AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 1996
REGISTRATION NO. 333-02259
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO THE
REGISTRATION STATEMENT
ON
FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF UNIT
INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2
A. EXACT NAME OF TRUST: VOYAGEUR UNIT INVESTMENT TRUST, SERIES 5
B. NAME OF DEPOSITOR: VOYAGEUR FUND MANAGERS, INC.
C. COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES:
VOYAGEUR FUND MANAGERS, INC.
90 South Seventh Street, Suite 4400
Minneapolis, Minnesota 55402
D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:
Copy to:
THOMAS J. ABOOD MARK J. KNEEDY
Voyageur Fund Managers, Inc. c/o Chapman and Cutler
90 South Seventh Street, Suite 4400 111 West Monroe Street
Minneapolis, Minnesota 55402 Chicago, Illinois 60603
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title and amount of Proposed maximum Amount of
securities being registered aggregate offering registration fee
price
<S> <C> <C> <C>
Voyageur Unit Investment Trust, An indefinite number of Indefinite $500*
Series 5 Units of Beneficial Interest
pursuant to Rule 24f-2 under
the Investment Company Act of 1940
</TABLE>
* previously filed
E. APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC:
As soon as practicable after the effective date of the Registration
Statement.
/ X :/ Check box if it is proposed that this filing will become effective on
- ----- May 1, 1996 at 2:00 P.M. pursuant to Rule 487.
The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
VOYAGEUR UNIT INVESTMENT TRUST, SERIES 5
----------------------
CROSS-REFERENCE SHEET
(FORM N-8B-2 ITEMS REQUIRED BY INSTRUCTIONS AS
TO THE PROSPECTUS IN FORM S-6)
<TABLE>
<CAPTION>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
I. ORGANIZATION AND GENERAL INFORMATION
<S> <C> <C>
1. (a) Name of Trust ....................................................} Prospectus front cover
2. (b) Title of securities issued .......................................} Summary of Essential Financial
} Information
3. Name and address of each depositor ....................................} Trust Administration
4. Name and address of Trustee............................................} Trust Administration
5. State of organization of Trust ........................................} The Trust
6. Execution and termination of Trust agreement ..........................} Trust Administration
7. Changes of name .......................................................} The Trust; Trust Administration
8. Fiscal year ...........................................................} *
9. Litigation ............................................................} *
II. GENERAL DESCRIPTION OF THE TRUST AND
SECURITIES OF THE TRUST
10. (a) Registered of bearer securities ..................................} Rights of Unitholders
(b) Cumulative or distributive securities ............................} Rights of Unitholders; The Trust
}
(c) Redemption .......................................................} Rights of Unitholders
(d) Conversion, transfer, etc. .......................................} Rights of Unitholders
(e) Periodic payment plan ............................................} *
(f) Voting rights ....................................................} Rights of Unitholders
(g) Notice of Unit holders ...........................................} Trust Administration
(h) Consents required ................................................} Rights of Unit holders; Trust
} Administration
(i) Other provisions .................................................} Taxation
11. Type of securities comprising units ...................................} The Trust
12. Certain information regarding periodic payment } *
certificates }
13. (a) Load, fees, expenses, etc. .......................................} Trust Operating Expenses
(b) Certain information regarding periodic payment } *
certificates ...................................................}
(c) Certain percentages ..............................................} Summary of Essential Financial Information;
} Public Offering
(d) Certain other fees, etc. payable by holders ......................} Rights of Unitholders
(e) Certain profits receivable by depositor,
principal, underwriters, writers, Trustee or
affiliated person ..............................................} Trust Operating Expenses;
Public Offering
(f) Ratio of annual charges to income ................................} *
} The Trust
14. Issuance of Trust's securities ........................................} Rights of Unitholders
15. Receipt and handling of payments from purchasers ......................} *
16. Acquisition and disposition of underlying } The Trust; Objectives and
securities ..........................................................} Securities Selection; Trust
} Administration; Public Offering
17. Withdrawal or redemption ..............................................} Rights of Unitholders;
} Public Offering
18. (a) Receipt, custody and disposition of income .......................} Rights of Unitholders
(b) Reinvestment of distributions ....................................} Rights of Unitholders
(c) Reserves or special Trusts .......................................} Trust Operating Expenses
(d) Schedule of distributions ........................................} *
19. Records, accounts and reports .........................................} Rights of Unitholders; Trust
} Administration
20. Certain miscellaneous provisions of Trust agreement
(a) Amendment ........................................................} Trust Administration
(b) Termination ......................................................} *
(c) and (d) Trustee, removal and successor ...........................} Trust Administration
(e) and (f) Depositor, removal and successor .........................} Trust Administration
21. Loans to security holders } *
22. Limitations on liability ..............................................} Trust Administration
23. Bonding arrangements ..................................................} *
24. Other material provisions of Trust agreement ..........................} *
III. ORGANIZATION, PERSONNEL AND
AFFILIATED PERSONS OF DEPOSITOR
25. Organization of depositor .............................................} Trust Administration
26. Fees received by depositor ............................................} See Items 13(a) and 13(e)
27. Business of depositor .................................................} Trust Administration
28. Certain information as to officials and
affiliated persons of depositor .....................................} Trust Administration
29. Voting securities of depositor ........................................} *
30. Persons controlling depositor .........................................} *
31. Payment by depositor for certain services
rendered to Trust ...................................................} *
32. Payment by depositor for certain other services }
rendered to Trust ...................................................} *
33. Remuneration of employees of depositor
for certain services rendered to Trust ..............................} *
34. Remuneration of other persons for certain
services rendered to Trust ..........................................} *
IV. DISTRIBUTION AND REDEMPTION
35. Distribution of Trust's securities by states ..........................} Public Offering
36. Suspension of sales of Trust's securities .............................} *
37. Revocation of authority to distribute .................................} *
38. (a) Method of Distribution ...........................................} Public Offering
(b) Underwriting Agreements ..........................................} Underwriting
(c) Selling Agreements ...............................................} Public Offering
39. (a) Organization of principal underwriters ...........................} Trust Administration
(b) N.A.S.D. membership of principal underwriters ....................} *
40. Certain fees received by principal underwriters .......................} See Items 13(a) and 13(e)
41. (a) Business of principal underwriters ...............................} Trust Administration
(b) Branch offices of principal underwriters .........................} *
(c) Salesmen of principal underwriters ...............................} *
42. Ownership of Trust's securities by certain persons ....................} *
43. Certain brokerage commissions received by
principal underwriters ..............................................} Public Offering
44. (a) Method of valuation ..............................................} Public Offering
(b) Schedule as to offering price ....................................} *
(c) Variation in offering price to certain persons ...................} Public Offering
45. Suspension of redemption rights .......................................} Rights of Unitholders
46. (a) Redemption valuation .............................................} Public Offering
(b) Schedule as to redemption price ..................................} *
47. Maintenance of position in underlying securities ......................} Public Offering
} Rights of Unitholders
V. INFORMATION CONCERNING THE TRUSTEE
OR CUSTODIAN
48. Organization and regulation of Trustee ................................} Trust Administration
49. Fees and expenses of Trustee ..........................................} Trust Operating Expenses
50. Trustee's lien ........................................................} *
VI. INFORMATION CONCERNING INSURANCE OF
HOLDERS OF SECURITIES
51. Insurance of holders of Trust's securities ............................} Cover Page; Trust Operating
} Expenses
VII. POLICY OF REGISTRANT
52. (a) Provisions of Trust agreement with respect
to selection or elimination ....................................} The Trust; Trust Administration
(b) Transactions involving elimination of
underlying securities ..........................................} *
(c) Policy regarding substitution or elimination } The Trust; Trust
of underlying securities .......................................} Administration
(d) Fundamental policy not otherwise covered .........................} *
53. Tax status of Trust ...................................................} Taxation
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. Trust's securities during last ten years ..............................} *
55.-58. Certain information regarding periodic payment
certificates ........................................................} *
59. Financial statements (Instruction 1(c) to Form S-6) ...................} *
- -------------
*Inapplicable, answer negative or not required.
</TABLE>
ILLINOIS BIG TEN EQUITY TRUST, SERIES 1
MINNESOTA BIG TEN EQUITY TRUST, SERIES 2
MISSOURI BIG TEN EQUITY TRUST, SERIES 1
- --------------------------------------------------------------------------------
THE TRUST. Voyageur Unit Investment Trust, Series 5 (the "FUND") 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 Big Ten Equity Trust, Series 2 is sometimes referred
to as the "Minnesota Trust." Missouri 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 26, 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, limited
partnerships 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.
- --------------------------------------------------------------------------------
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 May 1, 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 April 26, 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, limited partnerships 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 $.0021, payable on the first day of each month, over a nine month
period commencing September 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 nine monthly
installments of $0.0021 per Unit over the final nine 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 accrual will be subject only to
the initial sales charge and that portion of the deferred sales charge payments
not yet collected or accrued. 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" and
"Objectives and Securities Selection." 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.
VOYAGEUR EQUITY TRUST, SERIES 2
SUMMARY OF ESSENTIAL FINANCIAL INFORMATION
AT THE CLOSE OF BUSINESS ON THE DAY BEFORE THE INITIAL
DATE OF DEPOSIT: APRIL 30, 1996
SPONSOR, EVALUATOR AND SUPERVISOR: VOYAGEUR FUND MANAGERS, INC.
TRUSTEE: INVESTORS FIDUCIARY TRUST COMPANY
<TABLE>
<CAPTION>
Illinois Minnesota Missouri
Big Ten Big Ten Big Ten
Equity Trust, Equity Trust, Equity Trust,
Series 1 Series 2 Series 1
-------- -------- --------
<S> <C> <C> <C> <C>
GENERAL INFORMATION
Number of Units(1)........................................................ 3,236,052 507,082 306,050
Fractional Undivided Interest in each Trust per Unit...................... 1/3,236,052 1/507,082 1/306,050
Calculation of Public Offering Price per 1000 Units:
Aggregate Offering Price of Securities in Portfolio(2)................... $3,203,691 $502,011 $302,990
Divided by 3,236,052, 507,082 and 306,050
Units, respectively (times 1000)...................................... $990.00 $990.00 $990.00
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 per 1000 Units.......................... $1.00 $1.00 $1.00
Estimated Organizational and Offering Expenses
per Unit(5)............................................................ $0.0013 $0.0013 $0.0013
Initial Date of Deposit..................................... May 1, 1996
First Settlement Date....................................... May 6, 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 $0.99. 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 $0.0021 per
Unit commencing September 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 or accrued. 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
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
and annual trust operating expenses.
ILLINOIS BIG TEN EQUITY TRUST, SERIES 1
AMOUNT PER
UNITHOLDER TRANSACTION EXPENSES 1,000 UNITS
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..................................... .100% $ 1.00
Portfolio and Evaluation Fees..................... .025% $ 0.25
Other Operating Expenses.......................... .018% $ 0.18
----- ------
Total.......................................... .143%(3) $1.433
===== ======
(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 $1.00 per Unit.
(2) The actual fee is $2.11 per month per 1,000 Units, irrespective of
purchase or redemption price, deducted in each of the last 9 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 or accrued.
(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
CUMULATIVE EXPENSES PAID FOR PERIOD OF:
1 YEAR 3 YEARS
------ -------
An investor would pay the following $30 $73
expenses on a $1,000 investment,
assuming the estimated operating
expense ratio of .143% and a 5%
annual return on the investment
throughout the periods.
MINNESOTA BIG TEN EQUITY TRUST, SERIES 2
AMOUNT PER
UNITHOLDER TRANSACTION EXPENSES 1,000 UNITS
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.................................... .100% $ 1.00
Portfolio and Evaluation Fees.................... .025% $ 0.25
Other Operating Expenses......................... .018% $ 0.18
----- ------
Total......................................... .143%(3) $1.433
===== ======
(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 $1.00 per Unit.
(2) The actual fee is $2.11 per month per 1,000 Units, irrespective of
purchase or redemption price, deducted in each of the last 9 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 or accrued..
(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
CUMULATIVE EXPENSES PAID FOR PERIOD OF:
1 YEAR 3 YEARS
------ -------
An investor would pay the following $30 $73
expenses on a $1,000 investment,
assuming the estimated operating
expense ratio of .143% and a 5%
annual return on the investment
throughout the periods.
MISSOURI BIG TEN EQUITY TRUST, SERIES 1
AMOUNT PER
UNITHOLDER TRANSACTION EXPENSES 1,000 UNITS
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................................... .100% $ 1.00
Portfolio and Evaluation Fees................... .025% $ 0.25
Other Operating Expenses........................ .018% $ 0.18
------ ------
Total........................................ .143%(3) $1.433
====== ======
(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 $1.00 per Unit.
(2) The actual fee is $2.11 per month per 1,000 Units, irrespective of
purchase or redemption price, deducted in each of the last 9 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 or accrued.
(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
CUMULATIVE EXPENSES PAID FOR PERIOD OF:
1 YEAR 3 YEARS
------ -------
An investor would pay the following $30 $73
expenses on a $1,000 investment,
assuming the estimated operating
expense ratio of .143% and a 5%
annual return on the investment
throughout the periods.
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 and annual trust operating
expenses. 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 BIG TEN EQUITY TRUST, SERIES 2 AND MISSOURI
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 April 26, 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, limited partnerships
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 April 26, 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, limited partnerships
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 April 26, 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, limited partnerships
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 April 26, 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 April 26, 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 April 26, 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, limited partnerships 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. The comparative calculations of the total return
figures and the value of $10,000 invested on January 1, 1981 set forth below for
the Illinois Big Ten, Minnesota Big Ten and Missouri Big Ten include financial
information of entities which at the time of initial calculation were organized
as corporations but which were previously organized as limited partnerships. In
addition, such comparative calculations exclude financial information of
corporations which did not exist at the time of initial calculation but which
may have been in existence (and therefore potentially includable in the universe
of potential corporations) in prior years. After the Initial Date of Deposit,
corporations which cease to exist will remain in the historical return
comparisons through the date of initial calculation; however, the portion of
comparative calculations subsequent to the date of such a corporation's ceasing
to exist will include only the financial information of corporations which meet
the criteria established by the Sponsor at the time such comparisons are
calculated. Modifications to these assumptions would alter the results of the
comparative calculations. 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.
COMPARISON OF TOTAL RETURNS(1)
Year Ended Illinois Minnesota Missouri
12/31 Big Ten Big Ten Big Ten DJIA(2) S&P 500(3)
------------- ------- ------- ------- ------ -------
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 19.49 1.87 -0.36 6.43 6.11
1985 38.26 47.37 30.23 29.44 32.03
1986 22.80 17.98 10.53 34.79 18.55
1987 4.34 4.02 2.78 6.07 5.22
1988 26.35 17.52 40.09 21.63 16.82
1989 26.94 33.04 34.99 26.45 31.53
1990 -19.51 2.26 -11.88 -7.57 -3.18
1991 55.62 42.21 51.13 35.09 30.57
1992 18.46 20.15 18.66 7.85 7.69
1993 24.73 8.48 23.93 26.92 9.99
1994 2.24 0.37 -3.39 4.15 1.29
1995 55.78 27.32 24.42 36.95 37.59
(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 21.15%, 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.
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
------------ ------- ------- ------- ---- -------
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 21,234 20,192 20,514 20,035 14,954
1985 29,358 29,756 26,715 25,934 19,743
1986 36,052 35,104 29,529 34,956 23,406
1987 37,617 36,516 30,350 37,078 24,627
1988 47,527 42,914 42,517 45,098 28,770
1989 60,330 57,094 57,392 57,026 37,841
1990 48,560 58,387 50,571 52,709 36,637
1991 75,569 83,029 76,426 71,205 47,838
1992 89,517 99,756 90,689 76,794 51,516
1993 111,657 108,214 112,393 97,468 56,663
1994 114,160 108,615 108,579 101,512 57,394
1995 177,835 138,289 135,091 139,020 78,966
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.
PEOPLE'S ENERGY CORPORATION
UNITRIN, INC.
NICOR, INC.
WASHINGTON NATIONAL CORPORATION
GATX CORPORATION
LAWTER INTERNATIONAL, INC.
AMERITECH CORPORATION
STONE CONTAINER CORPORATION
AMOCO CORPORATION
ARTHUR J. GALLAGHER & COMPANY
PEOPLE'S ENERGY CORPORATION is a holding company for the Peoples Gas
Light and Coke Company and North Shore Gas Company. Peoples Gas, an operating
public utility, is engaged in the purchase, production, storage, distribution,
sale and transportation of natural gas to over 1 million retail customers in
Chicago. North Shore supplies natural gas to 121,000 customers in northeastern
Illinois.
UNITRIN, INC., through subsidiaries, provides life and health
insurance, property and casualty insurance and consumer finance services to
individuals, families and small businesses. Operations are conducted throughout
the midwestern and western United States.
NICOR, INC., through its principal subsidiary, Northern Illinois Gas
Company, distributes natural gas to approximately 1.7 million customers in
Illinois. The Company has also diversified into containerized shipping and
offshore marine support for the oil and gas industry as well as oil and gas
exploration and production.
WASHINGTON NATIONAL CORPORATION is an insurance holding company. The
Company, through its subsidiaries, provides life insurance, annuities, and
specialty health insurance to individuals and groups. The Company provides its
services in various states throughout the United States.
GATX CORPORATION is a full-service lessor of rail tank and freight
cars. The Company also operates tank terminals, contracts warehouses, provides
shipping services and leases commercial aircraft. GATX has over 55,000 tank cars
and specialty cars that are primarily leased to the chemical and petroleum
industries, 47 terminal facilities and four pipeline systems for bulk liquids.
LAWTER INTERNATIONAL, INC. manufactures specialty chemicals and
thermographic machines. The Company produces ingredients for printing inks,
paints and other coatings and machines that produce raised printing and cut,
score or perforated paper. Lawter sells to the graphics and industrial coatings
industries.
AMERITECH CORPORATION is a regional telephone holding company for six
subsidiaries under the "Bell Telephone Company" name. The subsidiaries operate
in five midwestern states. Ameritech also provides cellular mobile telephone
services, paging products, support for the technical services of its
subsidiaries, financing and leasing of computer hardware and real estate
management services.
STONE CONTAINER CORPORATION is an international pulp and paper
manufacturer. The Company's products include containerboard, corrugated
containers, craft paper, paper bags and sacks, newsprint, groundwood
specialties, market pulp, flexible packaging and wood products. Stone Container
Corporation has manufacturing facilities in North America, Europe, Costa Rica
and Venezuela.
AMOCO CORPORATION is a worldwide integrated petroleum and chemical
company. Through its subsidiaries, Amoco explores for and produces crude oil and
natural gas worldwide. The Company also manufactures, transports and markets
petroleum products and chemicals.
ARTHUR J. GALLAGHER & COMPANY, along with its subsidiaries, provides
insurance brokerage, risk management and related services to clients in the
United States and abroad. Specific insurance coverage includes all forms of
property/casualty, marine, employee benefits, pension and life insurance
products.
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.
DELUXE CORPORATION
INTERNATIONAL MULTIFOODS CORPORATION
JOSTENS, INC.
GENERAL MILLS, INC.
ST. PAUL COMPANIES, INC.
SUPERVALU, INC.
NORWEST CORPORATION
MINNESOTA MINING AND MANUFACTURING CO.
FIRST BANK SYSTEM, INC.
ARCTCO, INC.
DELUXE CORPORATION prints a variety of checks, bank and business
related forms, provides electronic funds transfer services and sells greeting
cards and stationery. The Company's operations also include new account
verification services, computer and business forms, office products and direct
consumer product marketing. Nelco, Inc., a subsidiary, is a tax form and
electronic tax filing service provider.
INTERNATIONAL MULTIFOODS CORPORATION processes and distributes
specialty foods. The Company produces appetizers, ethnic foods, specialty meats
and bakery products to commercial customers, convenience stores, warehouse
clubs, vending operators and pizza, Mexican and Italian restaurants in the
United States. The company produces flour and pickles in Canada and spices in
Venezuela.
JOSTENS, INC. designs, manufactures and sells products created to
promote and recognize achievement. The Company is a leading producer of class
rings, yearbooks, graduation announcements and diplomas. Jostens, Inc. also
offers computer-based instructional products and is in the school photography
business.
GENERAL MILLS, INC. manufactures and markets consumer food products.
Major United States businesses include "Big G" cereals; "Betty Crocker" dessert,
side dish and dinner mixes; snack products; "Gold Medal" flour and "Yoplait" and
"Columbo" yogurts. General Mills sells its products in the United States,
Canada, Europe, Japan and Latin America.
ST. PAUL COMPANIES, INC., through its subsidiaries, provides
property-liability insurance underwriting, reinsurance underwriting and selling,
insurance brokerage products and services and sponsors, markets and manages
tax-free investments for individual investors. The Company has operations
worldwide.
SUPERVALU, INC. operates as a food wholesaler in the United States. The
Company serves approximately 4,650 stores in 46 states. In addition to food
wholesaling, Supervalu also owns and operates a chain of 300 supermarkets under
the names "County Market", Hornbachers", "Scott's Foods" and "Cub Foods" and
holds interest in a general merchandise retailer called "Shopko."
NORWEST CORPORATION provides banking, insurance, investments and other
financial services from over 3,000 locations in the United States, Canada and
internationally. Norwest provides its commercial and retail banking services,
bond trading and capital management services to individuals, businesses,
governments and other financial institutions.
MINNESOTA MINING & MANUFACTURING COMPANY operates in the industrial and
consumer, information, imaging and electronic and life sciences business
segments. The Company manufactures industrial, commercial, healthcare and
consumer products, including adhesives, abrasives, laser imagers and "Scotch
Brand" products which are marketed worldwide.
FIRST BANK SYSTEM, INC. is a bank holding company with subsidiary banks
that attract deposits and conduct retail and commercial banking services,
offering residential and commercial real estate mortgage, agricultural and
consumer loans. The Company's subsidiaries also offer trust services. The Banks
serve 11 Midwestern and Rocky Mountain states through more than 380 offices.
ARCTCO, INC., designs, engineers, manufactures and markets snowmobiles
under the Arctic Cat brand name and a personal watercraft under the Tigershark
brand name. The Company sells its products in 45 states as well as through
distributors in Alaska, Canada and Scandinavia.
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.
BROWN GROUP, INC.
LACLEDE GAS COMPANY
MAGNA GROUP, INC.
BOATMEN'S BANCSHARES, INC.
MERCANTILE BANCORPORATION
KELLWOOD COMPANY
PETROLITE CORPORATION
H&R BLOCK, INC.
MARK TWAIN BANCSHARES, INC.
ROOSEVELT FINANCIAL GROUP, INC.
BROWN GROUP, INC. is a footwear company with worldwide operations in
the sourcing, marketing and retailing of branded footwear for women, men and
children.
LACLEDE GAS COMPANY is a retail distributor of natural gas in St.
Louis, Missouri and eight other counties in Eastern Missouri. The Company also
operates underground natural gas storage fields, explores for natural gas,
transports and stores liquid propane and has investments in nonutility
businesses.
MAGNA GROUP, INC. is a bank holding company. The Company's subsidiary
banks focus on retail and community banking, targeting consumers and small to
mid-sized businesses within its market areas. Magna delivers services to
customers through a network of 103 banking centers.
BOATMEN'S BANCSHARES, INC. is a bank holding company that operates over
660 offices in Missouri, Kansas, Arkansas, Oklahoma, New Mexico, Texas, Iowa,
Illinois and Tennessee. Boatmen's operates over 50 subsidiary banks and provides
trust, fiduciary, advisory services and mortgage banking.
MERCANTILE BANCORPORATION is a bank holding company with banks
throughout Missouri, Kansas, Illinois, Iowa and Arkansas. The Company owns
fifty-two banks, including Mercantile Bank, N.A. Subsidiaries include an
investment advisory services company, a brokerage services company, a credit
life insurer and credit card services. The Company operates 336 banking offices.
KELLWOOD COMPANY, and its subsisdiaries, manufacture and market
diversified lines of men's, women's and children's clothing and recreational
camping goods. Through its Far East operations, Kellwood manufactures and
markets products in the United States, Canada and European markets. Subsidiaries
include Kellwood's Smart Shirts and American Recreational Products, Inc.
PETROLITE CORPORATION is a producer and supplier of specialty chemical
treatment programs, performance-enhancing additives and related equipment and
services to worldwide industrial markets. The specialty chemical line includes
oil field chemicals, industrial polymers and waxes.
H&R BLOCK, INC. operates and franchises a chain of more than 9,511 tax
preparation offices throughout the United States, Canada, Europe and Australia.
The Company offers tax preparation courses, electronic mail, database access,
software and point-of-sale credit card authorization services. H&R Block also
provides temporary personnel services and operates an Internet service provider.
MARK TWAIN BANCSHARES, INC. is a bank holding company. The Banks
attract deposits and offer real estate mortgage, commercial, industrial and
consumer loans. The Banks have 35 locations in 3 states with 20 in St. Louis,
St. Louis County and St. Charles County, as well as 11 in the Kansas City
metropolitan area, and 4 in Illinois. The Company also operates 33 brokerage
offices in 3 states.
ROOSEVELT FINANCIAL GROUP, INC. is a bank holding company for Roosevelt
Bank. The Bank provides commercial banking services to customers in the St.
Louis, Kansas City and Springfield, Missouri areas and in Illinois and Kansas
through 79 full service offices.
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.
Certain of the Trusts may be concentrated in common stocks of banks,
thrifts or their holding companies. An investment in such a Trust should be made
with an understanding of the risks inherent in the financial institutions
industry in general. Banks, thrifts and their holding companies are especially
subject to the adverse effects of economic recession, volatile interest rates,
portfolio concentrations in geographic markets and in commercial and residential
real estate loans, competition from new entrants in their fields of business and
state and federal regulations. Banks and thrifts are highly dependent on net
interest income. Recent profits have benefited from the relatively high yield on
earning assets and relatively low cost of funds. There is no certainty that such
conditions will continue, especially in a rising interest rate environment.
Banks, thrifts and their holding companies are subject to extensive federal
regulation and, when such institutions are state-chartered, to state regulation
as well. Such regulations impose strict capital requirements and limitations on
the nature and extent of business activities that banks and thrifts may pursue.
Regulatory actions, such as increases in the minimum capital requirements
applicable to banks and thrifts and increases in deposit insurance premiums
required to be paid by banks and thrifts to the Federal Deposit Insurance
Corporation ("FDIC"), can negatively impact earnings and the ability of a
company to pay dividends. Neither federal insurance of deposits nor government
regulations, however, insures the solvency or profitability of banks, thrifts or
their holding companies, or insures against any risk of investment in the
securities issued by such institutions.
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 in a trust plus or minus
cash, if any, in the Capital and Income Accounts of such Trust, 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 $0.0021, payable monthly, over a nine month period
commencing September 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 nine monthly installments of $0.0021 per Unit over the final nine
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 or accrued. 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 without an initial sales charge
in the initial offering period. In addition, investors may invest termination
proceeds of unit investment trusts with similar strategies into a Trust subject
only to the deferred sales charges. 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 the Trustee.
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 $0.0021 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 schedules of investments, of Voyageur Unit Investment Trust, Series 5
("Voyageur Equity Trust, Series 2") comprised of Illinois Big Ten Equity Trust,
Series 1, Minnesota Big Ten Equity Trust, Series 2 and Missouri Big Ten Equity
Trust, Series 1 as of May 1, 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 audits.
We conducted our audits 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
audits 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 Big Ten Equity Trust, Series
2 and Missouri Big Ten Equity Trust, Series 1 as of May 1, 1996, in conformity
with generally accepted accounting principles.
Minneapolis, Minnesota
May 1, 1996
KPMG PEAT MARWICK LLP
VOYAGEUR UNIT INVESTMENT TRUST, SERIES 5
STATEMENTS OF NET ASSETS
AS OF THE OPENING OF BUSINESS ON THE INITIAL DATE OF DEPOSIT, MAY 1, 1996
<TABLE>
<CAPTION>
Illinois Minnesota Missouri
Big Ten Big Ten Big Ten
Series 1 Series 2 Series 1
-------- -------- --------
<S> <C> <C> <C>
INVESTMENT IN SECURITIES
Contracts to purchase securities(1).......................... $3,203,691 $502,011 $302,990
Organizational and Offering Costs(2)......................... 13,265 13,265 13,265
---------- -------- --------
Total................................................. $3,216,956 $515,276 $316,255
========== ======== ========
LIABILITY AND INTEREST OF UNITHOLDERS
Liabilities --
Accrued Organizational and Offering Costs(2)................. $ 13,265 $13,265 13,265
Payment of Deferred portion of sales charge(3)............... 61,485 9,635 5,815
---------- ------- --------
Total Liabilities............................................ $ 74,750 $22,900 $ 19,080
========== ======= ========
Interest of Unitholders -- 3,236,052, 507,082
and 306,050 Units, respectively of fractional
undivided interest outstanding:
Cost to investors(4)......................................... $3,236,052 $507,082 $306,050
Gross underwriting commission(4,5)........................... (93,846) (14,706) (8,875)
---------- -------- --------
Net Amount Applicable to Unitholders......................... 3,142,206 492,376 297,175
---------- -------- --------
Total ................................................. $3,216,956 $515,276 $316,255
========== ======== ========
</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 $5,000,000 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
September 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.
ILLINOIS BIG TEN EQUITY TRUST, SERIES 1
SCHEDULE OF INVESTMENTS (VOYAGEUR UNIT INVESTMENT TRUST, SERIES 5)
AS OF THE OPENING OF BUSINESS ON THE INITIAL DATE OF DEPOSIT: MAY 1, 1996
<TABLE>
<CAPTION>
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>
People's Energy Corporation 10,199 10.07% $1.84 $31.625 $322,543 5.82%
Unitrin, Inc. 6,809 9.83 2.20 46.250 314,916 4.76
Nicor, Inc. 11,480 9.99 1.32 27.875 320,005 4.74
Washington National 11,797 10.08 1.08 27.375 322,943 3.95
Corporation
GATX Corporation 7,191 10.04 1.72 44.750 321,797 3.84
Lawter International, Inc. 30,118 10.22 0.40 10.875 327,533 3.68
Ameritech Corporation 5,482 9.99 2.12 58.375 320,012 3.63
Stone Container Corporation 18,686 9.92 0.60 17.000 317,662 3.53
Amoco Corporation 4,399 10.02 2.60 73.000 321,127 3.56
Arthur J. Gallagher & Company 9,697 9.84 1.16 32.500 315,153 3.57
------- ----------
Total 100.00% $3,203,691
======= ==========
</TABLE>
For an explanation of the footnotes used on this page, see "Notes to Schedule of
Investments" on page 48.
MINNESOTA BIG TEN EQUITY TRUST, SERIES 2
SCHEDULE OF INVESTMENTS (VOYAGEUR UNIT INVESTMENT TRUST, SERIES 5)
AS OF THE OPENING OF BUSINESS ON THE INITIAL DATE OF DEPOSIT: MAY 1, 1996
<TABLE>
<CAPTION>
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>
Deluxe Corporation 1,439 10.00% $1.48 $34.875 $ 50,185 4.24%
International Multifoods 2,667 9.96 0.80 18.750 50,006 4.27
Corporation
Jostens, Inc. 2,235 10.02 0.88 22.500 50,288 3.91
General Mills, Inc. 901 9.99 2.00 55.625 50,118 3.60
St. Paul Companies, Inc. 937 9.94 1.76 53.250 49,895 3.31
Supervalu, Inc. 1,563 9.96 0.98 32.000 50,016 3.06
Norwest Corporation 1,379 9.92 1.08 36.125 49,816 2.99
Minnesota Mining and 766 10.03 1.88 65.750 50,365 2.86
Manufacturing Co.
First Bank System, Inc. 830 9.96 1.65 60.250 50,008 2.74
Arctco, Inc. 5,263 10.22 0.24 9.750 51,314 2.46
------- --------
Total 100.00% $502,011
======= ========
</TABLE>
For an explanation of the footnotes used on this page, see "Notes to Schedule of
Investments" on page 48.
MISSOURI BIG TEN EQUITY TRUST, SERIES 1
SCHEDULE OF INVESTMENTS (VOYAGEUR UNIT INVESTMENT TRUST, SERIES 5)
AS OF THE OPENING OF BUSINESS ON THE INITIAL DATE OF DEPOSIT: MAY 1, 1996
<TABLE>
<CAPTION>
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>
Brown Group, Inc. 1,860 9.98% $1.00 $16.250 $30,225 6.15%
Laclede Gas Company 1,304 10.06 1.26 23.375 30,481 5.39
Magna Group, Inc. 1,333 9.93 0.88 22.563 30,076 3.90
Boatmen's Bancshares, Inc. 772 9.84 1.48 38.625 29,819 3.83
Mercantile Bancorporation 672 9.90 1.64 44.625 29,988 3.68
Kellwood Company 1,846 10.05 0.60 16.500 30,459 3.64
Petrolite Corporation 976 10.31 1.12 32.000 31,232 3.50
H&R Block, Inc. 854 9.93 1.28 35.250 30,103 3.63
Mark Twain Bancshares, Inc. 811 10.10 1.24 37.750 30,615 3.28
Roosevelt Financial Group, Inc. 1,558 9.90 0.62 19.250 29,992 3.22
------- --------
Total 100.00% $302,990
======= ========
</TABLE>
For an explanation of the footnotes used on this page, see "Notes to Schedule of
Investments" on page 48.
Notes to Schedule of Investments
(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 April 30, 1996 and are expected to settle on May 3, 1996. The
aggregate purchase price (excluding commissions) for the securities
deposited in each Trust is $3,214,315, $502,657 and $303,137,
respectively. The loss to the Sponsor for each deposit in the Trusts is
$10,624, $646 and $147, 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..................................................17
Risk Factors.....................................................22
Taxation.........................................................24
Trust Operating Expenses.........................................28
Public Offering..................................................29
Rights of Unitholders............................................33
Trust Administration.............................................39
Other Matters....................................................44
Independent Auditors' Report.....................................45
Statements of Net Assets.........................................46
Schedule of Investments..........................................47
Notes to Schedule of Investments.................................49
- -------------------------------------------------------------------------------
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 hereby made.
- -------------------------------------------------------------------------------
PROSPECTUS
- -------------------------------------------------------------------------------
May 1, 1996
VOYAGEUR UNIT INVESTMENT TRUST,
SERIES 5
ILLINOIS BIG TEN EQUITY TRUST,
SERIES 1
MINNESOTA BIG TEN EQUITY TRUST,
SERIES 2
MISSOURI BIG TEN EQUITY TRUST,
SERIES 1
- -------------------------------------------------------------------------------
VOYAGEUR FUND MANAGERS, INC.
90 SOUTH SEVENTH STREET,
SUITE 4400
MINNEAPOLIS,1MINNESOTA 55402
PLEASE RETAIN THIS PROSPECTUS FOR FUTURE
REFERENCE.
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement on Form S-6 comprises the following papers
and documents:
The facing sheet of Form S-6
The Cross-Reference Sheet
The Prospectus
The signatures
The following exhibits:
EX-99.A1A Standard Terms and Conditions of Trust - 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).
EX-99.A1B Form of Trust Agreement for Voyageur Unit Investment Trust, Series
5.
EX-99.2 Opinion of counsel to the Sponsor as to legality of the securities
being registered including a consent to the use of its name under
the headings "Taxation" and "Legal Opinions" in the Prospectus and
opinion of counsel as to Federal income tax status of the
securities being registered.
EX-99.C2 Consent of Investors Fiduciary Trust Company.
EX-27 Financial Data Schedules filed hereto electronically as Exhibit(s)
27 pursuant to Rule 401 of Regulation S-T.
EX-99.C1 Consent of KPMG Peat Marwick LLP.
SIGNATURES
The Registrant, Voyageur Unit Investment Trust, Series 5, hereby
identifies Voyageur Unit Investment Trust, Series 4 for purposes of the
representations required by Rule 487 and represents the following: (1) that the
portfolio securities deposited in the series with respect to which this
Registration Statement is being filed do not differ materially in type or
quality from those deposited in such previous series; (2) that, except to the
extent necessary to identify the specific portfolio securities deposited in, and
to provide essential financial information for, the series with respect to which
this Registration Statement is being filed, this Registration Statement does not
contain disclosures that differ in any material respect from those contained in
the registration statements for such previous series as to which the effective
date was determined by the Securities and Exchange Commission or the staff; and
(3) that it has complied with Rule 460 under the Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Voyageur Unit Investment Trust, Series 5, has duly caused this
Amendment No. 1 to the 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 1st day of May, 1996.
VOYAGEUR UNIT INVESTMENT TRUST, SERIES 5
(Registrant)
By: Voyageur Fund Managers, Inc.
(Depositor)
By: 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 on by the following person in the
capacity indicated and on May 1, 1996.
SIGNATURE TITLE
MICHAEL E. DOUGHERTY Chairman of the Board of Directors
Michael E. Dougherty and Director
JOHN G. TAFT
John G. Taft Chief Executive Officer 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 signs this document pursuant to a Power of Attorney filed with
the Securities and Exchange Commission with the Registration Statement on Form
S-6 for Voyageur Tax-Exempt Trust, Series 5 (Registration No. 33-62681).
Exhibit 1.2
VOYAGEUR UNIT INVESTMENT TRUST
SERIES 5
TRUST AGREEMENT
Dated: May 1, 1996
This Trust Agreement dated as of May 1, 1996 between Voyageur Fund
Managers, Inc., as Depositor, and Investors Fiduciary Trust Company, as Trustee,
sets forth certain provisions in full and incorporates other provisions by
reference to the document entitled "Voyageur Equity Trust Series 1 and certain
subsequent Series, Standard Terms and Conditions of Trust Dated January 3, 1996"
(herein called the "Standard Terms and Conditions of Trust"), and such
provisions as are set forth in full and such provisions as are incorporated by
reference constitute a single instrument. All references herein to Articles and
Sections are to Articles and Sections of the Standard Terms and Conditions of
Trust.
WITNESSETH THAT:
In consideration of the premises and of the mutual agreements herein
contained, the Depositor and the Trustee agree as follows:
PART I
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the Provisions of Part II hereof, all the provisions
contained in the Standard Terms and Conditions of Trust are herein incorporated
by reference in their entirety and shall be deemed to be a part of this
instrument as fully and to the same extent as though said provisions had been
set forth in full in this instrument.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby agreed to:
(a) The Securities listed in Schedule A hereto have been deposited in
Trust under this Trust Agreement.
IN WITNESS WHEREOF, Voyageur Fund Managers, Inc. has caused this Trust
Agreement to be executed by its Chairman, President, General Counsel, Chief
Financial Officer or one of its Vice Presidents and Investors Fiduciary Trust
Company has caused this Trust Agreement to be executed by one of its Trust
Officers all as of the day, month and year first above written.
Voyageur Fund Managers, Inc., Depositor
By: /S/ THOMAS J. ABOOD
General Counsel
INVESTORS FIDUCIARY TRUST COMPANY, Trustee
By: /S/ RON PUETT
Operations Officer
SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
VOYAGEUR UNIT INVESTMENT TRUST, SERIES 5
(Note: Incorporated herein and made a part hereof are the "Schedules of
Investments" as set forth in the Prospectus.)
Exhibit 2
May 1, 1996
Voyageur Fund Managers, Inc.
90 South Seventh Street, Suite 4400
Minneapolis, Minnesota 55402
Re: Voyageur Unit Investment Trust, Series 5
Ladies/Gentlemen:
We have served as special counsel for Voyageur Fund Managers, Inc., as
Sponsor and Depositor (the "Depositor") of Voyageur Unit Investment Trust,
Series 5 (the "Fund"), in connection with the preparation, execution and
delivery of a Trust Agreement dated May 1, 1996 and a Standard Terms and
Condition of Trust dated January 3, 1996 (collectively, the Indenture) each of
which are between Voyageur Fund Managers, Inc., as Depositor, and Investors
Fiduciary Trust Company, as Trustee, pursuant to which the Depositor has
delivered to and deposited the securities listed in Schedule A to the Trust
Agreement with the Trustee and pursuant to which the Trustee has issued in the
name of the Depositor documents representing units of fractional undivided
interest in and ownership of the Fund created under said Trust Agreement.
In connection therewith we have examined such pertinent records and
documents and matters of law as we have deemed necessary in order to enable us
to express the opinions hereinafter set forth.
Based upon the foregoing, we are of the opinion that:
1. The execution and delivery of the Indenture and the
execution and issuance of certificates evidencing the units of the Fund
have been duly authorized; and
2. The certificates evidencing the units of the Fund when duly
executed and delivered by the Depositor and the Trustee in accordance
with the aforementioned Indenture, will constitute valid and binding
obligations of the Fund and the Depositor in accordance with the terms
thereof.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 333-02259) relating to the units referred to
above and to the use of our name and to the reference to our firm in said
Registration Statement and in the related Prospectus.
Respectfully submitted,
CHAPMAN AND CUTLER
MJK/cjw
May 1, 1996
Investors Fiduciary Trust Company
127 West 10th Street
Kansas City, Missouri 64105
Voyageur Fund Managers, Inc.
90 South Seventh Street, Suite 4400
Minneapolis, Minnesota 55402
Re: Voyageur Unit Investment Trust, Series 5
Ladies/Gentlemen:
We have acted as special counsel for Voyageur Fund Managers, Inc.,
Depositor of Voyageur Unit Investment Trust, Series 5 (the "Fund"), in
connection with the issuance of units of fractional undivided interest in the
Fund, under a Trust Agreement dated May 1, 1996 and a Standard Terms and
Conditions of Trust dated January 3, 1996 (collectively, the "Indenture") each
of which are between Voyageur Fund Managers, Inc., as Depositor, and Investors
Fiduciary Trust Company, as Trustee.
In this connection, we have examined the Registration Statement, the
form of Prospectus proposed to be filed with the Securities and Exchange
Commission, the Indenture and such other instruments and documents as we have
deemed pertinent.
Based upon the foregoing and upon an investigation of such matters of
law as we consider to be applicable, we are of the opinion that, under existing
United States Federal income tax law:
i. Each Trust is not an association taxable as a corporation
for Federal income tax purposes; each Unit holder will be treated as
the owner of a pro rata portion of each of the assets of a Trust under
the Internal Revenue Code of 1986 (the "Code") in the proportion that
the number of Units held by him bears to the total number of Units
outstanding; the income of such Trusts will be treated as income of the
Unit holders thereof in the proportion described; and an item of Trust
income will have the same character in the hands of a Unit holder as it
would have in the hands of the Trustee. Each Unit holder will be
considered to have received his pro rata share of income derived from
each Trust asset when such income is received by a Trust.
ii. Each Unit holder will recognize gain or loss (subject to
various nonrecognition provisions under the code) have a taxable event
when each respective Trust disposes of an Equity Security (whether by
sale, exchange, liquidation, redemption, or otherwise) or upon the sale
or redemption of Units by such Unit holder. The price a Unit holder
pays for his Units is allocated among his pro rata portion of each
Equity Security held by such Trust (in proportion to the fair market
values thereof on the valuation date closest to the date the Unit
holder purchases his Units) in order to determine his tax basis for his
pro rata portion of each Equity Security held by such Trust. For
Federal income tax purposes, a Unit holder's pro rata portion of
distributions of cash or property by a corporation with respect to an
Equity Security ("dividends" as defined by Section 316 of the Code) are
taxable as ordinary income to the extent of such corporation's current
and accumulated "earnings and profits." A Unit holder's pro rata
portion of dividends paid on such Equity Security which exceeds such
current and accumulated earnings and profits will first reduce a Unit
holder's tax basis in such Equity Security and to the extent that such
dividends exceed a Unit holder's tax basis in such Equity Security
shall be treated as gain from the sale or exchange of property.
iii. A Unit holder's portion of gain, if any, upon the sale or
redemption of Units or the disposition of Equity 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 generally long-term if
the Unit holder has held his Units for more than one year. A Unit
holder's portion of loss, if any, upon the sale or redemption of Units
or the disposition of Equity Securities held by a Trust will generally
be considered a capital loss (except in the case of a dealer or a
financial institution) and will be generally long-term if the Unit
holder has held his Units for more than one year. Unit holders should
consult their tax advisers regarding the recognition of gains and
losses for Federal income tax purposes. In particular, Rollover Unit
holders should be aware that a Rollover Unit holder's loss, if any,
incurred in connection with the exchange of Units for Units in the next
new series of the Voyageur Equity Trusts (the "1997 Trusts"), if
offered, will generally be disallowed with respect to the disposition
of any Equity Securities pursuant to such exchange to the extent that
such Unit holder is considered the owner of substantially identical
securities under the wash sale provisions of the Code taking into
account such Unit holder's deemed ownership of securities underlying
the Units in the 1997 Trusts 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 Unit holder would be recognized.
Each Unit holder's pro rate share of each expense paid by a Trust is
deductible by the Unit holder to the same extent as thought 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. Unit holders
may be required to treat some or all of the expenses of the Trusts as
miscellaneous itemized deductions subject to this limitation.
The scope of this opinion is expressly limited to the matters set forth
herein, and, except as expressly set forth above, we express no opinion with
respect to any other taxes, including state or local taxes or collateral tax
consequences with respect to the purchase, ownership and disposition of Units.
We have also examined the laws of the State of Missouri to determine
their applicability to the Fund. It is our opinion that under Missouri law, as
presently enacted and construed:
(i) Each Trust is not an association taxable as a corporation
for Missouri income tax purposes.
(ii) The Unitholders of the Trusts will be treated as the
owners of a pro rata portion of each Trust and the income of each Trust
will therefore be treated as income of the Unitholders for Missouri
State income tax purposes.
(iii) Each Trust will not be subject to the Kansas City,
Missouri Earnings and Profits Tax and each Unitholder's share of income
of each Trust will not generally be subject to the Kansas City,
Missouri Earnings and Profits Tax or the City of St. Louis Earnings Tax
(except in the case of certain Unitholders, including corporations,
otherwise subject to the St. Louis City Earnings Tax).
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No.333-02259) relating to the Units referred to
about and to the use of our name and to the reference to our firm in said
Registration Statement and in the related Prospectus.
Very truly yours,
CHAPMAN AND CUTLER
MJK/cjw
EXHIBIT C1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the heading
"Other Matters -- Independent Certified Public Accountants" in the Prospectus.
KPMG PEAT MARWICK LLP
Minneapolis, Minnesota
January 3, 1996
Exhibit C2
Investors Fiduciary Trust Company
Attn: Mark Nerud
Voyageur Fund Managers, Inc.,
90 S. Seventh Street, Suite 4400
Minneapolis, MN 55402-4115
May 1, 1996
Re: Voyageur Unit Investment Trust, Series 5 (A Unit Investment
Trust) Registered Under the Securities Act of 1933, File No.
333-02259
Dear Sir/Madam:
We have examined the Registration Statement for the above captioned
fund, copy of which is attached hereto.
We, Investors Fiduciary Trust Company, hereby consent to the reference
in the Prospectus and Registration Statement as the evaluator on the Initial
Date of Deposit for the above captioned fund.
You are authorized to file copies of this letter with the Securities
and Exchange Commission.
Sincerely,
INVESTORS FIDUCIARY TRUST COMPANY
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<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRATED FROM AMENDMENT
NO. 1 TO THE REGISTRATION STATEMENT ON FORM S-6 OF VOYAGEUR FUND MANAGERS, INC.,
DEPOSITOR AND SPONSOR OF VOYAGEUR UNIT INVESTMENT TRUST, SERIES 5 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
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<NAME> VOYAGEUR UNIT INVESTMENT TRUST, SERIES 5
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<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRATED FROM AMENDMENT
NO. 1 TO THE REGISTRATION STATEMENT ON FORM S-6 OF VOYAGEUR FUND MANAGERS, INC.,
DEPOSITOR AND SPONSOR OF VOYAGEUR UNIT INVESTMENT TRUST, SERIES 5 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
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<CIK> 0001011721
<NAME> VOYAGEUR UNIT INVESTMENT TRUST, SERIES 5
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<NAME> MINNESOTA BIG TEN EQUITY TRUST, SERIES 2
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<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRATED FROM AMENDMENT
NO. 1 TO THE REGISTRATION STATEMENT ON FORM S-6 OF VOYAGEUR FUND MANAGERS, INC.,
DEPOSITOR AND SPONSOR OF VOYAGEUR UNIT INVESTMENT TRUST, SERIES 5 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001011721
<NAME> VOYAGEUR UNIT INVESTMENT TRUST, SERIES 5
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<NAME> MISSOURI'S BIG TEN EQUITY TRUST, SERIES 1
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