or all capital gains are taxed at a comparatively lower rate
under the Tax Act, the Tax Act includes a provision that recharacterizes capital
gains as ordinary income in the case of certain financial transactions that are
"conversion transactions" effective for transactions entered into after April
30, 1993. Unitholders and prospective investors should consult with their tax
advisers regarding the potential effect of this provision on their investment in
Units. If a Unitholder disposes of a Unit, he or she is deemed thereby to have
disposed of his or her entire pro rata interest in all assets of the Trust
involved including his or her pro rata portion of all the securities represented
by the Unit.
As discussed in "Rights of Unitholders--Special Redemption and Rollover in
a New Fund," a Unitholder may elect to become a Rollover Unitholder. To the
extent a Rollover Unitholder exchanges his Units for Units of a 1997 Fund in a
taxable transaction, such Unitholder will recognize gains, if any, but generally
will not be entitled to a deduction for any losses recognized upon the
disposition of any Securities pursuant to such exchange to the extent that such
Unitholder is considered the owner of substantially identical securities under
the wash sale provisions of the Code taking into account such Unitholder's
deemed ownership of the securities underlying the Units in the 1997 Fund in the
manner described above, if such substantially identical securities were acquired
within a period beginning 30 days before and ending 30 days after such
disposition under the wash sale provisions contained in Section 1091 of the
Code. In the event a loss is disallowed under the wash sale provisions, special
rules contained in Section 1091 (d) of the Code apply to determine the
Unitholder's tax basis in the securities acquired. Rollover Unitholders are
advised to consult their tax advisers.
COMPUTATION OF 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
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 will be reduced to the extent dividends paid with
respect to such Security are received by such Trust which are not taxable as
ordinary income as described above.
OTHER MATTERS. 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 the
Trust to such Unitholder (including amounts received upon the redemption of
Units) will be subject to back-up withholding. Distributions by the Trusts
(other than those that are not treated as United States source income, if any)
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.
At the termination of a Trust, the Trustee will furnish to each Unitholder
of such Trust a statement containing information relating to the dividends
received by such Trust on the Securities, the gross proceeds received by such
Trust from the disposition of any Security (resulting from redemption or the
sale of any Security), and the fees and expenses paid by the Trust. The Trustee
will also furnish annual information returns to Unitholders and to the Internal
Revenue Service.
Unitholders desiring to purchase Units for tax-deferred plans and IRAs
should consult their broker-dealers for details on establishing such accounts.
Units may also be purchased by persons who already have self-directed plans
established.
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.
TRUST OPERATING EXPENSES
COMPENSATION OF SPONSOR AND EVALUATOR. The Sponsor will not receive any
fees in connection with its activities relating to the Trusts. However, the
Sponsor shall receive for regularly providing evaluation services to the Trusts,
the annual per Unit evaluation fee, payable in monthly installments, set forth
under "Summary of Essential Financial Information" for each Fund portfolio. This
fee may be increased without approval of the Unitholders by an amount not
exceeding proportionate increases under the category "All Services Less Rent of
Shelter" in the Consumer Price Index published by the United States Department
of Labor or, if such category is no longer published, in a comparable category.
Such fee may exceed the actual costs of providing such evaluation services for
the Trusts, but at no time will the total amount received for evaluation
services rendered to all unit investment trusts sponsored by the Sponsor for
which the Sponsor supplies evaluation services exceed the aggregate cost to the
Sponsor for supplying such services in such year. The Sponsor will receive sales
commissions and may realize other profits (or losses) in connection with the
sale of Units and the deposit of the Securities as described under "Public
Offering--Sponsor and Other Compensation".
TRUSTEE'S FEE. For its services the Trustee will receive the annual fee set
forth under "Summary of Essential Financial Information". The Trustee's fees are
payable in monthly installments on or before the fifteenth day of each 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 Trusts is expected to result from the use of these funds.
Such fees may be increased without approval of the Unitholders by amounts not
exceeding proportionate increases under the category "All Services Less Rent of
Shelter" in the Consumer Price Index published by the United States Department
of Labor or, if such category is no longer published, in a comparable category.
For a discussion of the services rendered by the Trustee pursuant to its
obligations under the Trust Agreement, see "Rights of Unitholders--Reports
Provided" and "Trust Administration."
MISCELLANEOUS EXPENSES. Expenses incurred in establishing the Trusts,
including the cost of the initial preparation of documents relating to each
Trust (including the Prospectus, Trust Agreement and certificates), federal and
state registration fees, the initial fees and expenses of the Trustee, legal and
accounting expenses, payment of closing fees and any other out-of-pocket
expenses, will be paid by the Trusts and charged off against capital at the end
of the initial offering period which is currently expected to be approximately
three months from the Initial Date of Deposit. The following additional charges
are or may be incurred by a Trust: (a) normal expenses (including the cost of
mailing reports to Unitholders) incurred in connection with the operation of
such Trust, (b) fees of the Trustee for extraordinary services, (c) expenses of
the Trustee (including legal and auditing expenses) and of counsel designated by
the Sponsor, (d) various governmental charges, (e) expenses and costs of any
action taken by the Trustee to protect that Trust and the rights and interests
of Unitholders, (f) indemnification of the Trustee for any loss, liability or
expenses incurred in the administration of the Trust without negligence, bad
faith, reckless disregard of its duty or wilful misconduct on its part and (g)
expenditures incurred in contacting Unitholders upon termination of the Trust.
The fees and expenses set forth herein are payable out of that Trust. When such
fees and expenses are paid by or owing to the Trustee, they are secured by a
lien on that Trust's portfolio. 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. 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 "Taxation."
PUBLIC OFFERING
GENERAL. Units are offered at the Public Offering Price (which is based on
the aggregate underlying value of the Securities and includes an initial sales
charge equal to the difference between the maximum total sales charge for a
Trust (2.9% of the Public Offering Price) and the maximum deferred sales charge
for each Trust ($0.019 per Unit). Unitholders will also be assessed a deferred
sales charge of $0.0019, payable monthly, over a ten month period commencing
August 1, 1996, and on the 1st day of each month thereafter, through May 1,
1997. The monthly amount of the deferred sales charge will accrue on a daily
basis from the 1st day of the month preceding a deferred sales charge payment
date. For example, Unitholders of record on the Initial Date of Deposit will pay
an initial sales charge of 1.0% of the Public Offering Price and will be subject
to a deferred sales charge of 1.9% of the Public Offering Price (payable in ten
monthly installments of $0.0019 per Unit over the final ten months of the life
of a Trust). The deferred sales charge as a percentage of the Public Offering
Price of the Units will fluctuate with changes in the Public Offering Price per
Unit. Unitholders will be assessed that portion of the deferred sales charge
accrued from the time they became Unitholders of record. Units purchased
subsequent to the initial deferred sales charge payment will be subject to only
the initial sales charge and that portion of the deferred sales charge payments
not yet collected. This deferred sales charge will be paid from funds in the
Capital Account, if sufficient, or from the periodic sale of Securities. The
total maximum sales charge for each Trust assessed to Unitholders on a per Unit
basis will be 2.9% of the Public Offering Price (2.929% of the aggregate value
of the Securities). Such underlying value shall include the proportionate share
of any undistributed cash held in the Capital and Income Accounts of each Trust.
The initial sales charge for each Trust applicable to quantity purchases is
reduced on a graduated basis to any person acquiring $100,000 worth of Units as
follows:
DOLLAR AMOUNT OF SALES
AGGREGATE DOLLAR VALUE CHARGE REDUCTION
OF UNITS PURCHASED PER DOLLAR INVESTED
- ------------------ -----------------------
$100,000 - $249,999 ..................... $.0065
$250,000 or More......................... $.0100
The sales charge reduction will primarily be the responsibility of the
selling broker, dealer or agent. Registered representatives of selling brokers,
dealers, or agents may purchase Units of a Trust at the current Public Offering
Price, less the dealer's concession during the initial offering period and for
secondary market transactions. See "Sponsor and Dealer Compensation." Employees,
officers and directors (including their immediate family members, defined as
spouses, children, grandchildren, parents, grandparents, mothers-in-law,
fathers-in-law, sons-in-law and daughters-in-law, and trustees, custodians or
fiduciaries for the benefit of such persons) of the Sponsor and its
subsidiaries, and a registered representative purchasing for such
representative's personal account may purchase Units of the Trusts without an
initial sales charge in the initial offering period.
OFFERING PRICE. The Public Offering Price of the Units will vary from the
amounts stated under "Summary of Essential Financial Information" in accordance
with fluctuations in the prices of the underlying Securities in each Trust.
As indicated above, the price of the Units was established by adding to the
determination of the aggregate underlying value of the Securities an amount
equal to the difference between the maximum total sales charge for each Trust
(2.9% of the Public Offering Price) and the maximum deferred sales charge for
each Trust ($0.019 per Unit) and dividing the sum so obtained by the number of
Units outstanding. Such underlying value shall include the proportionate share
of any cash held in the Income and Capital Accounts. Such price determination as
of the close of business on the day before the Initial Date of Deposit was made
on the basis of an evaluation of the Securities prepared by Voyageur Fund
Managers, Inc., as Evaluator. Thereafter, the Evaluator on each business day
will appraise or cause to be appraised the value of the underlying Securities as
of the Evaluation Time on days the New York Stock Exchange is open and will
adjust the Public Offering Price of the Units commensurate with such valuation.
Such Public Offering Price will be effective for all orders received prior to
the Evaluation Time on each such day. Orders received by the Trustee, Sponsor or
Underwriters for purchases, sales or redemptions after that time, or on a day
which is not a business day for the Trusts, will be held until the next
determination of price. Unitholders will also be assessed a deferred sales
charge of $0.0019 per Unit on each of the remaining deferred sales charge
payment dates as set forth in "Public Offering-General."
The value of the Securities during the initial offering period is
determined on each business day by the Evaluator in the following manner: if the
Securities are listed on a national securities exchange or the NASDAQ National
Market System, this evaluation is generally based on the closing sale prices on
that exchange or that system (unless it is determined that these prices are
inappropriate as a basis for valuation) or, if there is no closing sale price on
that exchange or system, at the closing ask prices. If the Securities are not so
listed or, if so listed and the principal market therefore is other than on the
exchange, the evaluation shall generally be based on the current ask price on
the over-the-counter market (unless it is determined that these prices are
inappropriate as a basis for evaluation). If current ask prices are unavailable,
the evaluation is generally determined (a) on the basis of current ask prices
for comparable securities, (b) by appraising the value of the Securities on the
ask side of the market or (c) by any combination of the above.
In offering the Units to the public, neither the Sponsor, nor any
broker-dealers are recommending any of the individual Securities in the Trusts
but rather the entire pool of Securities, taken as a whole, which are
represented by the Units.
UNIT DISTRIBUTION. During the initial offering period, Units will be
distributed to the public by an affiliate of the Sponsor, Voyageur Fund
Distributors, Inc. (the "Distributor"), broker-dealers and others at the Public
Offering Price. Upon the completion of the initial offering period (which is
expected to be approximately 3 months from the Initial Date of Deposit), Units
repurchased in the secondary market, if any, may be offered by this Prospectus
at the secondary market Public Offering Price in the manner described above.
The Sponsor intends to qualify the Units of the Trusts for sale in a number
of states. Certain commercial banks are making Units of each Trust available to
their customers on an agency basis. A portion of the sales charge (equal to the
agency commission referred to above) is retained by or remitted to the banks.
Under the Glass-Steagall Act, banks are prohibited from underwriting Trust
Units; however, the Glass-Steagall Act does permit certain agency transactions
and the banking regulators have not indicated that these particular agency
transactions are not 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.
SPONSOR AND DEALER COMPENSATION. The Distributor will receive the gross
sales commission equal to 2.9% of the Public Offering Price of the Units, less
any reduced sales charge for quantity purchases as described under "General"
above. Any such quantity discount provided to investors will be borne by the
selling dealer or agent. Sales will be made to brokers, dealers and agents which
represent a concession or agency commission of $.02 per Unit for primary sales.
Brokers, dealers and agents will receive a concession or agency commission of
$.01 per Unit on purchases by Rollover Unitholders. However, resales of Units by
such broker-dealers and others to the public will be made at the Public Offering
Price described in the Prospectus. The Distributor reserves the right to reject,
in whole or in part, any order for the purchase of Units and the right to change
the amount of the concession or agency commission from time to time. Volume
concessions or agency commissions of an additional $.001 per Unit will be given
to any broker dealer, bank or other financial intermediary who purchases Units
from the Distributor during the initial offering period and who agree to
underwrite a portion of Units of the next unit investment trust investing in
fixed income securities made available by the Sponsor.
At various times the Distributor may implement programs under which the
sales forces of brokers, dealers, banks and/or others may be eligible to win
nominal awards for certain sales efforts, or under which the Distributor will
re-allow to any such brokers, dealers, banks and/or others that sponsor sales
contests or recognition programs conforming to criteria established by the
Distributor, or participate 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
Distributor in its discretion may from time to time pursuant to objective
criteria established by the Sponsor pay fees to qualifying brokers, dealers,
banks or others for certain services or activities which are primarily intended
to result in sales of Units of the Trusts. Such payments are made by the Sponsor
out of its own assets, and not out of the assets of the Trusts. These programs
will not change the price Unitholders pay for their Units or the amount that the
Trusts will receive from the Units sold.
In addition, the Sponsor will realize a profit or will sustain a loss, as
the case may be, as a result of the difference between the price paid for the
Securities by the Sponsor and the cost of such Securities to each Trust on the
Initial Date of Deposit as well as on subsequent deposits. See "Schedule of
Investments." The Sponsor and the Distributor have not participated as sole
underwriter or as manager or as a member of the underwriting syndicates or as an
agent in a private placement for any of the Securities in the Trusts. The
Sponsor may further realize additional profit or loss during the initial
offering period as a result of the possible fluctuations in the market value of
the Securities in each Trust after a date of deposit, since all proceeds
received from purchasers of Units (excluding dealer concessions and agency
commissions allowed, if any) will be retained by the Sponsor. Certain
broker-dealers acquired or will acquire the securities for the Sponsor and
thereby benefit from transaction fees. Such broker dealers in their general
securities business act as agent or principal in connection with the purchase
and sale of equity securities, including the Securities in the Trusts, and may
act as a market maker in certain of the securities. Such broker dealers also
from time to time may issue reports on and make recommendations relating to
equity securities, which may include the Securities of the Trusts.
A person will become the owner of the Units on the date of settlement
provided payment has been received. Cash, if any, made available to the Sponsor
prior to the date of settlement for the purchase of Units may be used in the
Sponsor's business and may be deemed to be a benefit to the Sponsor, subject to
the limitations of the Securities Exchange Act of 1934.
As stated under "Public Market" below, the Sponsor currently intends to
maintain a secondary market for Units of each Trust. In so maintaining a market,
the Sponsor will also realize profits or sustain losses in the amount of any
difference between the price at which Units are purchased and the price at which
Units are resold (which price includes the applicable sales charge). In
addition, the Sponsor will also realize profits or sustain losses resulting from
a redemption of such repurchased Units at a price above or below the purchase
price for such Units, respectively.
PUBLIC MARKET. Although it is not obligated to do so, the Sponsor currently
intends to maintain a market for the Units offered hereby and offer continuously
to purchase Units at prices, subject to change at any time, based upon the
aggregate underlying value of the Securities in the Trusts (computed as
indicated under "Offering Price" above and "Rights of Unitholders--Redemption of
Units"). If the supply of Units exceeds demand or if some other business reason
warrants it, the Sponsor may either discontinue all purchases of Units or
discontinue purchases of Units at such prices. In the event that a market is not
maintained for the Units and the Unitholder cannot find another purchaser, a
Unitholder desiring to dispose of his Units will be able to dispose of such
Units by tendering them to the Trustee for redemption at the Redemption Price.
See "Rights of Unitholders--Redemption of Units." A Unitholder who wishes to
dispose of his Units should inquire of his 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. Units sold prior to such time
as the entire deferred sales charge on such Units has been collected will be
assessed the amount of the remaining deferred sales charge at the time of sale.
TAX-SHELTERED RETIREMENT PLANS. Units of each Trust are available for
purchase in connection with certain types of tax-sheltered retirement plans,
including Individual Retirement Accounts for the individuals, Simplified
Employee Pension Plans for employees, qualified plans for self-employed
individuals, and qualified corporate pension and profit sharing plans for
employees. The purchase of Units of a Trust may be limited by the plans'
provisions and does not itself establish such plans. The minimum purchase in
connection with a tax-sheltered retirement plan is $250.
RIGHTS OF UNITHOLDERS
CERTIFICATES. The Trustee is authorized to treat as the record owner of
Units that person who is registered as such owner on the books of the Trustee.
Ownership of Units of the Trusts will be evidenced by book entry unless a
Unitholder or the Unitholder's registered broker-dealer makes a written request
to the Trustee that ownership be in certificate form. Units are transferable by
making a written request to the Trustee and, in the case of Units evidenced by a
certificate, by presentation and surrender of such certificate to the Trustee
properly endorsed or accompanied by a written instrument or instruments of
transfer. A Unitholder must sign such written request, and such certificate or
transfer instrument, exactly as his name appears on the records of the Trustee
and on the face of any certificate representing the Units to be transferred with
the signature guaranteed by a participant in the Securities Transfer Agents
Medallion Program ("STAMP") or such other signature guarantee program in
addition to, or in substitution for, STAMP as may be accepted by the Trustee. In
certain instances the Trustee may require additional documents such as, but not
limited to, trust instruments, certificates of death, appointments as executor
or administrator or certificates of corporate authority. Certificates will be
issued in denominations of one Unit or any whole multiple thereof.
Although no such charge is now made or contemplated, the Trustee may
require a Unitholder to pay a reasonable fee for each certificate reissued or
transferred and to pay any governmental charge that may be imposed in connection
with each such transfer or interchange. Destroyed, stolen, mutilated or lost
certificates will be replaced upon delivery to the Trustee of satisfactory
indemnity, evidence of ownership and payment of expenses incurred. Mutilated
certificates must be surrendered to the Trustee for replacement.
DISTRIBUTIONS OF INCOME AND CAPITAL. Any dividends received by a Trust with
respect to the Securities therein are credited by the Trustee to the Income
Account. Other receipts (e.g., capital gains, proceeds from the sale of
Securities, etc.) are credited to the Capital Account of such Trust.
The Trustee will distribute any net income received with respect to any of
the Securities in each Trust on or about the Income Distribution Date to
Unitholders of record on the preceding Income Record Date. See "Summary of
Essential Financial Information." Proceeds received on the sale of any
Securities in that Trust, to the extent not used to meet redemptions of Units,
pay the deferred sales charge or pay expenses, will be distributed annually on
the Capital Account Distribution Date to Unitholders of record on the preceding
Capital Account Record Date. 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 money market funds or 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 Unitholders as of the record date will be made on the
following distribution date or shortly thereafter and shall consist of each
Unitholder's pro rata share of the cash in the Income Account after deducting
estimated expenses. 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 and, to the extent funds are not sufficient therein, from the Capital
Account amounts necessary to pay the expenses of the individual 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 that Trust.
Amounts so withdrawn shall not be considered a part of that Trust's assets
available for distribution to Unitholders 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 Account such amounts as may
be necessary to cover redemptions of Units.
It is anticipated that the deferred sales charge will be collected from the
Capital Account and that amounts in the Capital Account will be sufficient to
cover the cost of the deferred sales charge. To the extent that amounts in the
Capital Account are insufficient to satisfy the then current deferred sales
charge obligation, Securities may be sold to meet such shortfall. Distributions
of amounts necessary to pay the deferred portion of the sales charge will be
made to an account maintained by the Trustee for purposes of satisfying
Unitholders' deferred sales charge obligations.
REPORTS PROVIDED. The Trustee shall furnish Unitholders of the Trusts in
connection with each distribution, a statement of the amount of income and the
amount of other receipts (received since the preceding distribution), if any,
being distributed, expressed in each case as a dollar amount representing the
pro rata share of each Unit of the respective Trust outstanding. 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 registered
Unitholder of a Trust a statement (i) as to the Income Account: income received,
deductions for applicable taxes and for fees and expenses of that Trust, for
redemptions of Units, if any, and 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; (ii) as to the Capital Account: the
dates of disposition of any Securities and the net proceeds received therefrom,
deductions for payment of applicable taxes, fees and expenses of that Trust held
for distribution to Unitholders of record as of a date prior to the
determination and 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; (iii) a list of the Securities held by a Trust and the number of
Units of that Trust outstanding on the last business day of such calendar year;
(iv) the Redemption Price per Unit of that Trust based upon the last computation
thereof made during such calendar year; and (v) amounts actually distributed
during such calendar year from the Income and Capital Accounts of that Trust,
separately stated, expressed as total dollar amounts.
In order to comply with federal and state tax reporting requirements,
Unitholders will be furnished, upon request to the Trustee, evaluations of the
Securities in each Trust furnished to it by the Evaluator.
REDEMPTION OF UNITS. A Unitholder may redeem all or a portion of his Units
by tender to the Trustee, Investors Fiduciary Trust Company, P.O. Box 419350,
Kansas City, Missouri 64173-0216, and in the case of Units evidenced by a
certificate, by tendering such certificate to the Trustee, duly endorsed or
accompanied by proper instruments of transfer with signature guaranteed as
described above (or by providing satisfactory indemnity, as in connection with
lost, stolen or destroyed certificates) and by payment of applicable
governmental charges, if any. No redemption fee will be charged. On the third
business day following such tender, the Unitholder will be entitled to receive
in cash an amount for each Unit equal to the Redemption Price per Unit next
computed after receipt by the Trustee of such tender of Units as of the
Evaluation Time set forth under "Summary of Essential Financial Information."
The "date of tender" is deemed to be the date on which Units are received by the
Trustee, except that with respect to Units received after the applicable
Evaluation Time the date of tender is the next business day, as defined under
"Public Offering--Offering Price" and such Units will be deemed to have been
tendered to the Trustee on such day for redemption at the redemption price
computed on that day.
The Trustee is empowered to sell Securities of a Trust in order to make
funds available for redemption if funds are not otherwise available in the
Capital and Income Accounts of such Trust to meet redemptions. The Securities to
be sold will be selected by the Trustee from those designated on a current list
provided by the Supervisor for this purpose. Units so redeemed shall be
cancelled. Units tendered for redemption prior to such time as the entire
deferred sales charge on such Units has been collected will be assessed the
amount of the remaining deferred sales charge at the time of redemption.
To the extent that Securities are sold, the size of a Trust will be, and
the diversity of that Trust may be, reduced. 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.
The Redemption Price per Unit (as well as the secondary market Public
Offering Price) will be determined on the basis of the aggregate underlying
value of the Securities in a Trust, plus or minus cash, if any, in the Income
and Capital Accounts of such Trust. On the Initial Date of Deposit, the Public
Offering Price per Unit (which includes the sales charge) exceeded the value at
which Units could have been redeemed by the amount shown under "Summary of
Essential Financial Information." The Redemption Price per Unit is the pro rata
share of each Unit determined on the basis of (i) the cash on hand in a Trust,
(ii) the value of the Securities in a Trust and (iii) dividends receivable on
the Securities of a Trust trading ex-dividend as of the date of computation,
less amounts representing taxes or other governmental charges payable out of a
Trust and the accrued expenses of a Trust. The Evaluator may determine the value
of the Securities in a Trust in the following manner: if the Securities are
listed on a national securities exchange or the NASDAQ National Market System,
this evaluation is generally based on the closing sale prices on that exchange
or that system (unless it is determined that these prices are inappropriate as a
basis for valuation) or, if there is no closing sale price on that exchange or
system, at the closing bid prices. If the Securities in a Trust are not so
listed or, if so listed and the principal market therefore is other than on the
exchange, the evaluation shall generally be based on the current bid price on
the over-the-counter market (unless these prices are inappropriate as a basis
for evaluation). If current bid prices are unavailable, the evaluation is
generally determined (i) on the basis of current bid prices for comparable
securities, (ii) by appraising the value of the Securities of that Trust on the
bid side of the market or (iii) by any combination of the above.
The right of redemption may be suspended and payment postponed for any
period during which the New York Stock Exchange is closed, other than for
customary weekend and holiday closings, or any period during which the
Securities and Exchange Commission determines that trading on that Exchange is
restricted or an emergency exists, as a result of which disposal or evaluation
of the Securities in a Trust is not reasonably practicable, or for such other
periods as the Securities and Exchange Commission may by order permit.
SPECIAL REDEMPTION AND ROLLOVER IN A NEW FUND. It is expected that a
special redemption will be made of all Units of a Trust held by any Unitholder
(a "ROLLOVER UNITHOLDER") who affirmatively notifies the Trustee in writing that
he desires to roll over his Units by the Rollover Notification Date specified in
the "Summary of Essential Financial Information."
All Units of Rollover Unitholders will be redeemed during the Special
Redemption Period and the underlying Securities will be distributed to the
Distribution Agent on behalf of the Rollover Unitholders. During the Special
Redemption Period (as set forth in "Summary of Essential Financial
Information"), the Distribution Agent will be required to sell all of the
underlying Securities on behalf of Rollover Unitholders. The sales proceeds will
be net of brokerage fees, governmental charges or any expenses involved in the
sales.
The Distribution Agent will engage the Sponsor as its agent to sell the
distributed Securities. The Sponsor will attempt to sell the Securities as
quickly as is practicable during the Special Redemption and Liquidation Period.
The Sponsor does not anticipate that the period will be longer than 10 business
days, and it could be as short as one day, given that the Securities are usually
highly liquid. 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
Special Redemption and Liquidation Period; for less liquid Securities, on each
of the first two days of the Special Redemption and 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 closing sale price of those Securities
on the preceding day. Thereafter, the Sponsor intends to sell without any price
restrictions at least a portion 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 Special Redemption and Liquidation
Period.
The Rollover Unitholders' proceeds will be invested in the next subsequent
series of a Trust (the "1997 FUND"), (as selected by the Unitholder) if then
registered in such state and being offered, the portfolio of which will be
selected prior to the initial date of deposit of the 1997 Fund. The proceeds of
redemption available on each day will be used to buy 1997 Fund units in the
portfolio as the proceeds become available.
The Sponsor intends to create the 1997 Fund as quickly as possible after
the commencement of the Special Redemption Date, dependent upon the availability
and reasonably favorable prices of the Securities included in the 1997 Fund
portfolio, and it is intended that Rollover Unitholders will be given first
priority to purchase the 1997 Fund units. There can be no assurance, however, as
to the exact timing of the creation of the 1997 Fund units or the aggregate
number of 1997 Fund units which the Sponsor will create. The Sponsor may, in its
sole discretion, stop creating new units at any time it chooses, regardless of
whether all proceeds of the Special Redemption have been invested on behalf of
Rollover Unitholders. Cash which has not been invested on behalf of the Rollover
Unitholders in 1997 Fund units will be distributed shortly after the Special
Redemption Date.
Any Rollover Unitholder may thus be redeemed out of the Fund and become a
holder of an entirely different unit investment trust in the 1997 Fund with a
different portfolio of Securities. The Rollover Unitholders' Units will be
redeemed and the distributed Securities shall be sold during the Special
Redemption Period. In accordance with the Rollover Unitholders' offer to
purchase the 1997 Fund units, the proceeds of the sales (and any other cash
distributed upon redemption) will be invested in the 1997 Fund portfolio at the
public offering price, including the applicable sales charge per Unit (which for
Rollover Unitholders is currently expected to be 1.9% of the Public Offering
Price of the 1997 Fund units).
This process of redemption and rollover into a new trust is intended to
allow for the fact that the portfolio selected by the Sponsor is chosen on the
basis of growth and income potential only for a year, at which point a new
portfolio is chosen. It is contemplated that a similar process of redemption and
rollover in new unit investment trusts will be available for the 1997 Fund and
each subsequent series of the Fund, approximately a year after that Series'
creation.
The Sponsor believes that the gradual redemption and rollover in the Trusts
will help mitigate any negative market price consequences stemming from the
trading of large volumes of securities and of the underlying Securities in the
Trusts in a short, publicized period of time. The above procedures may, however,
be insufficient or unsuccessful in avoiding such price consequences. In fact,
market price trends may make it advantageous to sell or buy more quickly or more
slowly than permitted by these procedures. Rollover Unitholders could then
receive a less favorable average unit price than if they bought all their units
of the 1997 Fund on any given day of the period.
It should also be noted that Rollover Unitholders may realize taxable
capital gains on the Special Redemption and Rollover but, in certain
circumstances, will not be entitled to a reduction for certain capital losses
and, due to the procedures for investing in the subsequent Trusts, no cash would
be distributed at that time to pay any taxes. Included in the cash for the
Special Redemption and Rollover will be any amount of cash attributable to the
last distribution of dividend income; accordingly, Rollover Unitholders also
will not have such cash distributed to pay any taxes. See "Taxation."
In addition, during this period a Unitholder will be at risk to the extent
that the Securities are not sold and will not have the benefit of any stock
appreciation to the extent that moneys have not been invested. For this reason,
the Sponsor will be inclined to sell and purchase the Securities in as short a
period as it can without materially adversely affecting the price of the
Securities.
Unitholders who do not inform the Distribution Agent that they wish to have
their Units so redeemed and liquidated ("Remaining Unitholders") will continue
to hold Units of a Trust as described in this Prospectus until that Trust is
terminated or until the Mandatory Termination Date listed in the "Summary of
Essential Financial Information," whichever occurs first. These Remaining
Unitholders will not realize capital gains or losses due to the Special
Redemption and Rollover and will not be charged any additional sales charge. If
a large percentage of Unitholders become Rollover Unitholders, the aggregate
size of that Trust will be sharply reduced and, as a consequence, expenses might
constitute a higher percentage amount per Unit of the Trust than prior to such
Special Redemption and Rollover. That Trust might also reduce to the Minimum
Termination Value set forth in the "Summary of Essential Financial Information"
because of the lesser number of Units in the Trust, and possibly also due to a
value reduction, however temporary, in Units caused by the Sponsor's sales of
Securities; if so, the Sponsor could then choose to liquidate the Trust without
the consent of the remaining Unitholders. See "Trust Administration--Amendment
or Termination." The Securities remaining in that Trust after the Special
Redemption Period will be sold by the Sponsor as quickly as possible without, in
its judgment, materially adversely affecting the market price of the Securities.
The Sponsor may, for any reason, decide not to sponsor the 1997 Fund or any
subsequent series of the Fund, without penalty or incurring liability to any
Unitholder. If the Sponsor so decides, the Sponsor shall notify the Unitholders
before the Special Redemption Period would have commenced. All Unitholders will
then be Remaining Unitholders, with rights to ordinary redemption as before. The
Sponsor may modify the terms of the 1997 Fund or any subsequent series of the
Fund. The Sponsor may also modify the terms of the Special Redemption and
Rollover in the 1997 Fund upon notice to the Unitholders prior to the Rollover
Notification Date specified in the related "Summary of Essential Financial
Information."
TRUST ADMINISTRATION
SPONSOR PURCHASES OF UNITS. The Trustee shall notify the Sponsor of any
Units tendered for redemption. If the Sponsor's bid in the secondary market at
that time equals or exceeds the Redemption Price per Unit, it may purchase such
Units by notifying the Trustee before the close of business on the next
succeeding business day and by making payment therefor to the Unitholder not
later than the day on which the Units would otherwise have been redeemed by the
Trustee. Units held by the Sponsor may be tendered to the Trustee for redemption
as any other Units.
The offering price of any Units acquired by the Sponsor will be in accord
with the Public Offering Price described in the then currently effective
prospectus describing such Units. Any profit resulting from the resale of such
Units will belong to the Sponsor which likewise will bear any loss resulting
from a lower offering or redemption price subsequent to its acquisition of such
Units.
PORTFOLIO ADMINISTRATION. The portfolios of the Trusts are not "managed" by
the Sponsor, Supervisor or the Trustee; their activities described herein are
governed solely by the provisions of the Trust Agreement. 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.
While the Trusts will not be managed, the Trust Agreement, however, provides
that the Sponsor may (but need not) direct the Trustee to dispose of a Security
in certain events such as the issuer having defaulted on the payment on any of
its outstanding obligations or the price of a Security has declined to such an
extent as a result of serious adverse credit factors affecting the issuer of the
Security such that in the opinion of the Sponsor the retention of such Security
would be detrimental to the Trusts. Pursuant to the Trust Agreement and with
limited exceptions, the Trustee may sell any securities or other properties
acquired in exchange for Securities such as those acquired in connection with a
merger or other transaction. The proceeds from such sales, if any, will be
deposited in the Capital Account of a Trust. If offered such new or exchanged
securities or property, the Trustee shall reject the offer. However, in the
event such securities or property are nonetheless acquired by a Trust, they may
be accepted for deposit in such Trust and either sold by the Trustee or held in
such Trust pursuant to the direction of the Sponsor (who may rely on the advice
of the Supervisor). Proceeds from the sale of Securities (or any securities or
other property received by the Fund in exchange for Securities) are credited to
the Capital Account for distribution to Unitholders, pay an accrued deferred
sales charge or to meet redemptions. Except as stated under "Trust Portfolio"
for failed securities and as provided in this paragraph, the acquisition by a
Trust of any securities other than the Securities is prohibited.
As indicated under "Rights of Unitholders--Redemption of Units" above, the
Trustee may also sell Securities designated by the Supervisor, or if no such
designation has been made, in its own discretion, for the purpose of redeeming
Units of a Trust tendered for redemption and the payment of expenses.
The Supervisor, in designating Securities to be sold by the Trustee, will
generally make selections in order to maintain, to the extent practicable, the
proportionate relationship among the number of shares of individual issues of
Securities in that Trust. To the extent this is not practicable, the composition
and diversity of the Securities in such Trust may be altered. In order to obtain
the best price for a Trust, it may be necessary for the Supervisor to specify
minimum amounts (generally 100 shares) in which blocks of Securities are to be
sold.
AMENDMENT OR 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 thereof which may be
defective or inconsistent, or (2) to make such other provisions as shall not
adversely affect the Unitholders (as determined in good faith by the Sponsor and
the Trustee), provided, however, that the Trust Agreement may not be amended to
increase the number of Units (except as provided in the Trust Agreement). The
Trust Agreement may also be amended in any respect by the Trustee and Sponsor,
or any of the provisions thereof may be waived, with the consent of the holders
representing 51% of the Units of such Trust then outstanding, provided that no
such amendment or waiver will reduce the interest in that Trust of any
Unitholder 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. The Trustee shall advise the Unitholders of any amendment
promptly after execution thereof.
A Trust may be liquidated at any time by consent of Unitholders
representing 66-2/3% of the Units of that Trust then outstanding or by the
Trustee when the value of the Securities owned by such Trust, as shown by any
evaluation, is less than that amount set forth under Minimum Termination Value
in the "Summary of Essential Financial Information." A Trust will be liquidated
by the Trustee in the event that a sufficient number of Units of that Trust not
yet sold are tendered for redemption by the Underwriters or the Sponsor, so that
the net worth of that Trust would be reduced to less than 40% of the value of
the Securities at the time they were deposited in the Trust. If a Trust is
liquidated because of the redemption of unsold Units by the Underwriters,
including the Sponsor, the Sponsor will refund to each purchaser of Units the
entire sales charge paid by such purchaser. The Trust Agreement will terminate
upon the sale or other disposition of the last Security held thereunder, but in
no event will it continue beyond the Mandatory Termination Date stated under
"Summary of Essential Financial Information."
Commencing on the Mandatory Termination Date, Securities will begin to be
sold in connection with the termination of the Fund. The Sponsor will determine
the manner, timing and execution of the sales of the Securities. At least 30
days before the Mandatory Termination Date the Trustee will provide written
notice of any termination to all Unitholders. Unitholders who do not elect the
Rollover Option will receive a cash distribution from the sale of the remaining
Securities within a reasonable time following the Mandatory Termination Date.
Regardless of the distribution involved, the Trustee will deduct from the funds
of that Trust any accrued costs, expenses, advances or indemnities provided by
the Trust Agreement, including estimated compensation of the Trustee, costs of
liquidation and any amounts required as a reserve to provide for payment of any
applicable taxes or other governmental charges. Any sale of Securities in that
Trust upon termination may result in a lower amount than might otherwise be
realized if such sale were not required at such time. The Trustee will then
distribute to each Unitholder his pro rata share of the balance of the Income
and Capital Accounts of that Trust.
The Sponsor currently intends to, but is not obligated to, offer for sale
units of a subsequent series of each Trust pursuant to the Rollover Option (see
"Rights of Unitholders--Special Redemption and Rollover in a New Fund"). There
is, however, no assurance that units of any new series of such Fund will be
offered for sale at that time, or if offered, that there will be sufficient
units available for sale to meet the requests of any or all Unitholders. The
Sponsor will attempt to sell any remaining Securities as quickly as possible
commencing on the Mandatory Termination Date without in the judgment of the
Sponsor materially adversely affecting the market price of the Securities. 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 on any particular
day.
Within 60 days of the final distribution, Unitholders will be furnished a
final distribution statement of the amount distributable. At such time as the
Trustee in its sole discretion will determine that any amounts held in reserve
are no longer necessary, it will make distribution thereof to Unitholders in the
same manner.
LIMITATIONS ON LIABILITIES. The Sponsor, the Evaluator, the Supervisor and
the Trustee shall be under no liability to Unitholders for taking any action or
for refraining from taking any action in good faith pursuant to the Trust
Agreement, or for errors in judgment, but shall be liable only for their own
willful misfeasance, bad faith or gross negligence in the performance of their
duties or by reason of their reckless disregard of their obligations and duties
hereunder.
The Trustee shall not be liable for depreciation or loss incurred by reason
of the sale by the Trustee of any of the Securities. In the event of the failure
of the Sponsor to act under the Trust Agreement, the Trustee may act thereunder
and shall not be liable for any action taken by it in good faith under the Trust
Agreement. The Trustee shall not be liable for any taxes or other governmental
charges imposed upon or in respect of the Securities or upon the interest
thereon or upon it as Trustee under the Trust Agreement or upon or in respect of
the Trusts which the Trustee may be required to pay under any present or future
law of the United States of America or of any other taxing authority having
jurisdiction. In addition, the Trust Agreement contains other customary
provisions limiting the liability of the Trustee.
The Trustee, Sponsor, Supervisor and Unitholders may rely on any evaluation
furnished by the Evaluator and shall have no responsibility for the accuracy
thereof. Determinations by the Evaluator under the Trust Agreement 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, Sponsor
or Unitholders for errors in judgment. This provision shall not protect the
Evaluator in any case of willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations and duties.
SPONSOR. Voyageur Fund Managers, Inc. is the Sponsor of the Fund and
Voyageur Fund Distributors, Inc. is the primary distributor of Fund Units.
Voyageur Fund Managers, Inc. and Voyageur Fund Distributors, Inc. are each
indirect wholly-owned subsidiaries of Dougherty Financial Group, Inc. ("DFG"),
which is owned approximately 49% by Michael E. Dougherty, 49% by Pohlad
Companies and less than 1% by certain benefit plans for the employees of DFG and
its subsidiaries.
Mr. Dougherty co-founded the predecessor of DFG in 1977 and has served as
DFG's Chairman of the Board and Chief Executive Officer since inception. Pohlad
Companies is a holding company owned in equal parts by each of James O. Pohlad,
Robert C. Pohlad and William M. Pohlad. As of February 29, 1996, Voyageur Fund
Managers, Inc. served as the manager to six closed-end and ten open-end
investment companies (comprising 29 separate investment portfolios),
administered numerous private accounts and managed approximately $8.5 billion in
assets. The principal business address for both Voyageur Fund Managers, Inc. and
Voyageur Fund Distributors, Inc. is 90 South Seventh Street, Suite 4400,
Minneapolis, Minnesota 55402. As of February 29, 1996, the total stockholders'
equity of Voyageur Fund Mangers, Inc. was $4,011,105 (unaudited). (This
paragraph relates only to the Sponsor and not to the Fund or to any Series
thereof or to any of the Underwriters. The information is included herein only
for the purpose of informing investors as to the financial responsibility of the
Sponsor and its ability to carry out its contractual obligations. More detailed
financial information will be made available by the Sponsor upon request.)
If the Sponsor shall fail to perform any of its duties under the Trust
Agreement or become incapable of acting or become bankrupt or its affairs are
taken over by public authorities, then the Trustee may (i) appoint a successor
Sponsor at rates of compensation deemed by the Trustee to be reasonable and not
exceeding amounts prescribed by the Securities and Exchange Commission, (ii)
terminate the Trust Agreement and liquidate the Fund as provided therein or
(iii) continue to act as Trustee without terminating the Trust Agreement.
EVALUATOR. The Sponsor also serves as Evaluator. The Evaluator may resign
or be removed by the Trustee in which event the Sponsor and/or the Trustee are
to use their best efforts to appoint a satisfactory successor. Such resignation
or removal shall become effective upon acceptance of appointment by the
successor evaluation. If upon resignation of the Evaluator no successor has
accepted appointment within 30 days after notice of resignation, the Evaluator
may apply to a court of competent jurisdiction for the appointment of a
successor. Notice of such resignation or removal and appointment shall be mailed
by the Trustee to each Unitholder.
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.
The duties of the Trustee are primarily ministerial in nature. It did not
participate in the selection of Securities for any Trust portfolio.
In accordance with the Trust Agreement, the Trustee shall keep proper books
of record and account of all transactions at its office for the Trusts. Such
records shall include the name and address of, and the number of Units of each
Trust held by, every Unitholder of a Trust. Such books and records shall be open
to inspection by any Unitholder at all reasonable times during the 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 (see "Rights of Unitholders--Reports Provided"). The Trustee is
required to keep a certified copy or duplicate original of the Trust Agreement
on file in its office available for inspection at all reasonable times during
the usual business hours by any Unitholder, together with a current list of the
Securities held in the Trusts.
Under the Trust Agreement, the Trustee or any successor trustee may resign
and be discharged of its responsibilities created by the Trust Agreement by
executing an instrument in writing and filing the same with the Sponsor. The
Trustee or successor trustee must mail a copy of the notice of resignation to
all Unitholders then of record, not less than 60 days before the date specified
in such notice when such resignation is to take effect. The Sponsor upon
receiving notice of such resignation is obligated to appoint a successor trustee
promptly. If, upon such resignation, no successor trustee has been appointed and
has accepted the appointment within 30 days after notification, the retiring
Trustee may apply to a court of competent jurisdiction for the appointment of a
successor. The Sponsor may remove the Trustee and appoint a successor trustee as
provided in the Trust Agreement at any time with or without cause. 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 resignation or removal of a Trustee becomes
effective only when the successor trustee accepts its appointment as such or
when a court of competent jurisdiction appoints a successor trustee.
Any corporation into which a Trustee may be merged or with which it may be
consolidated, or any corporation resulting from any merger or consolidation to
which a Trustee shall be a party, shall be the successor trustee. The Trustee
must be a banking corporation organized under the laws of the United States or
any state and having at all times an aggregate capital, surplus and undivided
profits of not less than $5,000,000.
OTHER MATTERS
LEGAL OPINIONS. The legality of the Units offered hereby has been passed
upon by Chapman and Cutler, 111 West Monroe Street, Chicago, Illinois 60603, as
counsel for the Sponsor.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS. The statement of net assets and
the related schedule of investments as of the opening of business on the Initial
Date of Deposit included in this Prospectus have been included herein in
reliance upon the report of KPMG Peat Marwick LLP, independent auditors,
appearing elsewhere herein and the authority of said firm as experts in
accounting and auditing.
INDEPENDENT AUDITORS' REPORT
TO THE SPONSOR, TRUSTEE AND THE UNITHOLDERS OF VOYAGEUR UNIT INVESTMENT
TRUST, SERIES 5 ("VOYAGEUR EQUITY TRUST, SERIES 2"):
We have audited the accompanying statements of net assets, including the
schedule of investments, of Voyageur Unit Investment Trust, Series 5 ("Voyageur
Equity Trust, Series 2") comprised of Illinois' Big Ten Equity Trust, Series 1,
Minnesota's Big Ten Equity Trust, Series 2 and Missouri's Big Ten Equity Trust,
Series 1 as of _____, 1996. The statements of net assets are the responsibility
of the Sponsor. Our responsibility is to express an opinion on such financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of an irrevocable letter of credit deposited to purchase securities
by correspondence with the Trustee. An audit also includes assessing the
accounting principles used and significant estimates made by the Sponsor, as
well as evaluating the overall financial statement presentation. We believe our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Voyageur Unit Investment
Trust, Series 5 ("Voyageur Equity Trust, Series 2") comprised of Illinois' Big
Ten Equity Trust, Series 1, Minnesota's Big Ten Equity Trust, Series 2 and
Missouri's Big Ten Equity Trust, Series 1 as of _____, 1996, in conformity with
generally accepted accounting principles.
Minneapolis, Minnesota
_____, 1996
KPMG PEAT MARWICK LLP
<TABLE>
<CAPTION>
VOYAGEUR UNIT INVESTMENT TRUST, SERIES 5
STATEMENTS OF NET ASSETS
AS OF THE OPENING OF BUSINESS ON THE INITIAL DATE OF DEPOSIT, _____, 1996
ILLINOIS' MINNESOTA'S MISSOURI'S
BIG TEN BIG TEN BIG TEN
SERIES (1) SERIES (2) SERIES (1)
-------- -------- --------
INVESTMENT IN SECURITIES
<S> <C> <C> <C>
Contracts to purchase securities (1).......................... $ $ $
Organizational and Offering Costs (2).........................
Total.....................................................
LIABILITY AND INTEREST OF UNITHOLDERS
Liabilities --
Accrued Organizational and Offering Costs (2).................
Payment of Deferred portion of sales charge (3)...............
Total Liabilities.............................................
Interest of Unitholders --
______, ______ and _____ Units, respectively
of fractional undivided interest outstanding:
Cost to investors (4)......................................... $
Gross underwriting commission (4),(5).........................
Net Amount Applicable to Unitholders..........................
Total ..................................................... $
=======
</TABLE>
1 The aggregate value of the Securities listed under "Portfolio" herein and
their cost to a Trust are the same. The value of the Securities is
determined by Voyageur Fund Managers, Inc. as set forth under "Public
Offering--Offering Price." The contracts to purchase Securities are
collateralized by an irrevocable letter of credit of $________ which has
been deposited with the Trustee.
2 Each Trust (and therefore Unitholders) will bear all or a portion of its
organizational and offering costs, which will be deferred and charged off
against capital at the end of the initial offering period. Organizational
and offering costs have been estimated based on a projected Trust size of
$10,000,000 for each Trust. To the extent a Trust is larger or smaller, the
estimate will vary.
3 Represents the aggregate amount of mandatory distributions of $19.00 per
1,000 units per month payable on the 1st day of each month from August 1,
1996 through May 1, 1997. Distributions will be made to an account
maintained by the Trustee from which the Unitholder's Deferred Sales
Charges obligation to the Sponsor will be satisfied. If Units are redeemed
prior to May 1, 1997, the remaining portion of the distribution applicable
to such Units will be transferred to such account on the redemption date.
4 The aggregate public offering price and the aggregate initial sales charge
are computed on the bases set forth under "Public Offering--Offering Price"
and "Public Offering--Sponsor and Underwriter Compensation" and assume all
single transactions involve less than $100,000. For single transactions in
excess of this amount, the sales charge is reduced (see "Public
Offering--General") resulting in an equal reduction in both the Cost to
investors and the Gross underwriting commission while the Net amount
applicable to Unitholders remains unchanged.
5 Gross underwriting commission includes a deferred sales charge of $.019 per
Unit.
<TABLE>
<CAPTION>
ILLINOIS' BIG TEN EQUITY TRUST, SERIES 1
SCHEDULE OF PORTFOLIO SECURITIES (VOYAGEUR UNIT INVESTMENT
TRUST, SERIES 5)
AS OF THE OPENING OF BUSINESS ON THE INITIAL DATE OF DEPOSIT: _____, 1996
NUMBER PRICE PER COST OF CURRENT
OF % OF ANNUAL SHARE TO SECURITIES DIVIDEND
ISSUER (1) SHARES TRUST (5) DIVIDEND (4) TRUST (2) TO TRUST (2) YIELD (3)
- -------- ------ ------- ---------- ------- ---------- -------
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
For an explanation of the footnotes used on this page, see "Notes to Schedule of
Portfolio Securities" on page 44.
<TABLE>
<CAPTION>
MINNESOTA'S BIG TEN EQUITY TRUST, SERIES 2
SCHEDULE OF PORTFOLIO SECURITIES (VOYAGEUR UNIT INVESTMENT
TRUST, SERIES 5)
AS OF THE OPENING OF BUSINESS ON THE INITIAL DATE OF DEPOSIT: _____, 1996
NUMBER PRICE PER COST OF CURRENT
OF % OF ANNUAL SHARE TO SECURITIES DIVIDEND
ISSUER (1) SHARES TRUST (5) DIVIDEND (4) TRUST (2) TO TRUST (2) YIELD (3)
- -------- ------ ------- ---------- ------- ---------- -------
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
For an explanation of the footnotes used on this page, see "Notes to Schedule of
Portfolio Securities" on page 44.
<TABLE>
<CAPTION>
MISSOURI'S BIG TEN EQUITY TRUST, SERIES 1
SCHEDULE OF PORTFOLIO SECURITIES (VOYAGEUR UNIT INVESTMENT
TRUST, SERIES 5)
AS OF THE OPENING OF BUSINESS ON THE INITIAL DATE OF DEPOSIT: _____, 1996
NUMBER PRICE PER COST OF CURRENT
OF % OF ANNUAL SHARE TO SECURITIES DIVIDEND
ISSUER (1) SHARES TRUST (5) DIVIDEND (4) TRUST (2) TO TRUST (2) YIELD (3)
- -------- ------ ------- ---------- ------- ---------- -------
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
For an explanation of the footnotes used on this page, see "Notes to Schedule of
Portfolio Securities" on page 44.
Notes to Schedule of Portfolio Securities
1 All of the Securities are represented by "regular way" contracts for the
performance of which an irrevocable letter of credit has been deposited
with the Trustee. At the Initial Date of Deposit, the Sponsor has assigned
to the Trustee all of its right, title and interest in and to such
Securities. Contracts to acquire Securities were entered into on _____,
1996 and are expected to settle on _____, 1996. The aggregate purchase
price (excluding commissions) and profit to the Sponsor for the securities
deposited in the Trust is $_______, $_____ and $___, respectively.
2 The market value of each of the Securities is based on the aggregate
underlying value of the Securities acquired (generally determined by the
closing sale prices of the listed Securities and the ask prices of
over-the-counter traded Securities on the business day prior to the Initial
Date of Deposit as provided by the Trustee).
3 Current Dividend Yield for each Security was calculated by annualizing the
last quarterly or semi-annual dividend received on that Security and
dividing the result by that Security's market value as of the closing of
trading on April 30, 1996.
4 Based on the latest quarterly or semi-annual dividend received. There can
be no assurance that future dividend payments, if any, will be maintained
at the indicated amount.
5 Based on Cost of Securities to Trust.
No person is authorized to give any information or to make any representations
not contained in this Prospectus; and any information or representation not
contained herein must not be relied upon as having been authorized by the Fund,
the Sponsor or the Underwriters. 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.
================================================================================
TABLE OF CONTENTS
TITLE PAGE
- ----- ----
Summary of Essential Financial
Information...................................5
The Trust.........................................10
Objectives and Securities Selection...............13
Trust Portfolio...................................16
Risk Factors......................................17
Taxation..........................................19
Trust Operating Expenses..........................23
Public Offering...................................24
Rights of Unitholders.............................28
Trust Administration..............................34
Other Matters.....................................39
Independent Auditors' Report......................40
Statements of Net Assets..........................41
Schedules of Portfolio Securities.................43
Notes to Schedule of Portfolio
Securities....................................44
================================================================================
This Prospectus contains information concerning the Fund and the Sponsor, but
does not contain all of the information set forth in the registration statements
and exhibits relating thereto, which the Fund has 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
================================================================================
PRELIMINARY PROSPECTUS
DATED APRIL 4, 1996
SUBJECT TO COMPLETION
================================================================================
______,1996
VOYAGEUR UNIT INVESTMENT TRUST,
SERIES 5
ILLINOIS' BIG TEN EQUITY TRUST,
SERIES 1
MINNESOTA'S BIG TEN EQUITY TRUST,
SERIES 2
MISSOURI'S BIG TEN EQUITY TURST,
SERIES 1
================================================================================
VOYAGEUR FUND MANAGERS, INC.
90 SOUTH SEVENTH STREET,
MINNEAPOLIS, MINNESOTA 55402
PLEASE RETAIN THIS PROSPECTUS FOR FUTURE
REFERENCE.
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement comprises the following papers and documents:
The facing sheet
The Cross-Reference Sheet
The Prospectus
The signatures
The consents of independent public accountants, rating services and
legal counsel
The following exhibits:
1.1 Standard Terms and Conditions of Trust for Voyageur Equity Trust, Series 1
and subsequent Series (incorporated by reference to Amendment No. 3 to Form
S-6 [File No. 33-62179] as filed on January 3, 1996).
1.2 Form of Trust Agreement (to be supplied by amendment).
2. Opinion and consent of counsel as to legality of securities being
registered including a consent to the use of its name under the headings
"Taxation" and "Legal Opinions" in the Prospectus and opinion of counsel as
to Federal income tax status of the securities being registered (to be
supplied by amendment).
3. None.
4. Written consent of George K. Baum & Company (to be supplied by amendment).
5. Financial Data Schedules filed hereto electronically as Exhibit 27 pursuant
to Rule 401 of Regulation S-T (to be supplied by amendment).
6. Written consent of KPMG Peat Marwick LLP (to be supplied by amendment).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Voyageur Unit Investment Trust, Series 5, has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis and State of Minnesota on the 4th day of
April, 1996.
VOYAGEUR UNIT INVESTMENT TRUST,
SERIES 5 (Registrant)
By: Voyageur Fund Managers, Inc.
(Depositor)
By /s/THOMAS J. ABOOD
------------------------------
General Counsel and
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on April 4, 1996.
SIGNATURE TITLE
--------- -----
MICHAEL E. DOUGHERTY
- -------------------- Chairman of the Board
Michael E. Dougherty and Director
JOHN G. TAFT
- -------------------- Chief Executive Officer
John G. Taft and Director
EDWARD J. KOHLER
- --------------------
Edward J. Kohler Director
FRANK C. TONNEMAKER
- --------------------
Frank C. Tonnemaker Director
JANE M. WYATT
- --------------------
Jane M. Wyatt Director
THOMAS J. ABOOD
- --------------------
Thomas J. Abood
Thomas J. Abood Thomas J. Abood signs this document pursuant to a Power of
Attorney filed with the Securities and Exhange Commission in connection with
Amendment No. 1 to form S-6 of Voyageur Tax-Exempt Trust, Series 5 (file No.
33-62681) and the same is incorporated herein by this reference.
