MEMORANDUM OF CHANGES
DELAWARE-VOYAGEUR UNIT INVESTMENT TRUST, SERIES 9
The Prospectus filed with Amendment No. 1 of the Registration Statement
on Form S-6 has been revised to reflect information regarding the deposit of
Securities on May 6, 1997, and to set forth certain statistical data based
thereon.
COVER PAGE. The series number and the Trust in the Fund have been
added. Information relating to the sales charge and the price of the
offering if the units were available for purchase at the opening of
business on the Initial Date of Deposit is set forth in the "Public
Offering Price" section.
PAGE 5. The "Summary of Essential Financial Information" table has been
completed.
PAGES 19-24. The issuers of the Securities have been listed.
PAGE 27. The Taxation section has been updated.
PAGE 49. The Independent Auditors' Report has been completed.
PAGE 50. The Statement of Net Assets has been completed.
PAGES 51-54. The Schedule of Investments and the Notes thereto have
been completed.
BACK COVER The Series numbers, the Trust in the Fund and the date of
the Prospectus have been included.
As filed with the Securities and Exchange Commission on May 6, 1997
Registration No. 333-25219
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: DELAWARE-VOYAGEUR UNIT INVESTMENT TRUST, SERIES 9
B. Name of depositor: VOYAGEUR FUND MANAGERS, INC.
C. Complete address of depositor's principal executive offices:
VOYAGEUR FUND MANAGERS, INC.
One Commerce Square
Philadelphia, Pennsylvania 19103
D. Name and complete address of agent for service:
Copy to:
George M. Chamberlain, Jr. MARK J. KNEEDY
Voyageur Fund Managers, Inc. c/o Chapman and Cutler
One Commerce Square 111 West Monroe Street
Philadelphia, Pennsylvania 19103 Chicago, Illinois 60603
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title and amount of Proposed maximum Amount of
securities being registered aggregate offering registration fee
price
<S> <C> <C> <C>
Delaware-Voyageur Unit An indefinite number of Indefinite $0.00
Investment Trust,Series 9 Units of Beneficial Interest
pursuant to Rule 24f-2 under
the Investment Company Act of 1940
</TABLE>
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 6, 1997 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.
DELAWARE-VOYAGEUR UNIT INVESTMENT TRUST, SERIES 9
----------------------
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>
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 Selection;
securities } 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 Administration
of underlying securities }
(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) } *
</TABLE>
- -------------
*Inapplicable, answer negative or not required.
DELAWARE - VOYAGEUR UNIT INVESTMENT TRUST, SERIES 9
ILLINOIS BIG TEN EQUITY TRUST, SERIES 5
MINNESOTA BIG TEN EQUITY TRUST, SERIES 6
MISSOURI BIG TEN EQUITY TRUST, SERIES 5
PACIFIC TEN EQUITY TRUST, SERIES 1
THE TRUST. Delaware - Voyageur Unit Investment Trust, Series 9 (the
"FUND") is comprised of the four underlying unit investment trusts set forth
above. Illinois Big Ten Equity Trust, Series 5 is sometimes referred to as the
"Illinois Trust." Minnesota Big Ten Equity Trust, Series 6 is sometimes referred
to as the "Minnesota Trust." Missouri Big Ten Equity Trust, Series 5 is
sometimes referred to as the "Missouri Trust." Pacific Ten Equity Trust, Series
1 is sometimes referred to as the "Pacific Trust." The various trusts are
sometimes collectively referred to herein as the "Trusts." The Illinois,
Minnesota and Missouri 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 30, 1997 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 Illinois, Minnesota and Missouri Trusts,
however, will not invest in common stock of electric utility companies, limited
partnerships, real estate investment trusts ("REITs") or companies which have
recently suspended, or announced that they intend to suspend, their dividends.
The Pacific Trust offers investors the opportunity to purchase Units
representing proportionate interests in a fixed portfolio of common stocks
issued by the ten largest companies based on market capitalization which have
their principal operations located in the States of California, Oregon or
Washington. The Pacific Trust, however, will not invest in common stocks of
limited partnerships. Unless terminated earlier, the Trusts will terminate on
June 1, 1998, 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 Series of the Trusts, 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 6, 1997
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. The Illinois, Minnesota and Missouri Trusts
seek to achieve this objective by investing in a portfolio of common stocks
issued by the ten highest dividend-yielding companies as of April 30, 1997 (as
calculated from information provided by FactSet Data Systems, Inc.) 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 Illinois, Minnesota and Missouri Trusts, however, will not invest
in the common stock of electric utility companies, limited partnerships, REITs
or companies which have recently suspended, or announced that they intend to
suspend, their dividends. The Pacific Trust seeks to achieve this objective by
investing in a portfolio of common stocks issued by the ten largest companies
based on market capitalization as of April 30, 1997 (as calculated from
information provided by Fact Set Data Systems, Inc.) which have their principal
operations located in the States of California, Oregon or Washington. The
Pacific Trust, however, will not invest in common stocks of limited
partnerships. 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 $0.0019, payable on the first day of each month, over a ten month
period commencing July 1, 1997, through April 1, 1998. The monthly amount of the
deferred sales charge will accrue on a daily basis, beginning the 1st day of the
month preceding a deferred sales charge payment date. For example, Unitholders
of record on the Initial Date of Deposit will pay an initial sales charge of
1.0% of the Public Offering Price and will be subject to a deferred sales charge
of 1.9% of the Public Offering Price (payable in ten monthly installments of
$0.0019 per Unit during months three through twelve of each Trust). Units
purchased subsequent to the initial deferred sales charge accrual will be
subject to the initial sales charge and that portion of the deferred sales
charge payments not yet collected. This deferred sales charge will be paid from
funds in the Capital Account of a Trust, if sufficient, or from the periodic
sale of Securities. The total maximum sales charge assessed to Unitholders on a
per Unit basis will be 2.9% of the Public Offering Price (2.929% of the
aggregate value of the Securities in a Trust), subject to reduction as set forth
in "Public Offering--General." During the initial offering period, the sales
charge is reduced on a graduated scale for sales involving at least $100,000. If
Units were available for purchase at the opening of business on the Initial Date
of Deposit, the Public Offering Price per Unit for the Trusts would have been
that amount set forth under "Summary of Essential Financial Information." The
minimum amount an investor may purchase of a Trust is $1,000 ($250 for a
tax-sheltered retirement plan). See "Public Offering."
ADDITIONAL DEPOSITS. The Sponsor will, from time to time after the
Initial Date of Deposit, deposit additional Securities in a Trust or cash
(including a letter of credit) with instructions to purchase 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 Investments, Inc. (the "Distributor")
currently intends to maintain a market for Units of the Trusts and offers 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
month 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 and the
distributed Securities sold by the Trustee, in its capacity as distribution
agent ("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 "1998 FUNDS"), if
offered, at a reduced sales charge (anticipated to be 1.9% of the Public
Offering Price of the 1998 Funds). The Sponsor may, however, stop offering units
of the 1998 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 1998 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
1998 Funds will contain common stocks of companies satisfying the criteria
established above for each Trust. 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 1998 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 the state or
region in which the common stocks included in a Trust are concentrated. 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.
DELAWARE - VOYAGEUR UNIT INVESTMENT TRUST, SERIES 9
SUMMARY OF ESSENTIAL FINANCIAL INFORMATION
AT THE CLOSE OF BUSINESS ON THE DAY BEFORE THE INITIAL DATE OF DEPOSIT:
MAY 5, 1997
SPONSOR: VOYAGEUR FUND MANAGERS, INC.
TRUSTEE AND EVALUATOR: THE CHASE MANHATTAN BANK
<TABLE>
<CAPTION>
Illinois Minnesota Missouri Pacific
Big Ten Big Ten Big Ten Ten
Equity Equity Equity Equity
Trust, Trust, Trust, Trust,
Series 5 Series 6 Series 5 Series 1
-------- --------- -------- --------
<S> <C> <C> <C> <C>
GENERAL INFORMATION
Number of Units(1)............................................... 152,996 153,795 152,167 153,859
Fractional Undivided Interest in each Trust per Unit............. 1/152,996 1/153,795 1/152,167 1/153,859
Calculation of Public Offering Price per 1000 Units:
Aggregate Offering Price of Securities in Portfolio(2)...........
Divided by 152,996, 153,795, 152,167 and 153,859
Units, respectively (times 1000)........................... $990.00 $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 $29.00
Less Deferred Sales Charge ................................. $(19.00) $(19.00) $(19.00) $(19.00)
-------- -------- -------- --------
Public Offering Price per 1000 Units(3,4)........................ $1,000.00 $1,000.00 $1,000.00 $1,000.00
Sponsor's Repurchase and Redemption Price
per 1000 Units.............................................. $971.00 $971.00 $971.00 $971.00
Trustee's Annual Fee per 1000 Units.............................. $0.86 $0.86 $0.86 $0.86
Estimated Organizational and Offering Expenses
per Unit(5)................................................. $0.0055 $0.0035 $0.0052 $0.0057
Initial Date of Deposit..................May 6, 1997
First Settlement Date....................May 9, 1997
Rollover Notification Date...............May 1, 1998
Special Redemption Period................Beginning on
May 29, 1998 until no later than June 1, 1998
Mandatory Termination Date...............June 1, 1998
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 Distribution Date.............................. The final distribution
will be made within a reasonable time of the Mandatory Termination
Date to Unitholders of record as of the Mandatory Termination Date
(which is deemed to be the Income and Capital Account Record Date for
purposes of such distributions).
Evaluation Time........................................................... As of the close of trading on the
New York Stock Exchange, generally 3:00 p.m. Central 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 $0.0019 per
Unit commencing July 1, 1997 and on the 1st day of each month
thereafter through April 1, 1998. 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. 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 over the initial offering period
which is currently expected to be approximately ten 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 approximately 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 5
- ---------------------------------------
<TABLE>
<CAPTION>
AMOUNT PER
UNITHOLDER TRANSACTION EXPENSES 1,000 UNITS
- ------------------------------- -----------
<S> <C> <C>
Maximum Initial Sales Charge Imposed on Purchase
(as a percentage of offering price)............... 1.00%(1) $10.00
Deferred Sales Charge per Year (as a percentage of
original purchase price).......................... 1.90%(2) $19.00
----- ------
Maximum Total Sales Charge ................................ 2.90% $29.00
===== ======
ESTIMATED ANNUAL TRUST OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
Trustee's Fee..................................... .086% $ .86
Other Operating Expenses.......................... .018% $ .18
Total.................................... .104%(3) $ 1.04
</TABLE>
1 The Maximum Initial Sales Charge is actually the difference between the
Maximum Total Sales Charge (2.90% of the Public Offering Price) and the
maximum deferred sales charge ($19.00 per 1,000 Units) and would exceed
1% if the Public Offering Price exceeds $1.00 per Unit.
2 The actual fee is $1.90 per month per 1,000 Units, irrespective of
purchase or redemption price, deducted during months 3 through 12 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 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
<TABLE>
<CAPTION>
CUMULATIVE EXPENSES PAID FOR PERIOD OF:
1 YEAR 3 YEARS
------ -------
<S> <C> <C>
An investor would pay the following $30 $73
expenses on a $1,000 investment,
assuming the estimated operating
expense ratio of .104% and a 5%
annual return on the investment
throughout the periods.
MINNESOTA BIG TEN EQUITY TRUST, SERIES 6
- ----------------------------------------
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........................................... .086% $ .86
Other Operating Expenses................................ .018% $ .18
Total.......................................... .104%(3) $ 1.04
</TABLE>
1 The Maximum Initial Sales Charge is actually the difference between the
Maximum Total Sales Charge (2.90% of the Public Offering Price) and the
maximum deferred sales charge ($19.00 per 1,000 Units) and would exceed
1% if the Public Offering Price exceeds $1.00 per Unit.
2 The actual fee is $1.90 per month per 1,000 Units, irrespective of
purchase or redemption price, deducted during months 3 through 12 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 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
<TABLE>
<CAPTION>
CUMULATIVE EXPENSES PAID FOR PERIOD OF:
1 YEAR 3 YEARS
------ -------
<S> <C> <C>
An investor would pay the following $30 $73
expenses on a $1,000 investment,
assuming the estimated operating
expense ratio of .104% and a 5%
annual return on the investment
throughout the periods.
MISSOURI BIG TEN EQUITY TRUST, SERIES 5
- ---------------------------------------
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.......................................... .086% $ .86
Other Operating Expenses............................... .018% $ .18
Total......................................... .104%(3) $ 1.04
</TABLE>
1 The Maximum Initial Sales Charge is actually the difference between the
Maximum Total Sales Charge (2.90% of the Public Offering Price) and the
maximum deferred sales charge ($19.00 per 1,000 Units) and would exceed
1% if the Public Offering Price exceeds $1.00 per Unit.
2 The actual fee is $1.90 per month per 1,000 Units, irrespective of
purchase or redemption price, deducted during months 3 through 12 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 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
<TABLE>
<CAPTION>
CUMULATIVE EXPENSES PAID FOR PERIOD OF:
1 YEAR 3 YEARS
------ -------
<S> <C> <C>
An investor would pay the following $30 $73
expenses on a $1,000 investment,
assuming the estimated operating
expense ratio of .104% and a 5%
annual return on the investment
throughout the periods.
PACIFIC 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....................................... .086% $ .86
Other Operating Expenses............................ .018% $ .18
Total...................................... .104%(3) $ 1.04
</TABLE>
1 The Maximum Initial Sales Charge is actually the difference between the
Maximum Total Sales Charge (2.90% of the Public Offering Price) and the
maximum deferred sales charge ($19.00 per 1,000 Units) and would exceed
1% if the Public Offering Price exceeds $1.00 per Unit.
2 The actual fee is $1.90 per month per 1,000 Units, irrespective of
purchase or redemption price, deducted during months 3 through 12 of
the Pacific 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 to the initial sales charge and
that portion of the deferred sales charge payments not yet collected or
accrued.
3 The Pacific Trust's Estimated Annual Trust Operating Expenses do not
include organizational and offering costs which are charged against
capital at the end of the initial offering period.
EXAMPLE
<TABLE>
<CAPTION>
CUMULATIVE EXPENSES PAID FOR PERIOD OF:
1 YEAR 3 YEARS
------ -------
<S> <C> <C>
An investor would pay the following $30 $73
expenses on a $1,000 investment,
assuming the estimated operating
expense ratio of .104% and a 5%
annual return on the investment
throughout the periods.
</TABLE>
Each of the above examples assumes reinvestment of all dividends and
distributions and utilizes a 5% annual rate of return as mandated by Securities
and Exchange Commission regulations applicable to mutual funds. Although each
Trust has a term of approximately one year and is a unit investment trust rather
than a mutual fund, this information is presented to permit comparison of fees,
assuming the principal amount and distributions are rolled over each year into a
new series subject only to the Deferred Sales Charge 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
Delaware - Voyageur Unit Investment Trust, Series 9 is comprised of
four unit investment trusts: ILLINOIS BIG TEN EQUITY TRUST, SERIES 5, MINNESOTA
BIG TEN EQUITY TRUST, SERIES 6, MISSOURI BIG TEN EQUITY TRUST, SERIES 5 AND
PACIFIC TEN EQUITY TRUST, SERIES 1 or collectively, the Trusts. The Fund was
created under the laws of the State of New York 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 and Supervisor, Muller
Data Corporation, as Evaluator and The Chase Manhattan Bank, 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 30, 1997 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 Illinois Trust have their principal operations located in the State of
Illinois is based on the fact that such companies are headquartered in the State
of Illinois. The Illinois Trust, however, will not invest in the common stock of
electric utility companies, limited partnerships, REITs or companies which have
recently suspended, or announced that they intend to suspend, their dividends.
As a policy matter the Sponsor has excluded any company that is subject to being
acquired, the acquisition of which is expected to be completed during the
initial offering period of the Illinois Trust. The Illinois Trust may be an
appropriate medium for investors who desire to participate in a portfolio of
common stocks with greater diversification than they might be able to acquire
individually. See "Trust Portfolio." Unless terminated earlier, the Illinois
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 Trusts, 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 30, 1997 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 Minnesota Trust have their principal operations located in the State of
Minnesota is based on the fact that such companies are headquartered in the
State of Minnesota. The Minnesota Trust, however, will not invest in the common
stock of electric utility companies, limited partnerships, REITs or companies
which have recently suspended, or announced that they intend to suspend, their
dividends. As a policy matter the Sponsor has excluded any company that is
subject to being acquired, the acquisition of which is expected to be completed
during the initial offering period of the Minnesota Trust. The Minnesota Trust
may be an appropriate medium for investors who desire to participate in a
portfolio of common stocks with greater diversification than they might be able
to acquire individually. See "Trust Portfolio." Unless terminated earlier, the
Minnesota 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 Trusts, 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 30, 1997 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 Missouri Trust have their principal operations located in the State of
Missouri is based on the fact that such companies are headquartered in the State
of Missouri. The Missouri Trust, however, will not invest in the common stock of
electric utility companies, limited partnerships, REITs or companies which have
recently suspended, or announced that they intend to suspend, their dividends.
As a policy matter the Sponsor has excluded any company that is subject to being
acquired, the acquisition of which is expected to be completed during the
initial offering period of the Missouri Trust. The Missouri Trust may be an
appropriate medium for investors who desire to participate in a portfolio of
common stocks with greater diversification than they might be able to acquire
individually. See "Trust Portfolio." Unless terminated earlier, the Missouri
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 Trusts, if available, at
a reduced sales charge, or (2) to receive a cash distribution.
The Pacific 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 companies having the largest market
capitalization as of April 30, 1997 which have their principal operations
located in the States of California, Oregon or Washington. The Sponsor's
determination that the companies selected for inclusion in the Pacific Trust
have their principal operations located in the States of California, Oregon or
Washington is based on the fact that such companies are headquartered in the
States of California, Oregon or Washington. The Pacific Trust, however, will not
invest in the common stock of limited partnerships. As a policy matter the
Sponsor has excluded any company that is subject to being acquired, the
acquisition of which is expected to be completed during the initial offering
period of the Pacific Trust. The Pacific Trust may be an appropriate medium for
investors who desire to participate in a portfolio of common stocks with greater
diversification than they might be able to acquire individually. See "Trust
Portfolio." Unless terminated earlier, the Pacific 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 Trusts, 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 cash (including a letter of credit) with
instructions to purchase additional Securities in a Trust. As additional Units
are issued by a Trust as a result of the deposit of additional Securities or
cash 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 or cash 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, or the purchase
of additional Securities pursuant to a cash deposit, 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. If the Sponsor deposits cash, however, existing and new
investors may experience a dilution of their investment and a reduction in their
anticipated income because of fluctuations in the prices of the Securities
between the time of the cash deposit and the purchase of the Securities and
because such Trust will pay associated brokerage fees. To minimize this effect,
the Trusts will try to purchase the Securities as close to the evaluation time
as possible. The Trustee may, from time to time, retain and pay compensation to
the Sponsor (or an affiliate of the Sponsor) to act as agent for a Trust with
respect to acquiring Securities for or selling Securities from a Trust. In
acting in such capacity, the Sponsor or its affiliate will be subject to the
restrictions under the Investment Company Act of 1940, as amended.
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 or cash 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 30, 1997 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 30, 1997 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 30, 1997 which (a) have their principal operations located in the
State of Missouri and (b) have a market capitalization in excess of $250
million.
The objective of the Pacific 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 companies with the largest market capitalization
as of April 30, 1997 which have their principal operations located in the States
of California, Oregon or Washington.
The Illinois, Minnesota and Missouri Trusts will not invest in the
common stock of electric utility issuers, limited partnerships, REITs or
companies which have recently suspended, or announced that they intend to
suspend, their dividends. The Pacific Trust will not invest in common stocks of
limited partnerships. In seeking each Trust's 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 thirteen months 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, 1982 set forth below for
the Illinois Big Ten, Minnesota Big Ten, Missouri Big Ten and Pacific 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. Finally, such calculations include historical
information about companies that have recently suspended, or announced that they
intend to suspend, their dividends even though such companies are not eligible
to be included in the Illinois, Minnesota or Missouri Big Ten Trusts.
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)
<TABLE>
<CAPTION>
Year Ended Illinois Minnesota Missouri Pacific
12/31 Big Ten Big Ten Big Ten Ten DJIA(2) S&P 500(3)
------------- ------- ------- ------- --- ------ ---------
<S> <C> <C> <C> <C> <C> <C>
1982 32.55% 40.93% 38.04% 17.35% 26.04% 21.11%
1983 33.13 23.52 30.19 20.53 38.91 22.37
1984 19.49 1.87 -0.36 3.71 6.43 6.11
1985 38.26 47.37 30.23 23.26 29.44 32.03
1986 22.80 17.98 10.53 19.71 34.79 18.55
1987 4.34 4.02 2.78 3.18 6.07 5.22
1988 26.35 17.52 40.09 17.25 21.63 16.82
1989 26.94 33.04 34.99 36.72 26.45 31.53
1990 -19.51 2.26 -11.88 -0.88 -7.57 -3.18
1991 55.62 42.21 51.13 31.11 35.09 30.57
1992 18.46 20.15 18.66 18.38 7.85 7.69
1993 24.73 8.48 23.93 13.03 26.92 9.99
1994 2.24 0.37 -3.39 6.19 4.15 1.29
1995 55.78 27.32 24.42 38.99 36.95 37.59
1996 15.12 17.23 24.32 45.46 29.11 22.96
</TABLE>
1 Total Return represents the sum of the percentage change in market
value of each group of stocks between the first trading day of a period
and the total dividends paid on each group of stocks during the period
divided by the opening market value of each group of stocks as of the
first trading day of a period. DJIA and S&P 500 are unmanaged indices
and do not incur sales charges, commissions, expenses or taxes. Total
return of the Illinois Big Ten, Minnesota Big Ten, Missouri Big Ten and
Pacific 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, the Pacific Ten, DJIA and the S&P
500 and should not be considered indicative of future results. From January 1982
through December 1996 the average annual total return for the Illinois Big Ten,
the Minnesota Big Ten, the Missouri Big Ten, the Pacific Ten, DJIA and the S&P
500 was 22.24%, 19.37%, 19.60%, 18.87%, 20.64%, and 16.75%, respectively. The
chart reflects a hypothetical assumption that $10,000 was invested on January 1,
1982 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 their approximately
one-year life or over consecutive rollover periods, if available.
VALUE OF $10,000 INVESTED ON JANUARY 1, 1982
<TABLE>
<CAPTION>
Year Ended Illinois Minnesota Missouri Pacific
12/31 Big Ten Big Ten Big Ten Ten DJIA S&P 500
---------- ------- ------- ------- ------- ---- -------
<S> <C> <C> <C> <C> <C> <C>
1982 $13,255 $14,093 $13,804 $11,735 $12,604 $12,111
1983 17,646 17,408 17,971 14,144 17,508 14,820
1984 21,086 17,733 17,907 14,669 18,634 15,726
1985 29,153 26,133 23,320 18,081 24,120 20,763
1986 35,800 30,832 25,776 21,644 32,511 24,614
1987 37,354 32,072 26,492 22,331 34,485 25,899
1988 47,196 37,691 37,113 26,183 41,944 30,255
1989 59,911 50,144 50,099 35,799 53,038 39,795
1990 48,222 51,277 44,147 35,485 49,023 38,529
1991 75,044 72,921 66,719 46,524 66,225 50,308
1992 88,897 87,614 79,169 55,074 71,423 54,176
1993 110,881 95,044 98,114 62,253 90,651 59,589
1994 113,365 95,396 94,788 66,108 94,413 60,357
1995 176,599 121,458 117,935 91,883 129,298 83,046
1996 203,301 142,385 146,616 133,656 166,937 102,113
</TABLE>
Past performance of any series may not be indicative of results of
future series. Trust performance may be compared to the performance on the same
basis of the DJIA, the S&P 500 Composite Price Stock Index, or performance data
from publications such as Morningstar Publications, Inc. This performance may
also be compared for various periods with an investment in short-term U.S.
Treasury securities; however, the investor should bear in mind that Treasury
securities are fixed income obligations, having the highest credit
characteristics, while equity securities involve greater risk because they have
no maturities, and income thereon is subject to the financial condition of, and
declaration by, the issuers. Past performance, of course, may not be indicative
of future results and results actually achieved by any Unitholder will vary
depending on the dates the Unitholder purchased and sold his Units.
Additionally, the foregoing returns do not take into account commissions, sales
charges, Trust expenses or taxes. The securities included in each Trust
represent higher geographic concentration than those of the S&P 500 and DJIA.
TRUST PORTFOLIO
ILLINOIS BIG TEN
The Illinois Trust consists of the following issues of Securities
issued by Illinois companies and listed on a national securities exchange, the
Nasdaq National Market System or traded in the over-the-counter market. Each of
the companies whose Securities are included in the portfolio were selected based
upon those factors referred to under "Objectives and Securities Selection"
above. The following is a listing of the companies included in the Illinois
Trust.
UNR INDUSTRIES, INC.
PEOPLE'S ENERGY CORPORATION
UNITRIN, INC.
NICOR, INC.
HOLLINGER INTERNATIONAL, INC.
ARTHUR J. GALLAGHER & COMPANY
WASHINGTON NATIONAL CORPORATION
LAWTER INTERNATIONAL, INC.
AMERITECH CORPORATION
WOODWARD GOVERNOR CO.
UNR INDUSTRIES, INC., through its ROHN Division, manufactures and
installs self-supporting and guyed towers, shelters, cabinets and mounts for the
telecommunications industry.
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.
HOLLINGER INTERNATIONAL, INC. is the subsidiary of Hollinger, Inc. The
Company is a publisher of daily and related publications such as the "Chicago
Sun Times," "The Daily Telegraph" and "The Sydney Morning Herald".
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.
WASHINGTON NATIONAL CORPORATION is an insurance holding company. The
Company, through its subsidiaries, markets and underwrites life insurance and
annuities for individuals and specialty health insurance for educators.
Washington's major operating companies are Washington National Insurance Company
(Illinois) and United Presidential Life Insurance Company (Indiana).
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,
scored or perforated paper. Lawter sells to the graphics and industrial coatings
industries.
AMERITECH CORPORATION provides a wide array of local phone, data and
video services in Illinois, Indiana, Michigan, Ohio and Wisconsin. The Company
creates new information, entertainment and interactive services for homes,
business and governments worldwide. Ameritech owns interests in telephone
companies in New Zealand and Hungary and in business directories in Germany and
other countries.
WOODWARD GOVERNOR CO. designs and manufactures engine fuel delivery and
engine control systems, subsystems and components. The company's products
include devices used on diesel engines, steam turbines, industrial and aircraft
gas turbines, and hydraulic turbines.
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
JOSTENS, INC.
GENERAL MILLS, INC.
SUPERVALU, INC.
INTERNATIONAL MULTIFOODS CORPORATION
ST. PAUL COMPANIES, INC.
TENNANT COMPANY
HORMEL FOODS CORP.
TCF FINANCIAL CORP.
MINNESOTA MINING & MANUFACTURING CO.
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.
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. is also
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.
SUPERVALU, INC. is a food wholesaler and retailer in the United States.
The Company sells food and non-food products at wholesale and operates a variety
of store formats at retail. Supervalu supplies stores in 48 states and operates
retail stores primarily under the names of "Cub Foods," "Shop 'n Save,"
"Save-A-Lot," "Big's," "Scott's Foods," "Laneco" and "Hornbachers."
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.
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.
TENNANT COMPANY specializes in the design, manufacture and sale of
industrial and floor maintenance equipment. Products include vacuumized power
sweepers, scrubbers, burnishers, commercial floor maintenance equipment and a
line of urethane coatings for concrete or wood floors. The Company sells its
products worldwide.
HORMEL FOODS CORP. is a diversified food producer. Perhaps best known
for its SPAM canned meat, the company also offers Farm Fresh catfish, Jennie-O
turkey roast, Dinty Moore beef stew, Quick Meal frozen foods, and Hormel chili.
The company operates processing and packaging facilities in 12 states and sells
its products in more than 40 countries.
TCF FINANCIAL CORP. is a savings bank holding company. The company
offers individuals, businesses, institutions and government agencies a full
range of banking services.
MINNESOTA MINING & MANUFACTURING CO. (3M), is a diversified
manufacturer with 3 main sectors: Industrial and Consumer; Information, Imaging,
and Electronics; and Life Sciences.
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.
MERCANTILE BANCORPORATION
ROOSEVELT FINANCIAL GROUP, INC.
MAY DEPARTMENT STORES COMPANY
KANSAS CITY LIFE INSURANCE COMPANY
KELLWOOD COMPANY
H&R BLOCK, INC.
ANHEUSER-BUSCH COMPANIES, INC.
BROWN GROUP, INC. is a footwear company with worldwide operations. The
Company focuses on the operation of retail shoe stores and the importing,
international sourcing and wholesaling 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 107 banking centers in the St. Louis metropolitan
area.
MERCANTILE BANCORPORATION is a bank holding company with banks
throughout Missouri, Kansas, Illinois, Iowa and Arkansas. The Company owns
thirty-nine 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 444 banking offices.
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 81 full service offices.
MAY DEPARTMENT STORES COMPANY, through its various chains of department
stores, retails a variety of goods throughout the United States. The Company
operates approximately 347 department stores in 30 states and the District of
Columbia.
KANSAS CITY LIFE INSURANCE COMPANY offers a variety of individual life
insurance and annuity policies as well as group life insurance. The Company is
licensed and operated in 48 states and Washington, DC.
KELLWOOD COMPANY is an international manufacturer of apparel and
recreational camping merchandise. Kellwood's products are sold in more than
25,000 stores in the US, Mexico, Canada, Japan, China and Europe.
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.
ANHEUSER-BUSCH COMPANIES, INC., the largest beer maker in the US with
almost half the market share, is also the world's largest brewer. The company
makes leading brands Budweiser (over 50% of sales), Michelob, and Busch, as well
as specialty beers including Elk Mountain, Red Wolf and O'Doul's. The company
has joint ventures in Japan, Italy, Mexico, China and several Central American
countries.
PACIFIC TEN
The Pacific Trust consists of the following issues of Securities issued
by California, Oregon or Washington 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 Pacific Trust.
MICROSOFT CORPORATION
INTEL CORPORATION
DISNEY (WALT) COMPANY
HEWLETT-PACKARD COMPANY
CHEVRON CORPORATION
BANKAMERICA CORPORATION
BOEING COMPANY
ORACLE CORPORATION
WELLS FARGO & COMPANY
ATLANTIC RICHFIELD COMPANY
MICROSOFT CORPORATION is the world's #1 software company. Its software
products include operating system Windows 95, networking systems (Windows NT),
database products (Access), spreadsheets (Excel), word processing (Word), and
personal finance (Money), as well as games and reference products.
INTEL CORPORATION is the world's #1 maker of microprocessors. Its x86,
Pentium, and Pentium Pro microprocessors have provided the brains for personal
computers since 1981.
DISNEY (WALT) COMPANY, the world's second largest media conglomerate
(after Time Warner), has interests in movie production (including Buena Vista
Television, The Disney Channel, Miramax Film Corp. and Touchstone Pictures),
theme parks (including Disneyland, Disneyland Paris and Epcot), publication
companies (Disney Hachette Presse, Disney Press, Hyperion Press and Mouse Works)
and professional sports franchises (the Mighty Ducks of Anaheim hockey team).
Disney's ABC, Inc., division includes the ABC TV network, several TV stations,
and shares in three cable channels, including ESPN.
HEWLETT-PACKARD COMPANY is one of the world's most innovative and
consistently successful high-tech companies. Hewlett-Packard products include
servers, computers and workstations for home and business, networking software
and equipment, storage devices, printers, and measurement and testing equipment.
Its products and services are used in industry, business, engineering, science,
medicine and education.
CHEVRON CORPORATION is one of the largest US-based international oil
companies. Chevron has net reserves of 4.2 billion barrels of oil. The largest
oil refiner in the US, Chevron has operations that run the gamut from
exploration to refining to distribution.
BANKAMERIA CORPORATION, the nation's #3 bank (after Citicorp and Chase
Manhattan), provides business, retail, trust/asset management, correspondent,
leasing, insurance, mortgage banking, real estate and investment services to
individual and commercial customers.
BOEING COMPANY makes the Boeing 737, 747, 757, 767, and 777 jets, which
represent a variety of passenger and cargo configurations and range
capabilities. After completion of its purchase of McDonnell Douglas, the world's
#1 military aircraft maker, Boeing will be the #1 aerospace company in the
world. Boeing will also be the only maker of commercial jets in the US and the
country's largest exporter.
ORACLE CORPORATION is the leading developer of database management
systems (DBMS) software, which allows multiple users and applications to use the
same data at the same time.
WELLS FARGO & COMPANY is the #2 bank in California (after BankAmerica),
with combined assets of more than $116 billion. The company's core business is
consumer retail banking, including checking and savings accounts and consumer
loans. It also offers retail and business banking, investment services, real
estate lending, international banking and mortgage banking.
ATLANTIC RICHFIELD COMPANY, is an integrated oil company engaged in the
exploration, production and marketing of crude oil, natural gas and natural gas
liquids, as well as the refining, marketing and transportation of petroleum
products. The company has exploration and production operations worldwide,
including facilities in China, Dubai, Indonesia, the UK and the US.
Investors should note that the previous 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 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 those 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 governmental
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.
Certain of the Trusts may be concentrated in common stocks of
technology companies. Technology companies generally include companies involved
in the development, design, manufacture and sale of computers, computer-related
equipment, computer networks, communications systems, telecommunications
products, electronic products and other related products, systems and services.
The market for these products and services, especially those specifically
related to the Internet, is characterized by rapidly changing technology, rapid
product obsolescence, cyclical market patterns, evolving industry standards and
frequent new product introductions. The success of such companies depends in
substantial part on the timely and successful introduction of new products or
services. An unexpected change in one or more of the technologies affecting an
issuer's products or services or in the market for products or services based on
a particular technology could have a material adverse affect on an issuer's
operating results. Furthermore, there can be no assurance that such issuers will
be able to respond timely to compete in the rapidly developing marketplace.
Based on the trading history of technology companies' common stock,
factors such as announcements of new products or development of new technologies
and general conditions of the industry have caused and are likely to cause the
market price of technology common stocks to fluctuate substantially. In
addition, technology company stocks have experienced extreme price and volume
fluctuations that often have been unrelated to the operating performance of such
companies. In addition, many technology companies rely on a combination of
patents, copyrights, trademarks and trade secret laws to establish and protect
their proprietary rights in their products and technologies. There can be no
assurance that the steps taken by the issuers of such securities to protect
their proprietary rights will be adequate to prevent misappropriation of their
technology or that competitors will not independently develop technologies that
are substantially equivalent or superior to such issuer's technology.
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. For purposes of the following discussion and opinion, it is assumed
that each Security is equity for federal income tax purposes.
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 each 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 considered to be received
by a Trust.
2. 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").
3. Each Unitholder will have a taxable event when their respective
Trust disposes of a Security (whether by sale, taxable exchange, liquidation,
redemption, or otherwise) or upon the sale or redemption of Units by such
Unitholder. The price a Unitholder pays for his Units, generally including sales
charges, is allocated among his pro rata portion of each Security held by a
Trust (in proportion to the fair market values thereof on the valuation date
closest to 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. It
should be noted that certain legislative proposals have been made which could
affect the calculation of basis for Unitholders holding securities that are
substantially identical to the Securities. Unitholders should consult their own
tax advisers with regard to calculation of basis. For federal income tax
purposes, a Unitholder's pro rata portion of dividends as defined by Section 316
of the Code paid by a corporation with respect to a Security 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.
4. 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, in general, 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 "1998 FUNDS") 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 the 1998 Funds 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.
5. Generally, the tax basis of a Unitholder includes sales charges, and
such charges are not deductible. A portion of the sales charge for a Trust 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 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). Final regulations have
been 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.
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. 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 (which is defined as net long-term capital gain
over short-term capital loss for a taxable year) 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 for taxpayers other than corporations. Because some or all capital
gains are taxed at a comparatively lower rate under the Tax Act, the Tax Act
includes a provision that recharacterizes capital gains as ordinary income in
the case of certain financial transactions that are "conversion transactions"
effective for transactions entered into after April 30, 1993. Unitholders and
prospective investors should consult with their tax advisers regarding the
potential effect of this provision on their investment in Units.
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.
Legislative proposals have been made that would treat certain
transactions designated to reduce or eliminate risk of loss and opportunities
for gain as constructive sales for purposes of recognition of gain (but not
loss). Unitholders should consult their own tax advisers with regard to any such
constructive sale rules.
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 1998 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 1998 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 as of the valuation date nearest 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.
Unitholders will be notified annually of the amount of dividends
includible in the Unitholder's gross income and amounts of Trust expenses which
may be claimed as itemized deductions.
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.
In the opinion of Carter, Ledyard & Milburn, Special Counsel to the
Trusts for New York tax matters, under the existing income tax laws of the State
of New York, each Trust is not an association taxable as a corporation and the
income of each Trust will be treated as the income of the Unitholders thereof.
The foregoing discussion relates only to United States Unitholders with
regard to United States federal income taxes; Unitholders may be subject to
foreign, state or local taxation in other jurisdictions. The term U.S.
Unitholder means an owner of a Unit of the Trust that (a) is (i) for United
States federal income tax purposes a citizen or resident of the United States,
(ii) a corporation, partnership or other entity created or organized in or under
the laws of the United States or of any political subdivision thereof, or (iii)
an estate or trust the income of which is subject to United States federal
income taxation regardless of its source or (b) does not qualify as a U.S.
Unitholder in paragraph (a) but whose income from a Unit is effectively
connected with such Unitholder's conduct of a United States trade or business,
the term also includes certain former citizens of the United States whose income
and gain on the Units will be taxable. Unitholders should consult their tax
advisers regarding potential state or local taxation with respect to the Units.
TRUST OPERATING EXPENSES
COMPENSATION OF SPONSOR. With the exception of brokerage fees discussed
above, the Sponsor will not receive any fees in connection with its activities
relating to the Trusts. 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 over the initial offering
period which is currently expected to be approximately two 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 gross 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 $0.0019, payable monthly, over a ten month period
commencing July 1, 1997, and on the 1st day of each month thereafter, through
April 1, 1998. The monthly amount of the deferred sales charge will accrue on a
daily basis from the 1st day of the month preceding a deferred sales charge
payment date. For example, Unitholders of record on the Initial Date of Deposit
will pay an initial sales charge of 1.0% of the Public Offering Price and will
be subject to a deferred sales charge of 1.9% of the Public Offering Price
(payable in ten monthly installments of $0.0019 per Unit during months 3 through
12 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 accrual will be subject 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, 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 (except for sales made pursuant to a "wrap fee account" or similar
arrangements as set forth below):
Aggregate Dollar Value Dollar Amount of Sales Charge
of Units Purchased Reduction Per Dollar Invested *
------------------ -------------------------------
$100,000 - $249,999 ................... $.0065
$250,000 or More....................... $.0100
* The reduction will be the lesser of the amount shown or the initial
sales charge.
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, related companies to the
Sponsor, 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.
Investors who purchase Units through registered broker/dealers who
charge periodic fees for financial planning, investment advisory or asset
management services, or provide such services in connection with the
establishment of an investment account for which a comprehensive "wrap fee"
charge is imposed may purchase Units in the initial offering period at the
Public Offering Price less the concession the Sponsor typically would allow such
broker/dealer. See "Public Offering--Unit Distribution."
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 or Sponsor for purchases, sales or
redemptions after that time, or on a day which is not a business day for the
Trusts, will be held until the next determination of price. Unitholders will
also be assessed a deferred sales charge of $0.0019 per Unit on each of the
remaining deferred sales charge payment dates as set forth in "Public
Offering-General."
The value of the Securities during the initial offering period is
determined on each business day by the Evaluator in the following manner: if the
Securities are listed on a national securities exchange or the Nasdaq National
Market System, this evaluation is generally based on the closing sale prices on
that exchange or that system (unless it is determined that these prices are
inappropriate as a basis for valuation) or, if there is no closing sale price on
that exchange or system, at the closing ask prices. If the Securities are not so
listed or, if so listed and the principal market therefore is other than on the
exchange, the evaluation shall generally be based on the current ask price on
the over-the-counter market (unless it is determined that these prices are
inappropriate as a basis for evaluation). If current ask prices are unavailable,
the evaluation is generally determined (a) on the basis of current ask prices
for comparable securities, (b) by appraising the value of the Securities on the
ask side of the market or (c) by any combination of the above.
In offering the Units to the public, neither the Sponsor, nor any
broker-dealers are recommending any of the individual Securities in the Trusts
but rather the entire pool of Securities, taken as a whole, which are
represented by the Units.
UNIT DISTRIBUTION. During the initial offering period, Units will be
distributed to the public by an affiliate of the Sponsor, Voyageur Investments,
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 2 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 Distributor 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
Distributor 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
Distributor prior to the date of settlement for the purchase of Units may be
used in the Distributor's business and may be deemed to be a benefit to the
Distributor, subject to the limitations of the Securities Exchange Act of 1934.
As stated under "Public Market" below, the Distributor currently
intends to maintain a secondary market for Units of each Trust. In so
maintaining a market, the Distributor 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 Distributor 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 Distributor
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 Distributor 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 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 a 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 Trusts
(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 a
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 Accounts 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, The Chase Manhattan Bank, 4 New York Plaza, 6th
floor, New York, New York 10004- 2413, 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 Sponsor 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
adhere to 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.
Pursuant to an exemptive order from the Securities and Exchange
Commission, each terminating Trust (and the Distribution Agent on behalf of
Rollover Unitholders) may sell Securities to the New Trusts if those Securities
continue to meet the individual Trust's strategy as set forth under "Objectives
and Securities Selection." The exemption will enable each Trust to eliminate
commission costs on these transactions. The price for those Securities will be
the closing sale price on the sale date on the exchange where the Securities are
principally traded, as certified by the Sponsor and confirmed by the Trustee of
each Trust.
The Rollover Unitholders' proceeds will be invested in the next
subsequent series of a 1998 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 1998 Fund. The proceeds of
redemption available on each day will be used to buy 1998 Fund units in the
portfolio as the proceeds become available.
The Sponsor intends to create the 1998 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
1998 Fund portfolio, and it is intended that Rollover Unitholders will be given
first priority to purchase the 1998 Fund units. There can be no assurance,
however, as to the exact timing of the creation of the 1998 Fund units or the
aggregate number of 1998 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 1998 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 1998 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 1998 Fund units, the proceeds of the sales (and any other cash
distributed upon redemption) will be invested in the 1998 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 1998 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 1998 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 1998 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 be reduced
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 1998 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 1998 Fund or any subsequent series of the
Fund. The Sponsor may also modify the terms of the Special Redemption and
Rollover in the 1998 Fund upon notice to the Unitholders prior to the Rollover
Notification Date specified in the related "Summary of Essential Financial
Information."
TRUST ADMINISTRATION
DISTRIBUTOR PURCHASES OF UNITS. The Trustee shall notify the
Distributor of any Units tendered for redemption. If the Distributor'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 Distributor may be tendered to
the Trustee for redemption as any other Units.
The offering price of any Units acquired by the Distributor 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 Distributor 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 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 provides that the
Sponsor may (but need not) direct the Trustee to dispose of a Security in
certain events such as the price of a Security having 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. Proceeds from the sale of
Securities (or any securities or other property received by a Trust in exchange
for Securities) are credited to the Capital Account for distribution to
Unitholders, to pay any 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 Sponsor, 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 Sponsor, 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 Sponsor 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
requiring the consent of the Unitholders or of any other amendment if directed
by the Sponsor 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, such
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 a 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 a reasonable period after 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 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 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 Investments, Inc. is the primary Distributor of Fund Units. After the
close of business on April 30, 1997, Voyageur Fund Managers, Inc. and Voyageur
Investments, Inc. became indirect, wholly owned subsidiaries of Lincoln National
Corporation ("LNC") as a result of LNC's acquisition of Dougherty Financial
Group, Inc., the parent company of the Sponsor and the Distributor. LNC,
headquartered in Fort Wayne, Indiana, owns and operates insurance and investment
management businesses, including Delaware Management Holdings, Inc. ("DMH").
Affiliates of DMH serve as adviser, distributor and transfer agent for the
Delaware Group of Mutual Funds, including the Delaware-Voyageur Funds.
As of May 1, 1997, affiliates of DMH, including Voyageur Fund Managers,
Inc., had assets under management of over $34 billion in mutual fund and
institutional accounts, and served as investment adviser to more than 60 mutual
fund portfolios. The principal business address for Voyageur Fund Managers, Inc.
is One Commerce Square, Philadelphia, Pennsylvania 19103; the principal business
address for Voyageur Investments, Inc. is 1818 Market Street, Philadelphia,
Pennsylvania 19103. (This paragraph relates only to the Sponsor and not to the
Fund or to any Series thereof. 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
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 becomes incapable of acting or becomes 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 Trustee serves as Evaluator. The Evaluator may resign or
be removed by the Trustee (or by the Sponsor if the Trustee is the Evaluator) 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 evaluator. If upon
resignation of the Evaluator no successor has accepted appointment within 30
days after notice of resignation, the Evaluator may apply to a court of
competent jurisdiction for the appointment of a successor. Notice of such
resignation or removal and appointment shall be mailed by the Trustee to each
Unitholder.
TRUSTEE. The Trustee is The Chase Manhattan Bank, with its principal
executive office located at 270 Park Avenue, New York, New York 10017 and its
unit investment trust office at 4 New York Plaza, 6th floor, New York, New York
10004-2413. The Trustee is subject to supervision by the Superintendent of Banks
of the State of New York, the Federal Deposit Insurance Corporation and the
Board of Governors of the Federal Reserve System.
The duties of the Trustee are primarily ministerial in nature. The
Trustee 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.
1. 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. 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 the 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. Carter, Ledyard & Milburn, will act as
counsel for the Trustee and as special New York tax counsel for the Trusts.
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 DELAWARE - VOYAGEUR UNIT
INVESTMENT TRUST, SERIES 9:
We have audited the accompanying statements of net assets, including
the schedules of investments, of Delaware - Voyageur Unit Investment Trust,
Series 9 comprised of Illinois Big Ten Equity Trust, Series 5, Minnesota Big Ten
Equity Trust, Series 6, Missouri Big Ten Equity Trust, Series 5 and Pacific Ten
Equity Trust, Series 1 as of May 6, 1997. 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 provide 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 Delaware - Voyageur
Unit Investment Trust, Series 9 comprised of Illinois Big Ten Equity Trust,
Series 5, Minnesota Big Ten Equity Trust, Series 6, Missouri Big Ten Equity
Trust, Series 5 and Pacific Ten Equity Trust, Series 1 as of May 6, 1997, in
conformity with generally accepted accounting principles.
Minneapolis, Minnesota
May 6, 1997
KPMG PEAT MARWICK LLP
DELAWARE - VOYAGEUR UNIT INVESTMENT TRUST, SERIES 9
STATEMENTS OF NET ASSETS
AS OF THE OPENING OF BUSINESS ON THE INITIAL DATE OF DEPOSIT, MAY 6, 1997
<TABLE>
<CAPTION>
Illinois Minnesota Missouri Pacific
Big Ten Big Ten Big Ten Ten
Series 5 Series 6 Series 5 Series 1
-------- -------- -------- --------
<S> <C> <C> <C> <C>
INVESTMENT IN SECURITIES
Contracts to Purchase Securities(1)...................................... $151,466 $152,257 $150,645 $152,320
Organizational and Offering Costs(2)..................................... 11,006 13,812 10,356 11,376
-------- -------- -------- --------
Total....................................................... $162,472 $166,069 $161,001 $163,696
======== ======== ======== ========
LIABILITY AND INTEREST OF UNITHOLDERS
Liabilities --
Accrued Organizational and Offering Costs(2)............................. $ 11,006 $ 13,812 $ 10,356 $ 11,376
Payment of Deferred Portion of Sales Charge(3)........................... 2,906 2,922 2,891 2,923
-------- -------- -------- --------
Total Liabilities........................................................ $ 13,912 $ 16,734 $ 13,247 $ 14,299
======== ======== ======== ========
Interest of Unitholders -- 152,996, 153,795 152,167 and 153,859 Units,
respectively, of fractional undivided interest outstanding:
Cost to Investors(4)..................................................... $152,996 $153,795 $152,167 $153,859
Gross Underwriting Commission(4,5)....................................... (4,436) (4,460) (4,413) (4,462)
-------- -------- -------- --------
Net Amount Applicable to Unitholders..................................... $148,560 $149,335 $147,754 $149,397
-------- -------- -------- --------
Total .................................................................. $162,472 $166,069 $161,001 $163,696
======== ======== ======== ========
</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 as set forth under "Public Offering--Offering Price." The
contracts to purchase Securities are collateralized by an irrevocable
letter of credit of $6,000,000 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 over the initial offering period. Organizational and
offering costs have been estimated based on a projected Trust size of
$2,000,000, $4,000000, $2,000,000 and $2,000,000 for the Illinois Big
Ten Series 5, Minnesota Big Ten Series 6, Missouri Big Ten Series 5 and
Pacific Ten Series 1, respectively. 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 payable in monthly installments on the 1st day of each
month from July 1, 1997 through April 1, 1998. 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 April 1, 1998, 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 5
SCHEDULE OF INVESTMENTS (DELAWARE - VOYAGEUR UNIT INVESTMENT TRUST, SERIES 9)
AS OF THE OPENING OF BUSINESS ON THE INITIAL DATE OF DEPOSIT: MAY 6, 1997
<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>
UNR Industries, Inc. 2,308 9.90% $0.60 $ 6.500 $15,002 9.23%
People's Energy Corporation 433 10.18 1.88 35.625 15,426 5.28
Unitrin, Inc. 281 9.93 2.40 53.500 15,033 4.49
Nicor, Inc. 435 10.02 1.40 34.875 15,171 4.01
Arthur J. Gallagher & Company 482 9.94 1.24 31.250 15,062 3.97
Hollinger International, Inc. 1,429 9.79 0.40 10.375 14,826 3.86
Washington National Corporation 522 9.95 1.08 28.875 15,073 3.74
Ameritech Corporation 245 10.11 2.26 62.500 15,312 3.62
Lawter International, Inc. 1,304 9.90 0.40 11.500 14,996 3.48
Woodward Governor Co. 566 10.28 0.93 27.500 15,565 3.38
------ --------
Total 100.00% $151,466
====== ========
</TABLE>
For an explanation of the footnotes used on this page, see "Notes to Schedule of
Investments" on page 54.
MINNESOTA BIG TEN EQUITY TRUST, SERIES 6
SCHEDULE OF INVESTMENTS (DELAWARE - VOYAGEUR UNIT INVESTMENT TRUST, SERIES 9)
AS OF THE OPENING OF BUSINESS ON THE INITIAL DATE OF DEPOSIT: MAY 6, 1997
<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 480 10.20% $1.48 $32.375 $ 15,540 4.57%
Jostens, Inc. 628 9.90 0.88 24.000 15,072 3.67
General Mills, Inc. 240 10.07 2.12 63.875 15,330 3.32
Supervalu, Inc. 484 9.89 1.00 31.125 15,065 3.21
International Multifoods
Corporation 591 9.89 0.80 25.500 15,070 3.14
St. Paul Companies, Inc. 217 9.98 1.88 70.000 15,190 2.69
Tennant Company 536 9.74 0.72 27.656 14,824 2.60
Hormel Foods Corp. 619 10.27 0.62 25.250 15,630 2.46
TCF Financial Corp. 357 9.97 1.00 42.500 15,172 2.35
Minnesota Mining &
Manufacturing Co. 170 10.09 2.12 90.375 15,364 2.35
------ --------
Total 100.00% $152,257
====== ========
</TABLE>
For an explanation of the footnotes used on this page, see "Notes to Schedule of
Investments" on page 54.
MISSOURI BIG TEN EQUITY TRUST, SERIES 5
SCHEDULE OF INVESTMENTS (DELAWARE - VOYAGEUR UNIT INVESTMENT TRUST, SERIES 9)
AS OF THE OPENING OF BUSINESS ON THE INITIAL DATE OF DEPOSIT: MAY 6, 1997
<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. 902 10.03% $1.00 $16.750 $ 15,109 5.97%
Laclede Gas Company 667 10.07 1.30 22.750 15,174 5.71
Roosevelt Financial Group, Inc. 642 10.07 0.90 23.625 15,167 3.81
Magna Group, Inc. 472 9.87 1.00 31.500 14,868 3.17
Mercantile Bancorporation 255 9.90 1.72 58.500 14,918 2.94
May Department Stores
Company 320 10.25 1.20 48.250 15,440 2.49
Kansas City Life Insurance
Company 211 9.94 1.76 71.000 14,981 2.48
Kellwood Company 600 9.71 0.60 24.375 14,625 2.46
H&R Block, Inc. 460 9.96 0.80 32.625 15,007 2.45
Anheuser-Busch Companies, Inc. 351 10.19 0.96 43.750 15,356 2.19
------ --------
Total 100.00% $150,645
====== ========
</TABLE>
For an explanation of the footnotes used on this page, see "Notes to Schedule of
Investments" on page 54.
PACIFIC TEN EQUITY TRUST, SERIES 1
SCHEDULE OF INVESTMENTS (DELAWARE - VOYAGEUR UNIT INVESTMENT TRUST, SERIES 9)
AS OF THE OPENING OF BUSINESS ON THE INITIAL DATE OF DEPOSIT: MAY 6, 1997
<TABLE>
<CAPTION>
Number Price Per Cost of
of % of Annual Share to Securities Market
Issuer(1) Shares Trust(5) Dividend(4) Trust(2) to Trust(2) Capitalization(3)
- -------- ------ ------- ---------- ------- ---------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Microsoft Corp. 127 10.02% $0.00 $120.125 $ 15,256 $144,529
Intel Corp. 94 10.03 0.20 162.500 15,275 132,844
Disney (Walt) Company 186 10.04 0.53 82.250 15,298 55,530
Hewlett-Packard Co. 275 10.00 0.48 55.375 15,228 56,271
Chevron Corp. 219 10.10 2.32 70.250 15,385 45,898
BankAmerica Corp. 127 9.94 2.44 119.250 15,145 42,285
Boeing Co. 151 9.91 1.12 100.000 15,100 36,054
Oracle Corp. 340 9.99 0.00 44.750 15,215 29,240
Wells Fargo & Co. 56 9.94 5.20 270.375 15,141 24,569
Atlantic Richfield Co. 106 10.03 5.70 144.125 15,277 23,216
------ --------
Total 100.00% $152,320
====== ========
</TABLE>
For an explanation of the footnotes used on this page, see "Notes to Schedule of
Investments" on page 54.
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 May 5, 1997 and are expected to settle on May 8, 1997. The aggregate
purchase price (excluding commissions) for the securities deposited in
each Trust is $151,466, $152,441, $150,725 and $152,385 respectively.
The gain/ (loss) to the Sponsor for each deposit in the Trusts is $0,
($184), ($80) and ($65), 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).
3 Market Capitalization is in millions of dollars and is based on the
market value as of the closing of trading on May 5, 1997.
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....................................................11
Objectives and Securities Selection..........................14
Trust Portfolio..............................................19
Risk Factors.................................................25
Taxation.....................................................27
Trust Operating Expenses.....................................32
Public Offering..............................................33
Rights of Unitholders........................................37
Trust Administration.........................................43
Other Matters................................................48
Independent Auditors' Report.................................49
Statements of Net Assets.....................................50
Schedule of Investments......................................51
Notes to Schedule of Investments.............................54
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.
WHEN UNITS OF THE TRUSTS ARE NO LONGER AVAILABLE, OR FOR INVESTORS WHO WILL
REINVEST INTO SUBSEQUENT SERIES OF THE TRUSTS, THIS PROSPECTUS MAY BE USED AS A
PRELIMINARY PROSPECTUS FOR A FUTURE SERIES; IN WHICH CASE INVESTORS SHOULD NOTE
THE FOLLOWING: INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO SECURITIES OF A FUTURE SERIES
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY
NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THE PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO
SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY
SUCH STATE.
UIT - EQPR9
PROSPECTUS
- -------------------------------------------------------------------------------
May 6, 1997
DELAWARE - VOYAGEUR UNIT INVESTMENT TRUST,
SERIES 9
ILLINOIS BIG TEN EQUITY TRUST,
SERIES 5
MINNESOTA BIG TEN EQUITY TRUST,
SERIES 6
MISSOURI BIG TEN EQUITY TRUST,
SERIES 5
PACIFIC TEN EQUITY TRUST,
SERIES 1
- -------------------------------------------------------------------------------
VOYAGEUR FUND MANAGERS, INC.
ONE COMMERCE SQUARE
PHILADELPHIA, PENNSYLVANIA 19103
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:
1.1 Standard Terms and Conditions of Trust - Delaware-Voyageur Unit
Investment Trust Series 9 and Certain Subsequent Series.
1.2 Form of Trust Agreement for Delaware-Voyageur Unit Investment Trust,
Series 9.
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.
3.1 Opinion of counsel as to New York income tax status of securities being
registered.
3.2 Opinion of counsel as to advancement of funds by Trustee.
4. Consent of The Chase Manhattan Bank.
5. Financial Data Schedules filed hereto electronically as Exhibit(s) 27
pursuant to Rule 401 of Regulation S-T.
6. Consent of KPMG Peat Marwick LLP.
7. Powers of Attorney executed by the Directors listed on pages S-2 and
S-3 of this Registration Statement.
SIGNATURES
The Registrant, Delaware-Voyageur Unit Investment Trust, Series 9,
hereby identifies Delaware-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, Delaware-Voyageur Unit Investment Trust, Series 9, 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 Philadelphia and
State of Pennsylvania on the 6th day of May, 1997.
Delaware-Voyageur Unit Investment Trust, Series 9
(Registrant)
By: Voyageur Fund Managers, Inc.
(Depositor)
By: George M. Chamberlain, Jr.*
Senior Vice President and Secretary
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 6, 1997.
SIGNATURE TITLE
- ----------------------------- President, Chief Executive Officer and Chief
Wayne A. Stork Investment Officer
- ----------------------------- Executive Vice President, Chief Operating
David K. Downes Officer, Chief Financial Officer and
Treasurer
- -----------------------------
George M. Chamberlain, Jr. Senior Vice President, Secretary and Director
- -----------------------------
Richard J. Flanery Director/Corporate & Tax Affairs
George M. Chamberlain, Jr.
----------------------------
George M. Chamberlain, Jr.*
- ---------------------------
* George M. Chamberlain, Jr. signs this document pursuant to a Power of Attorney
filed herein as Exhibit 7.
DELAWARE-VOYAGEUR UNIT INVESTMENT TRUST, SERIES 9
and certain subsequent Series
STANDARD TERMS AND CONDITIONS OF TRUST
DATED: May 6, 1997
BETWEEN
VOYAGEUR FUND MANAGERS, INC.
Depositor,
AND
THE CHASE MANHATTAN BANK,
Evaluator and Trustee
INDEX
ARTICLE I DEFINITIONS ..................................... 1
Agreement .................................................... 1
Business Day ................................................. 2
Capital Account .............................................. 2
Capital Distribution Date .................................... 2
Certificate .................................................. 2
Contract Securities .......................................... 5
Deferred Sales Charge ........................................ 5
Depositor .................................................... 5
Distribution Agent ........................................... 5
Evaluation Time .............................................. 5
Evaluator .................................................... 5
Fund ......................................................... 5
In Kind Distribution ......................................... 5
Income Account ............................................... 5
Income Distribution .......................................... 6
Income Distribution Date ..................................... 6
Initial Date of Deposit ...................................... 6
Mandatory Termination Date ................................... 6
Program Agent ................................................ 6
Record Date .................................................. 6
Redemption Date .............................................. 6
Redemption Price ............................................. 6
Reserve Account .............................................. 6
Rollover Distribution ........................................ 7
Rollover Notification Date ................................... 7
Rollover Unitholder .......................................... 7
Securities ................................................... 7
Special Redemption Period .................................... 7
Supplement Trust Agreement ................................... 7
Trust Agreement .............................................. 7
Trust Fund or Trust .......................................... 7
Trust Fund Evaluation ........................................ 8
Trustee ...................................................... 8
Unit ......................................................... 8
Unitholder ................................................... 8
Unit Value ................................................... 8
ARTICLE II DEPOSIT OF SECURITIES, ACCEPTANCE OF TRUST,
ISSUANCE OF UNITS; FORM OF CERTIFICATES ......... 8
Section 2.01. Deposit of Securities .............................. 8
Section 2.02. Acceptance of Trust ................................ 11
Section 2.03. Issuance of Units .................................. 11
Section 2.04. Form of Certificates ............................... 12
ARTICLE III ADMINISTRATION OF FUND .......................... 12
Section 3.01. Certain Moneys to be Credited to Income Account .... 12
Section 3.02. Certain Moneys to be Credited to Capital Account ... 13
Section 3.03. Establishment of Reserve Account ................... 13
Section 3.04. Certain Deductions and Distributions ............... 14
Section 3.05. Statements and Reports ............................. 16
Section 3.06. Extraordinary Sale of Securities ................... 18
Section 3.07. Counsel ............................................ 18
Section 3.08. Action by Trustee Regarding Securities ............. 19
Section 3.09. Notice of Change in Capital Account ................ 19
Section 3.10. Limited Replacement of Special Securities .......... 19
Section 3.11. Compensation of Depositor for Supervisory Services . 21
Section 3.12. Deferred Sales Charge .............................. 21
Section 3.13. Bookkeeping and Administrative Expenses ............ 22
ARTICLE IV EVALUATION OF SECURITIES; THE EVALUATOR ......... 23
Section 4.01. Evaluation of Securities ........................... 23
Section 4.02. Certain Information to Be Made Available ........... 24
Section 4.03. Compensation of the Evaluator ...................... 24
Section 4.04. Liability of the Evaluator ......................... 24
Section 4.05. Resignation, Removal and Other Matters Relating to
the Evaluator ..................................... 25
ARTICLE V TRUST FUND EVALUATION; REDEMPTION OF UNITS ...... 26
Section 5.01. Trust Fund Evaluation .............................. 26
Section 5.02. Redemption of Units; Sale of Securities ............ 27
Section 5.03. Rollover of Units .................................. 29
ARTICLE VI ISSUANCE, TRANSFER, INTERCHANGE AND REPLACEMENT
OF CERTIFICATES ................................. 30
Section 6.01. Issuance of Certificates ........................... 30
Section 6.02. Transfer of Units; Interchange of Certificates ..... 30
Section 6.03. Replacement of Certificates ........................ 31
Section 6.04. Form of Certificate ................................ 32
ARTICLE VII DEPOSITOR ....................................... 32
Section 7.01. Certain Matters Regarding Succession ............... 32
Section 7.02. Liability of Depositor and Indemnification ......... 32
ARTICLE VIII TRUSTEE ......................................... 33
Section 8.01. General Matters Relating to the Trustee ............ 33
Section 8.02. Books, Records and Reports ......................... 35
Section 8.03. Reports to Securities and Exchange Commission and
Others ............................................ 36
Section 8.04. Agreement and List of Securities on File ........... 36
Section 8.05. Compensation of Trustee ............................ 36
Section 8.06. Resignation, Discharge or Removal of the Trustee;
Successors ........................................ 37
Section 8.07. Qualification of Trustee ........................... 38
Section 8.08. Collateral ......................................... 38
ARTICLE IX TERMINATION ..................................... 39
Section 9.01. Procedure Upon Termination ......................... 39
Section 9.02. Notice to Unitholders .............................. 40
Section 9.03. Moneys to be Held in Trust Without Interest ........ 40
Section 9.04. Dissolution of Depositor Not to Terminate .......... 40
ARTICLE X MISCELLANEOUS PROVISIONS ........................ 40
Section 10.01. Amendment and Waiver ............................... 40
Section 10.02. Initial Costs ...................................... 41
Section 10.03. Registration (Initial and Current) of Units and Fund 42
Section 10.04. Certain Matters Relating to Unitholders ............ 42
Section 10.05. New York Law to Govern ............................. 43
Section 10.06. Notices ............................................ 43
Section 10.07. Severability ....................................... 43
Section 10.08. Separate and Distinct Series ....................... 43
Execution ......................................................... 44
DELAWARE-VOYAGEUR UNIT INVESTMENT TRUST, SERIES 9
AND CERTAIN SUBSEQUENT SERIES
STANDARD TERMS AND CONDITIONS OF TRUST
EFFECTIVE MAY 6, 1997
These Standard Terms and Conditions of Trust, Effective May 6, 1997,
are executed between Voyageur Fund Managers, Inc., as Depositor and The Chase
Manhattan Bank, as Evaluator and Trustee.
WITNESSETH THAT:
In consideration of the premises and of the mutual agreements herein
contained, the Depositor, Evaluator and the Trustee agree as follows:
INTRODUCTION
These Standard Terms and Conditions of Trust shall be applicable to
each Series created on or subsequent to the date hereof of Delaware-Voyageur
Unit Investment Trust for which The Chase Manhattan Bank acts as Evaluator and
Trustee as provided in this paragraph. For each such series of Delaware-Voyageur
Unit Investment Trust to which these Standard Terms and Conditions of Trust are
to be applicable, the Depositor, Evaluator and the Trustee shall execute a Trust
Agreement incorporating by reference these Standard Terms and Conditions of
Trust and designating any exclusion from or exception to such incorporation by
reference for the purposes of that series or variation of the terms hereof for
the purposes of that series and specifying for that series (i) the name of each
Trust Fund and (ii) the Securities deposited in trust for each Trust Fund.
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
AGREEMENT
These Standard Terms and Conditions of Trust and all amendments and
supplements hereto and thereto.
BUSINESS DAY
Any day other than a Saturday, Sunday or a day on which the New York
Stock Exchange is closed.
CAPITAL ACCOUNT
The account created pursuant to Section 3.02.
CAPITAL DISTRIBUTION DATE
The meaning assigned to it in the Prospectus for each respective Trust
under the caption "Income and Capital Account Distribution Dates" appearing in
the "Summary of Essential Financial Information."
CERTIFICATE
Any one of the Certificates manually executed by the Trustee in
substantially the following form with the blanks appropriately filled in:
FACE OF CERTIFICATE
NUMBER DELAWARE-VOYAGEUR UNIT INVESTMENT TRUST UNITS
CERTIFICATE OF BENEFICIAL OWNERSHIP
THIS CERTIFIES THAT ____________ is the registered owner of ________
Unit(s) of fractional undivided interest in Delaware-Voyageur Unit Investment
Trust of the above Series (herein referred to as the "TRUST") created under the
laws of the State of New York pursuant to the Agreement and the related Trust
Agreement, a copy of which is available at the office of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the aforesaid Agreement and the related Trust Agreement to which
the holder of this Certificate by virtue of the acceptance hereof assents and is
bound. This Certificate is transferable and interchangeable by the registered
owner in person or by his duly authorized attorney at the office of the Trustee
upon surrender of this Certificate properly endorsed or accompanied by a written
instrument of transfer and any other documents that the Trustee may require for
transfer, in form satisfactory to the Trustee, and payment of the fees and
expenses provided in the Indenture.
WITNESS the facsimile signature of the Depositor and the manual
signature of an authorized signatory of the Trustee.
Dated:
VOYAGEUR FUND MANAGERS, INC. THE CHASE MANHATTAN BANK,
Depositor, Trustee,
One Commerce Square 4 New York Plaza
Philadelphia, Pennsylvania 19103 New York, New York
10004-2413
By By
------------------------------ ------------------------------
Authorized Signature Authorized Signature
REVERSE OF CERTIFICATE
FORM OF ASSIGNMENT
FOR VALUE RECEIVED
hereby sells, assigns and transfers unto
-------------------------
-------------------------
Please Insert Social Security or Other
Identifying Number of Assignee
-------------------------
-------------------------
the within Certificate and does hereby irrevocably constitute and appoint
_______________, attorney, to transfer the within Certificate on the books of
the Trustee, with full power of substitution in the premises.
Dated:
-------------------------
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the Certificate in every particular, without alteration
or enlargement or any change whatever, and must be guaranteed by a participant
in the Securities Transfer Agents Medallion Program ("STAMP") or such other
signature guarantee program in addition to, or in substitution for, STAMP, as
may be accepted by the Trustee.
Signature Guaranteed
By
-------------------------
CONTRACT SECURITIES
The Securities listed in Schedule A of the Trust Agreement which are to
be acquired by any Trust Fund pursuant to a contract or contracts for the
purchase of such securities which have been assigned to the Trustee along with
the amounts required for their purchase which have been delivered to the Trustee
or Securities which the Depositor has contracted to purchase for any Trust Fund
pursuant to Section 3.10 hereof.
DEFERRED SALES CHARGE
The meaning assigned to it in Section 3.12.
DEPOSITOR
Voyageur Fund Managers, Inc. or its successors or any successor
Depositor appointed as herein provided.
DISTRIBUTION AGENT
The Chase Manhattan Bank acting in its capacity as distribution agent
pursuant to Section 5.03.
EVALUATION TIME
That time stated in the Prospectus for each respective Trust Fund under
the caption "Evaluation Time" appearing in the "Summary of Essential Financial
Information."
EVALUATOR
The Chase Manhattan Bank or its successors or any successor Evaluator
appointed as herein provided.
FUND
All Trust Funds outstanding under this Agreement.
IN KIND DISTRIBUTION
The meaning assigned to it in Section 5.02.
INCOME ACCOUNT
The account created pursuant to Section 3.01.
INCOME DISTRIBUTION
The meaning assigned to it in Section 3.04.
INCOME DISTRIBUTION DATE
The meaning assigned to it in the Prospectus for each respective Trust
Fund under the caption "Income and Capital Account Distribution Dates" appearing
in the "Summary of Essential Financial Information."
INITIAL DATE OF DEPOSIT
The meaning assigned to it in the Prospectus for each respective Trust
Fund under the caption "Initial Date of Deposit" appearing in the "Summary of
Essential Financial Information."
MANDATORY TERMINATION DATE
The meaning assigned to it in the Prospectus for each respective Trust
Fund under the caption "Mandatory Termination Date" appearing in the "Summary of
Essential Financial Information."
PROGRAM AGENT
Program Agent shall mean The Chase Manhattan Bank or its successors,
unless a different Program Agent shall be designated by the Trust Agreement for
a particular Trust Fund.
RECORD DATE
The meaning assigned to it in the Prospectus for each respective Trust
Fund under the caption "Income and Capital Account Record Dates" appearing in
the "Summary of Essential Financial Information."
REDEMPTION DATE
The meaning assigned to it in Section 5.02.
REDEMPTION PRICE
The meaning assigned to it in Section 5.02.
RESERVE ACCOUNT
The account created pursuant to Section 3.03.
ROLLOVER DISTRIBUTION
The meaning assigned to it in Section 5.03.
ROLLOVER NOTIFICATION DATE
The meaning assigned to it in the Prospectus for each respective Trust
Fund under the caption "Rollover Notification Date" appearing in the "Summary of
Essential Financial Information."
ROLLOVER UNITHOLDER
The meaning assigned to it in Section 5.03.
SECURITIES
The equity securities, including Contract Securities listed in Schedule
A to the Trust Agreement or other securities deposited in the Trust Fund
pursuant to Section 2.01(b) and any obligations received in exchange or
substitution for such securities pursuant to Sections 3.08 or 3.10 hereof, as
may from time to time continue to be held as a part of any Trust Fund.
SPECIAL REDEMPTION PERIOD
The meaning assigned to it in the Prospectus for each respective Trust
Fund under the caption "Special Redemption Period" appearing in the "Summary of
Essential Financial Information."
SUPPLEMENT TRUST AGREEMENT
Shall mean an amendment or supplement to the Trust Agreement executed
pursuant to Section 2.01(b) for the purpose of depositing additional Securities
in the Trust Fund and issuing additional Units.
TRUST AGREEMENT
The Trust Agreement for the particular series of Delaware-Voyageur Unit
Investment Trust into which these Standard Terms and Conditions of Trust are
incorporated.
TRUST FUND OR TRUST
Any one of the separate trusts created by this Agreement and a Trust
Agreement which shall consist of the Securities and all undistributed dividends
or other amounts received thereon and any undistributed cash held in the Capital
and Income Accounts or otherwise realized from the sale, liquidation or exchange
thereof, exclusive of any amounts which may be on deposit in the Reserve
Account.
TRUST FUND EVALUATION
The meaning assigned to it in Section 5.01.
TRUSTEE
The Chase Manhattan Bank or its successors or any successor Trustee
appointed as herein provided.
UNIT
The fractional undivided interest in and ownership of an individual
Trust Fund equal initially to the fraction specified in the Prospectus for each
respective Trust Fund under the caption "Fractional Undivided Interest in the
Trust per Unit" appearing in the "Summary of Essential Financial Information,"
the denominator of which fraction shall be (1) increased by the number of any
additional Units issued pursuant to Section 2.03 hereof and (2) decreased by the
number of any such Units redeemed as provided in Section 5.02. Whenever
reference is made herein to the "interest" of a Unitholder in the Trust Fund or
in the Income or Capital Accounts, it shall mean such fractional undivided
interest represented by the number of Units, whether or not evidenced by a
Certificate or Certificates, held of record by such Unitholder in such Trust
Fund.
UNITHOLDER
The holder of any Unit as recorded on the books of the Trustee, his
legal representatives and heirs and the successors of any corporation,
partnership or other legal entity which is a holder of any Unit.
UNIT VALUE
The value of the fractional undivided interest in and ownership of any
individual Trust Fund represented by each Unit as determined by a Trust Fund
Evaluation.
Words importing a singular number shall include the plural number in
each case and vice versa, except as the context herein may clearly indicate
otherwise and words importing persons shall include corporations, partnerships
and associations, as well as natural persons. The words "herein", "hereby",
"herewith", "heretofore", and other singular words or phrases or references and
associations shall refer to the Agreement in its entirety.
ARTICLE II
DEPOSIT OF SECURITIES, ACCEPTANCE OF TRUST, ISSUANCE OF
UNITS; FORM OF CERTIFICATES
SECTION 2.01. DEPOSIT OF SECURITIES. (a) The Depositor, concurrently
with the execution and delivery hereof, hereby grants and conveys all of its
right, title and interest in and to and hereby conveys to and deposits with the
Trustee in an irrevocable Trust the Securities and confirmations of contracts to
purchase Securities, including Contract Securities, listed in Schedule A to the
Trust Agreement duly endorsed in blank or accompanied by all necessary
instruments of assignment and transfer in proper form, to be held, managed and
applied by the Trustee as herein provided for the benefit of each Unitholder to
the extent of such Unitholder's interest in the Trust Fund. The Depositor hereby
also delivers to the Trustee a certified check or checks, cash or cash
equivalents or an irrevocable letter or letters of credit issued by a commercial
bank or banks in an amount necessary to consummate the purchase of any
Securities or Contract Securities. In the event any Securities have not been
delivered to the Trustee on or before the close of business of the Trustee on
the day before the date of expiration of any letter or letters of credit, the
Trustee is hereby directed to draw on such letter or letters of credit unless
the Depositor has either extended or replaced such letter or letters on or
before such close of business.
(b)(1) From time to time following the Initial Date of Deposit for a
Trust, the Depositor is hereby authorized, in its discretion, to assign, convey
to and deposit with the Trustee (i) additional Securities for such Trust, duly
endorsed in blank or accompanied by all necessary instruments of assignment and
transfer in proper form, or (ii) Contract Securities relating to such additional
Securities, accompanied by cash and/or Letter(s) of Credit as specified in
paragraph (c) of this Section 2.01. In lieu of additional Securities or Contract
Securities, the Depositor may deposit with the Trustee cash (or a Letter of
Credit) in an amount equal to the valuation made in accordance with Section 4.01
for the date of such deposit of the additional Securities not delivered or
represented by Contract Securities together with instructions to purchase such
additional Securities containing such information as the Trustee may require to
settle said transactions. Each deposit of additional Securities shall be made
pursuant to an executed Supplemental Trust Agreement. Except as provided in the
following subparagraphs (2), (3) and (4), the Depositor in each case shall
ensure that each deposit of additional Securities pursuant to this Section shall
be, as nearly as is practicable, equal to the original percentage relationship
among the number of shares of each Security as is specified in the Prospectus
for such Trust Fund (the "Percentage Ratio"). The Depositor shall obtain an
opinion of counsel satisfactory to the Depositor as to the validity of each
deposit of additional Securities. Any brokerage fees related to the purchase of
Securities deposited in the Trust Fund after the Initial Date of Deposit shall
be an expense of such Trust Fund. The Depositor shall deliver the additional
Securities which were not delivered concurrently with the deposit of additional
Securities and which were represented by Contract Obligations within 10 calendar
days after such deposit of additional Securities (the "ADDITIONAL SECURITIES
DELIVERY PERIOD"). If a contract to buy such Securities between the Depositor
and seller is terminated by the seller thereof for any reason beyond the control
of the Depositor or if for any other reason such Securities are not delivered to
the Trust by the end of the Additional Securities Delivery Period for such
deposit, the Trustee shall immediately draw on the Letter of Credit, if any, in
amounts sufficient to settle such contract, apply the monies in accordance with
Section 2.01(d), and the Depositor shall forthwith take the remedial action
specified in Section 3.10. If the Depositor does not take the action specified
in Section 3.10 within 10 calendar days of the end of the Additional Securities
Delivery Period, the Trustee shall forthwith take the action specified in
Section 3.10. When requested by the Trustee, the Depositor shall arrange for the
execution of purchases in accordance with such instructions; the Depositor shall
be entitled to compensation therefor in accordance with applicable law and
regulations. The Trustee shall have no liability for any loss or depreciation
resulting from any purchase made pursuant to the Depositor's instructions or
made by the Depositor as broker.
(2) Additional Securities (or Contract Securities therefor) may, at the
Depositor's discretion, be deposited or purchased in round lots. If the amount
of the deposit is insufficient to acquire round lots of each Security to be
acquired, the additional Securities shall be deposited or purchased in the order
of the Security in the Trust most under-represented immediately before the
deposit with respect to the Percentage Ratio.
(3) If at the time of a deposit of additional Securities, Securities of
an issue deposited on the Initial Date of Deposit (or of an issue of Replacement
Securities acquired to replace an issue deposited on the Initial Date of
Deposit) are unavailable, cannot be purchased at reasonable prices or their
purchase is prohibited or restricted by applicable law, regulation or policies,
the Depositor may (i) deposit, or instruct the Trustee to purchase, in lieu
thereof, another issue of Securities or Replacement Securities or (ii) deposit
cash or a letter of credit in an amount equal to the valuation of the issue of
Securities whose acquisition is not feasible with instructions to acquire such
Securities of such issue when they become available.
(4) Any contrary authorization in the preceding subparagraphs (1)
through (3) notwithstanding, deposits of additional Securities made after the
90-day period immediately following the Initial Date of Deposit (except for
deposits made to replace failed Contract Securities ("Special Securities") if
such deposits occur within 20 days from the date of a failure occurring within
such initial 90-day period) shall maintain exactly the Percentage Ratio existing
immediately prior to such deposit.
(5) In connection with and at the time of any deposit of additional
Securities pursuant to this section 2.01(b), the Depositor shall exactly
replicate Cash (as defined below) received or receivable by the Trust as of the
date of such deposit. For purposes of this paragraph, "Cash" means, as to the
Capital Account, cash or other property (other than Securities) on hand in the
Capital Account or receivable and to be credited to the Capital Account as of
the date of the deposit (other than amounts to be distributed solely to persons
other than holders of Units created by the deposit) and, as to the Income
Account, cash or other property (other than Securities) received by the Trust as
of the date of the deposit or receivable by the Trust in respect of a record
date for payment on a Security which has occurred or will occur before the Trust
will be the holder of record of a Security, reduced by the amount of any cash or
other property received or receivable on any Security allocable (in accordance
with the Trustee's calculations of distributions from the Income Account
pursuant to Section 3.05) to a distribution made or to be made in respect of a
Record Date occurring prior to the deposit. Such replication will be made on the
basis of a fraction, the numerator of which is the number of Units created by
the deposit and the denominator of which is the number of Units which are
outstanding immediately prior to the deposit.
(c) In connection with the deposits described in Section 2.01(a) and
(b), the Depositor has, in the case of Section 2.01(a) deposits, and, prior to
the Trustee accepting a Section 2.01(b) deposit, will, deposit cash and/or
Letter(s) of Credit in an amount sufficient to purchase the Contract Obligations
(the "PURCHASE AMOUNT") relating to Securities which are not actually delivered
to the Trustee at the time of such deposit, the terms of which unconditionally
allow the Trustee to draw on the full amount of the available Letter of Credit.
The Trustee may allow the Depositor to substitute any Letter(s) of Credit
deposited with the Trustee in connection with the deposits described in Section
2.01(a) and (b) with cash in an amount sufficient to satisfy the obligations to
which the Letter(s) of Credit relates. Any substituted Letter(s) of Credit shall
be released by the Trustee. The Trustee may deposit such cash or cash drawn on
the Letter of Credit in a non-interest bearing account for the Trust.
(d) In the event that the purchase of Securities or Contract Securities
pursuant to any contract shall not be consummated in accordance with said
contract or if the Securities represented by a Contract Obligation are not
delivered to the Trust in accordance with Section 2.01(a) or 2.01(b) and the
monies, or, if applicable, the monies drawn on the Letter of Credit, deposited
by the Depositor are not utilized, and the Depositor does not, on or before the
third Business Day prior to the next following Distribution Date, direct the
Trustee to utilize monies deposited for the purchase of Replacement Securities
or Replacement Contract Securities, the Trustee shall credit to the Capital
Account referred to in Section 3.02 the monies, or, if applicable, the monies
drawn on an irrevocable letter of credit, deposited by the Depositor for the
purpose of such purchase. Such funds shall be distributed pursuant to Section
3.04 to Unitholders of record as of the Record Date next following the failure
of consummation of such purchase. The Depositor shall cause to be refunded to
each Unitholder his pro rata portion of the sales charge levied on the sale of
Units to such Unitholder attributable to such Security or Contract Security.
(e) The Trustee is hereby irrevocably authorized to effect registration
or transfer of the Securities in fully registered form to the name of the
Trustee or to the name of its nominee.
SECTION 2.02. ACCEPTANCE OF TRUST. The Trustee hereby accepts the
trusts herein created, and the Trustee declares that it holds and will hold the
Trust Fund as Trustee, in trust upon the trusts herein set forth, for the use
and benefit of the present and future Unitholders and subject to the terms and
conditions of the Trust Agreement and this Agreement.
SECTION 2.03. ISSUANCE OF UNITS. (a) The Trustee hereby acknowledges
receipt of the deposit of the Securities listed in Schedule A to the Trust
Agreement and referred to in Section 2.01 hereof and, simultaneously with the
receipt of said deposit, has recorded on its books the ownership, by the
Depositor or such other person or persons as may be indicated by the Depositor,
of the aggregate number of Units specified in the Trust Agreement and has to or
on the order of the Depositor in exchange therefor delivered documentation
evidencing the ownership of the number of Units specified substantially in the
form above recited representing the ownership of those Units. The number of
Units may be increased through a split of the Units or decreased through a
reverse split thereof, as directed in writing by the Depositor, at any time when
the Depositor is the only beneficial holder of Units, which revised number of
Units shall be recorded by the Trustee on its books. The Trustee shall be
entitled to rely on the Depositor's direction as certification that no person
other than the Depositor has a beneficial interest in the Units and the Trustee
shall have no liability to any person for action taken pursuant to such
direction. The Trustee hereby agrees that on the date of any Supplemental Trust
Agreement, it shall acknowledge that the additional Securities identified
therein have been deposited with it by recording on its books the ownership, by
the Depositor or such other person or persons as may be indicated by the
Depositor, of the aggregate number of Units to be issued in respect of such
additional Securities so deposited, and shall, if so requested, execute
documentation substantially in the form above recited representing the ownership
of an aggregate number of those Units.
(b) Units will be held in uncertificated form unless the Trust Fund
Prospectus provides otherwise. Under the terms and conditions of the Trust
Agreement and this Agreement and at such times as are permitted by the Trustee,
Units may also be held in certificated form. Unitholders may elect to have their
Units held in certificated form by making a written request to the Trustee
requesting Units be held in certificated form. The Trustee is entitled to
specify the minimum denomination of any Certificate issued. The Trustee shall,
at the request of the holder of any Units held in uncertificated form, issue a
new Certificate to evidence such Units and at such time make an appropriate
notation in the registration books of the Trustee. The rights set forth in this
Agreement of any holder of Units held in certificated form shall be the same as
those of any other Unitholder. Certificates may be transferred as provided in
Article VI.
SECTION 2.04. FORM OF CERTIFICATES. Each Certificate referred to in
Section 2.03 is, and each Certificate hereafter issued shall be, in
substantially the form hereinabove recited, numbered serially for
identification, in fully registered form, transferable on the books of the
Trustee as herein provided, executed manually by an authorized signature of the
Trustee and by a facsimile signature of an Authorized Officer of the Depositor
and dated the date of execution and delivery by the Trustee.
ARTICLE III
ADMINISTRATION OF FUND
SECTION 3.01. CERTAIN MONEYS TO BE CREDITED TO INCOME ACCOUNT. The
Trustee shall collect any dividends or other like cash distributions on the
Securities in each Trust as such becomes payable (including all monies
representing penalties for the failure to make timely payments on the
Securities, or as liquidated damages for default or breach of any condition or
term of the Securities or of the underlying instrument relating to any
Securities and other income attributable to a Special Security for which no New
Security has been obtained pursuant to Section 3.10 hereof) and credit such
income to a separate account for each Trust to be known as the "Income Account."
Any non-cash distributions (other than a non-taxable distribution of
the shares of the distributing corporations which shall be retained by a Trust)
received by a Trust shall be dealt with in the manner described at Section 3.08,
herein, and shall be retained or disposed of by such Trust according to those
provisions. The proceeds of any disposition shall be credited to the Income
Account of a Trust. Neither the Trustee nor the Depositor shall be liable or
responsible in any way for depreciation or loss incurred by reason of any such
sale.
SECTION 3.02. CERTAIN MONEYS TO BE CREDITED TO CAPITAL ACCOUNT. (a)
With respect to each Trust Fund all moneys (except moneys held by the Trustee
pursuant to subsection (b) hereof) other than amounts credited to the Income
Account received by the Trustee in respect of the Securities under this
Agreement shall be credited to a separate account for each Trust Fund to be
known as the "CAPITAL ACCOUNT."
(b) Moneys and/or irrevocable letters of credit required to purchase
Contract Securities or to purchase Securities pursuant to the Depositor's
written instructions, or deposited to secure such purchases, are hereby declared
to be held specially by the Trustee for such purchases and shall not be deemed
to be part of the Capital Account until (i) the Depositor fails to timely
purchase a Contract Security and has not given the Failed Contract Notice (as
defined in Section 3.10) at which time the moneys and/or letters of credit
attributable to the Contract Security not purchased by the Depositor shall be
credited to the Capital Account; or (ii) the Depositor has given the Trustee the
Failed Contract Notice at which time the moneys and/or letters of credit
attributable to failed contracts referred to in such Notice shall be credited to
the Capital Account; PROVIDED, HOWEVER, that if the Depositor also notifies the
Trustee in the Failed Contract Notice (or by separate notice delivered
concurrently with or prior to the Failed Contract Notice) that it has purchased
or entered into a contract to purchase a New Security (as defined in Section
3.10), the Trustee shall not credit such moneys and/or letters of credit to the
Capital Account unless the New Security shall also have failed or is not
delivered by the Depositor within two business days after the settlement date of
such New Security, in which event the Trustee shall forthwith credit such moneys
and/or letters of credit to the Capital Account. The Depositor shall in any case
forthwith pay to the Trustee and the Trustee shall credit to the Capital Account
the difference, if any, between the purchase price of the failed Contract
Security and the purchase price of the New Security, together with any sales
charge and distribute such moneys to Unitholders pursuant to Section 3.04.
SECTION 3.03. ESTABLISHMENT OF RESERVE ACCOUNT. From time to time the
Trustee may withdraw from the Income or Capital Accounts of each Trust Fund such
amounts as it, in its sole discretion, shall deem requisite to establish a
reserve for any applicable taxes or other governmental charges that may be
payable out of such Trust Fund or for indemnification or extraordinary expenses
of the Depositor or Trustee pursuant to Section 7.02, 8.01 or 8.05. Such amounts
so withdrawn shall be credited to a separate account for such Trust Fund which
shall be known as the "RESERVE ACCOUNT." The Trustee shall not be required to
distribute to the Unitholders any of the amounts in the Reserve Account;
PROVIDED, HOWEVER, that if it, in its sole discretion, determines that such
amounts are no longer necessary, then it shall promptly deposit such amounts in
the account from which withdrawn, or if such Trust Fund has been terminated or
shall be in the process of termination, the Trustee, upon such determination,
shall distribute to each Unitholder of such Trust Fund such holder's interest in
the Reserve Account in accordance with Section 9.01.
SECTION 3.04. CERTAIN DEDUCTIONS AND DISTRIBUTIONS. (a) On each Record
Date, or at such earlier time as may be specified in the Prospectus, the Trustee
shall separately with respect to each Trust Fund:
(1) deduct from the Income Account or, to the extent funds are
not available in such Account, from the Capital Account and pay to
itself individually the amounts that it is at the time entitled to
receive pursuant to Section 8.05 on account of its services theretofore
performed and expenses theretofore incurred;
(2) deduct from the Income Account or, to the extent funds are
not available in such Account, from the Capital Account and pay to the
Evaluator the amounts that the Evaluator is at the time entitled to
receive pursuant to Section 4.03 on account of its services theretofore
performed and expenses theretofore incurred;
(3) deduct from the Income Account or, to the extent funds are
not available in such Account, from the Capital Account and pay to
counsel an amount equal to unpaid fees and expenses, if any, of counsel
pursuant to Section 3.07 as certified by the Depositor;
(4) deduct from the Income Account, or, to the extent funds
are not available in such Account, from the Capital Account and pay to
the Depositor the amounts that the Depositor is at the time entitled to
receive pursuant to Section 3.11 on account of its services theretofore
performed and expenses theretofore incurred;
(5) deduct from the Income Account, or, to the extent funds
are not available in such Account, from the Capital Account, and
reimburse itself for any other fees, advances and expenses arising from
time to time out of the Trust operations that the Trustee has paid; and
(6) deduct from the Income Account or, to the extent funds are
not available in such Account, from the Capital Account and pay to the
Depositor the amount that it is entitled to receive pursuant to Section
3.13.
(b) The Trustee shall for each Trust Fund as of the close of business
on the applicable Record Date compute the amount of the income distribution per
Unit for the next Income Distribution Date (each such amount being herein called
the "INCOME DISTRIBUTION") (i) by deducting from the amount actually received
with respect to dividends on the Securities in the Trust Fund during the period
from the Record Date preceding such Record Date (or the Initial Date of Deposit
if such Record Date is the first Record Date) to and including such Record Date
the total of (x) the amounts to be deducted from the Income Account of such
Trust Fund as of such Record Date pursuant to the foregoing provisions of
Section 3.04(a) and (y) the Trustee's estimate of other expenses properly
chargeable to the Income Account pursuant to the Indenture which have accrued,
as of such Record Date, or are otherwise properly attributable to the period to
which such Income Distribution relates and (ii) by dividing the result of the
calculation performed pursuant to the immediately preceding clause by the number
of Units outstanding on the applicable Record Date. On or shortly after each
Income Distribution Date, the Trustee shall distribute with respect to each
Unitholder of the Trust Fund of record at the close of business on the preceding
Record Date an amount substantially equal to the Income Distribution computed as
of such Record Date.
To the extent that moneys in the Capital Account have not been
previously used to pay for the redemption of Units tendered to a Trust Fund, on
the Capital Distribution Dates each Unitholder shall receive such holder's pro
rata share of the cash balance of the Capital Account of the Trust Fund computed
as of the close of business on the preceding Record Date for such Capital
Distribution Date by (i) deducting from such cash balance the total of (X) cash
required to cover contracts to purchase Securities, (Y) cash required for the
redemption of unredeemed tendered Units and (Z) the sum of the amounts to be
deducted from the Capital Account as of each such Record Date pursuant to the
foregoing provisions of Section 3.04(a) and (ii) dividing the amount so obtained
by the number of Units outstanding on the Record Date immediately preceding such
Capital Distribution Date.
In making the computation of any Unitholder's interest in the balance
of the Income and Capital Accounts, fractions of less than one cent per Unit
shall be omitted. In addition, the Trustee in its discretion may on any
Distribution Date determine that the amount to be distributed to Unitholders
should be more or less than the amount of the applicable Income or Capital
Distribution per Unit because of any unusual or extraordinary increase or
decrease in the expenses incurred or expected to be incurred by such Trust Fund.
The Trustee shall not be obligated to make a distribution from the Capital
Account if the amount available for such distribution is less than $1.00 per 100
Units. When directed by the Depositor, the Trustee shall invest funds held in
the Capital or Income Accounts, pending distribution, in money market mutual
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.
(c) If the Depositor fails to replace any failed Special Security (as
defined in Section 3.10), the Trustee shall distribute to all Unitholders the
moneys originally deposited with respect to such Special Security and, to the
extent supplied by the Depositor, the sales charge attributable to such Special
Security not more than 30 days after the expiration of the Purchase Period (as
defined in Section 3.10). If any contract for a New Security in replacement of a
Special Security shall fail, the Trustee shall distribute the moneys originally
deposited with respect to such Special Security and sales charge attributable to
the Special Security to the Unitholders not more than 30 days after the date on
which the contract in respect of such New Security failed. If at the end of the
Purchase Period less than all moneys attributable to a failed Special Security
have been applied or allocated by the Trustee pursuant to a contract to purchase
New Securities, the Trustee shall distribute the remaining moneys (i) to
Unitholders not more than 30 days after the end of the Purchase Period to the
extent the failed Special Security has not been fully replaced by New Securities
or (ii) to the Depositor to the extent moneys remain after the purchase of the
New Securities, if any, and the distribution referred to in clause (i).
(d) Except as provided below, all distributions shall be made by first
class mail to each Unitholder of record at the close of business on the
preceding applicable Record Date at the address of such holder appearing on the
registration books of the Trustee PROVIDED, HOWEVER, that the Trustee shall if
so directed with respect to distributions from the Income and/or Capital Account
at the time of purchase of Units or thereafter in writing signed by the
Unitholder and timely received, make such distributions to the Program Agent. A
Unitholder's written notice must be received by the Program Agent at least ten
days prior to the Record Date for the next Income Distribution in order to be in
effect for such Income Distribution and by the last Record Date for distribution
of capital in any year in order to be effective for the following calendar year.
All such notices shall remain in effect until a subsequent notice is received by
the Program Agent. Upon receipt of any such distribution the Program Agent
shall, if the respective Trust Prospectus so provides, either (1) reinvest such
Unitholder's distribution from the Income and/or Capital Accounts in Units of
the Trust, purchased from the Depositor, to the extent the Depositor shall make
Units available for such purchase, at the Depositor's offering price as of the
third business day prior to the following Distribution Date, and at such reduced
sales charge as may be described in the Prospectus for the Trusts or (2)
purchase shares (or fractions thereof) in the applicable reinvestment fund as
directed by the Unitholder. If, for any reason, the Depositor does not have
Units of the Trust available for purchase, the Trustee shall distribute such
Unitholder's distributions from the Income and/or Capital Accounts in the manner
provided in the first sentence of this Section 3.04(d). The Program Agent shall
not be liable to any Unitholder for any action taken with respect to its duties
and responsibilities as Program Agent; or for any failure to make such
reinvestment in the event the Depositor does not make Units available for
purchase PROVIDED, HOWEVER, that this provision shall not protect the Program
Agent against liability to which it would otherwise be subject by reason of
wilful misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and duties
hereunder.
(e) Except as provided by the preceding paragraph, Unitholders of
record on the registration books of the Trustee at the close of business on the
Record Date prior to each Distribution Date, shall be entitled to the
distribution in respect of such Distribution Date, and, except as provided in
Article VIII, no liability shall attach to the Trustee by reason of payment to
or on the order of any such Unitholder of record. Nothing herein shall be
construed to prevent the payment of distributions from the Income and Capital
Accounts to any such Unitholder by means of one check, draft or other proper
instrument.
SECTION 3.05. STATEMENTS AND REPORTS. With each distribution from the
Income or Capital Accounts of each Trust Fund the Trustee shall set forth,
either in the instrument by means of which payment of such distribution is made
or in an accompanying statement, the amount being distributed from each such
account expressed as a dollar amount per Unit of such Trust Fund. If the
distribution is an In Kind Distribution, the Trustee shall provide a list of the
Securities being distributed, the aggregate number of shares of each Security
being distributed and any cash representing fractional shares being
distributed.; Within a reasonable period of time after the last business day of
each calendar year, the Trustee shall furnish to each person who at any time
during such calendar year was a Unitholder of any individual Trust Fund a
statement for such Trust Fund setting forth with respect to such calendar year:
(A) as to the Income Account:
(1) the amount of dividends received on the Securities;
(2) the amounts paid for purchases of New Securities pursuant
to Section 3.10 and for redemptions pursuant to Section 5.02;
(3) the deductions for applicable taxes and fees and expenses
of the Trust;
(4) the reservations made by the Trustee pursuant to Section
3.03, if any; and
(5) the balance remaining after such distributions, deductions
and reservations expressed both as a total dollar amount and as a
dollar amount per Unit outstanding on the last business day of such
calendar year;
(B) as to the Capital Account:
(1) the dates of sale or liquidation of any of the Securities
and the net proceeds received therefrom (excluding any portion thereof
credited to the Income Account);
(2) the results of In Kind Distributions in connection with
redemptions of Units, if any;
(3) the amounts paid for purchases of New Securities pursuant
to Section 3.10 and for redemptions pursuant to Section 5.02;
(4) the deductions for payment of applicable taxes and fees
and expenses of the Trust;
(5) the reservations made by the Trustee pursuant to Section
3.03, if any; and
(6) the balance remaining after such distributions, deductions
and reservations, expressed both as a total dollar amount and as a
dollar amount per Unit outstanding on the last business day of such
calendar year; and
(C) the following information:
(1) a list of the Securities as of the last business day of
such calendar year;
(2) the number of Units outstanding on the last business day
of such calendar year;
(3) the Unit Value based on the Trust Fund Evaluations made on
the last day of December (or the last business day prior thereto) of
such calendar year; and
(4) the amounts actually distributed to Unitholders during
such calendar year from the Income and Capital Accounts, separately
stated, expressed both as total dollar amounts and as dollar amounts
per Unit outstanding on the Record Dates for such distributions.
SECTION 3.06. EXTRAORDINARY SALE OF SECURITIES. The Depositor by
written notice may direct the Trustee to sell Securities at such price and time
and in such manner as shall be deemed appropriate by the Depositor if the
Depositor shall have determined that any one or more of the following conditions
exist:
(a) that there has been a default in the payment of principal of or
interest on any outstanding debt obligations of the issuer of such Securities;
or
(b) that the price of any such Security has declined to such an extent,
as a result of adverse issuer credit factors, so that in the opinion of the
Depositor the retention of such Securities would be detrimental to the interest
of the Unitholders.
Upon receipt of such direction from the Depositor, the Trustee shall
proceed to sell the specified Securities. The Trustee shall not be liable or
responsible in any way for depreciation or loss incurred by reason of any sale
made pursuant to any such direction or by reason of the failure of the Depositor
to give any such direction, and in the absence of such direction the Trustee
shall have no duty to sell any Securities under this Section 3.06. The Depositor
shall not be liable for errors of judgment in directing or failing to direct the
Trustee pursuant to this Section 3.06. This provision, however, shall not
protect the Trustee or Depositor against any liability for which they would
otherwise be subject, respectively, by reason of wilful 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.
SECTION 3.07. COUNSEL. The Depositor may employ from time to time
counsel to act on behalf of any Trust Fund for any legal services in connection
with the Securities, and any legal matters relating to the possible disposition
of any Securities pursuant to any provisions hereof. The fees and expenses of
such counsel shall be paid by the Trustee as provided in Section 3.04(a)(3)
hereof.
SECTION 3.08. ACTION BY TRUSTEE REGARDING SECURITIES. In the event
that the Trustee shall have been notified at any time of any action to be taken
or proposed to be taken by holders of the Securities the Trustee shall promptly
notify the Depositor and shall thereupon take such action or refrain from taking
any action as the Depositor shall in writing direct; PROVIDED, HOWEVER, that if
the Depositor shall not within five business days of the giving of such notice
to the Depositor direct the Trustee to take or refrain from taking any action,
the Trustee shall take such action as it, in its sole discretion, shall deem
advisable. In connection with any solicitation of proxies by management of any
of the Securities in the Trust Fund, if the Depositor fails to instruct the
Trustee how to vote such proxy, the Trustee shall vote with the recommendation
of such management. Except as provided in Article VII and Article VIII, neither
the Depositor nor the Trustee shall be liable to any person for any action or
failure to take action with respect to this Section 3.08.
In the event that an offer by the issuer of any of the Securities or
any other party shall be made to issue new securities, or to exchange
securities, for Trust Securities, the Trustee shall reject such offer. However,
should any issuance, exchange or substitution be effected notwithstanding such
rejection or without an initial offer, any securities, cash and/or property
received shall be promptly sold, if securities or property, by the Trustee
pursuant to the Depositor's direction, unless the Depositor advises the Trustee
to keep such securities or property. The cash received in such exchange and cash
proceeds of any such sales shall be distributed to Unitholders on the next
distribution date in the manner set forth in Section 3.04(b) regarding
distributions from the Capital Account. Except as provided in Article VIII, the
Trustee shall not be liable or responsible in any way for depreciation or loss
incurred by reason of any such sale.
Neither the Depositor nor the Trustee shall be liable to any person for
any action or failure to take action pursuant to the terms of this Section 3.08.
Whenever new securities or property is received and retained by a Trust
Fund pursuant to this Section 3.08, the Trustee shall, within a reasonable
amount of time thereafter, mail to all Unitholders of such Trust Fund notices of
such acquisition unless legal counsel for such Trust Fund determines that such
notice is not required by The Investment Company Act of 1940, as amended.
SECTION 3.09. NOTICE OF CHANGE IN CAPITAL ACCOUNT. The Trustee shall
give prompt written notice to the Depositor and the Evaluator of all amounts
credited to or withdrawn from the Capital Account of any Trust Fund pursuant to
any of the provisions of this Article III and the balance in such Account after
giving effect to the credit or withdrawal.
SECTION 3.10. LIMITED REPLACEMENT OF SPECIAL SECURITIES. If any
contract in respect of Contract Securities other than a contract to purchase a
New Security (as defined below), including those purchased on a delayed delivery
basis, shall have failed due to any occurrence, act or event beyond the control
of the Depositor or the Trustee (such failed Contract Securities being herein
called the "SPECIAL SECURITIES"), the Depositor shall notify the Trustee (such
notice being herein called the "FAILED CONTRACT NOTICE") of its inability to
deliver the failed Special Security to the Trustee after it is notified that the
Special Security will not be delivered by the seller thereof to the Depositor.
Prior to, or simultaneously with, giving the Trustee the Failed Contract Notice,
or within a maximum of 20 days after giving such Failed Contract Notice (such 20
day period being herein called the "PURCHASE PERIOD"), the Depositor shall, if
possible, purchase, or enter into a contract to purchase, an obligation to be
held as a Security hereunder (herein called the "NEW SECURITY") as part of the
Trust Fund in replacement of the failed Special Security, subject to the
satisfaction of all of the following conditions in the case of each purchase or
contract to purchase:
(a) The New Securities shall be equity securities and shall, in the
opinion of the Depositor, be of the same general quality as those Securities
originally deposited.
(b) The purchase price of the New Securities shall not exceed the
amount of funds reserved for the purchase of the Special Securities.
(c) The Depositor shall furnish a notice to the Trustee (which may be
part of the Failed Contract Notice) in respect of the New Security purchased or
to be purchased that shall (i) identify the New Securities, (ii) state that the
contract to purchase, if any, entered into by the Depositor is satisfactory in
form and substance and (iii) state that the foregoing conditions of clauses (a)
and (b) have been satisfied with respect to the New Securities.
Upon satisfaction of the foregoing conditions with respect to any New
Security, the Trustee shall pay the purchase price for the New Security from the
amount of funds reserved for the purchase of the Special Securities or, if the
Trustee has credited any moneys and/or letters of credit attributable to the
failed Special Security to the Capital Account, the Trustee shall pay the
purchase price of the New Security upon directions from the Depositor from the
moneys and/or letters of credit so credited to the Capital Account. If the
Trustee has credited moneys of the Depositor to the Capital Account, the Trustee
shall forthwith return to the Depositor the portion of such moneys that is not
properly distributable to Unitholders pursuant to Section 3.04.
Whenever a New Security is acquired by the Depositor pursuant to the
provisions of this Section 3.10, the Trustee shall, within five days thereafter,
mail to all Unitholders notices of such acquisition, including an identification
of the failed Special Securities and the New Securities acquired. The purchase
price of the New Securities shall be paid out of the funds reserved for the
purchase of the failed Special Securities. Except as provided in Article VIII,
the Trustee shall not be liable or responsible in any way for depreciation or
loss incurred by reason of any purchase made pursuant to any such directions and
in the absence of such directions the Trustee shall have no duty to purchase any
New Securities under this Agreement. The Depositor shall not be liable for any
failure to instruct the Trustee to purchase any New Securities or for errors of
judgment in respect of this Section 3.10; PROVIDED, HOWEVER, that this provision
shall not protect the Depositor against any liability to which it would
otherwise be subject by reason of wilful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties hereunder.
SECTION 3.11. COMPENSATION OF DEPOSITOR FOR SUPERVISORY SERVICES. As
compensation for providing supervisory portfolio services under this Agreement,
the Depositor shall receive against a statement or statements therefor submitted
to the Trustee monthly or annually an aggregate annual fee if so provided and in
the amount specified as compensation for the Depositor in the Prospectus, but in
no event shall such compensation when combined with all compensation received
from other series of the Fund or other unit investment trusts sponsored by the
Depositor or its affiliates for providing such supervisory services in any
calendar year exceed the aggregate cost to the Depositor for providing such
services. The rate of such compensation may be increased by the Depositor from
time to time, without the consent or approval of any Unitholder or the Trustee,
by amounts not exceeding the proportionate increase, during the period from the
date of such Trust Agreement to the date of any such increase, in consumer
prices as last published prior to each such date under the classification "All
Services Less Rent of Shelter" in the Consumer Price Index For All Urban
Consumers (CPI-U) U.S. City Average, not seasonally adjusted, base 1982 - 84 =
100, published by the United States Department of Labor. In the event that such
classification ceases to incorporate a significant number of items, or if a
substantial change is made in the method of establishing such classification,
then the classification shall be adjusted in a fair and reasonable manner to the
figure that would have resulted had no substantial change occurred in the manner
of computing such classification. In the event that such classification (or a
successor or substitute index) is not available, such governmental or other
service or publication as shall evaluate the information in substantially the
same manner as the aforesaid classification, shall be used in lieu thereof. Such
compensation shall be charged by the Trustee, upon receipt of invoice therefor
from the Depositor, against the Income and Capital Accounts on or before the
Distribution Date on which such period terminates. If the cash balance in the
Income and Capital Accounts shall be insufficient to provide for amounts payable
pursuant to this Section 3.11, the Trustee shall have the power to sell (i)
Securities from the current list of Securities designated to be sold pursuant to
Section 5.02 hereof, or (ii) if no such Securities have been so designated, such
Securities as the Trustee may see fit to sell in its own discretion, and to
apply the proceeds of any such sale in payment of the amounts payable pursuant
to this Section 3.11. Any moneys payable to the Depositor pursuant to this
Section 3.11 shall be secured by a prior lien on the Trust Fund except that such
lien shall be junior and subordinate to any lien in favor of the Trustee under
the provisions of Section 8.08 and of the Evaluator under the provisions of
Section 4.03.
SECTION 3.12. DEFERRED SALES CHARGE. If the Prospectus related to the
Trust specifies a deferred sales charge, the Trustee shall, on the dates
specified in and as permitted by such Prospectus (the "DEFERRED SALES CHARGE
PAYMENT DATES"), withdraw from the Capital Account, an amount per Unit specified
in such Prospectus and credit such amount to a special non-Trust account
designated by the Depositor out of which the deferred sales charge will be
distributed to or on the order of the Depositor on such Deferred Sales Charge
Payment Dates (the "DEFERRED SALES CHARGE ACCOUNT"). If the balance in the
Capital Account is insufficient to make such withdrawal, the Trustee shall, as
directed by the Depositor, advance funds in an amount required to fund the
proposed withdrawal and be entitled to reimbursement of such advance upon the
deposit of additional monies in the Capital Account, and/or sell Securities and
credit the proceeds thereof to the Deferred Sales Charge Account, PROVIDED,
HOWEVER, that the aggregate amount advanced by the Trustee at any time for
payment of the deferred sales charge shall not exceed $15,000. Such direction
shall, if the Trustee is directed to sell a Security, identify the Security to
be sold and include instructions as to the execution of such sale. In the
absence of such direction by the Depositor, the Trustee shall sell Securities
sufficient to pay the deferred sales charge (and any unreimbursed advance then
outstanding) in full, and shall select Securities to be sold in such manner as
will maintain (to the extent practicable) the relative proportion of number of
shares of each Security then held. The proceeds of such sales, less any amounts
paid to the Trustee in reimbursement of its advances, shall be credited to the
Deferred Sales Charge Account. If a Unitholder redeems Units prior to full
payment of the deferred sales charge, the Trustee shall, if so provided in the
related Prospectus, on the Redemption Date, withhold from the Redemption Price
payable to such Unitholder an amount equal to the unpaid portion of the deferred
sales charge and distribute such amount to the Deferred Sales Charge Account. If
the Trust is terminated for reasons other than that set forth in Section
8.01(g)(ii), the Trustee shall, if so provided in the related Prospectus, on the
termination of the Trust, withhold from the proceeds payable to Unitholders an
amount equal to the unpaid portion of the deferred sales charge and distribute
such amount to the Deferred Sales Charge Account. If the Trust is terminated
pursuant to Section 8.01(g)(ii), the Trustee shall not withhold from the
proceeds payable to Unitholders any amounts of unpaid deferred sales charges. If
pursuant to Section 5.02 hereof, the Depositor shall purchase a Unit tendered
for redemption prior to the payment in full of the deferred sales charge due on
the tendered Unit, the Depositor shall pay to the Unitholder the amount
specified under Section 5.02 less the unpaid portion of the deferred sales
charge. All advances made by the Trustee pursuant to this Section shall be
secured by a lien on the Trust prior to the interest of the Unitholders.
SECTION 3.13. BOOKKEEPING AND ADMINISTRATIVE EXPENSES. If so provided
in the Prospectus, as compensation for providing bookkeeping and other
administrative services of a character described in Section 26(a)(2)(C) of the
Investment Company Act of 1940 to the extent such services are in addition to,
and do not duplicate, the services to be provided hereunder by the Trustee or
the Depositor for providing supervisory services, the Depositor shall receive
against a statement or statements therefor submitted to the Trustee monthly or
annually an aggregate annual fee in an amount which shall not exceed that amount
set forth in the Prospectus times the number of Units outstanding as of January
1 of such year except for a year or years in which an initial offering period
occurs, in which case the fee for a month is based on the number of Units
outstanding at the end of such month (such annual fee to be pro rated for any
calendar year in which the Depositor provides service during less than the whole
of such year), but in no event shall such compensation received from other unit
investment trusts for which the Depositor hereunder is acting as Depositor for
providing such bookkeeping and administrative services in any calendar year
exceed the aggregate cost to the Depositor for providing such services to such
unit investment trusts. Such compensation may, from time to time, be adjusted
provided that the total adjustment upward does not, at the time of such
adjustment, exceed the percentage of the total increase, after the date hereof,
in consumer prices for services as measured by the United States Department of
Labor Consumer Price Index entitled "All Services Less Rent of Shelter" or
similar index as described under Section 3.11. The consent or concurrence of any
Unitholder hereunder shall not be required for any such adjustment or increase.
Such compensations shall be paid by the Trustee, upon receipt of invoice
therefor from the Depositor, upon which, as to the cost incurred by the
Depositor of providing services hereunder the Trustee may rely, and shall be
charged against the Income and Capital Accounts on or before the Distribution
Date following the Record Date on which such period terminates. The Trustee
shall have no liability to any Unitholder or other person for any payment made
in good faith pursuant to this Section.
If the cash balance in the Income and Capital Accounts shall be
insufficient to provide for amounts payable pursuant to this Section 3.13, the
Trustee shall have the power to sell (i) Securities from the current list of
Securities designated to be sold pursuant to Section 5.02 hereof, or (ii) if no
such Securities have been so designated, such Securities as the Trustee may see
fit to sell in its own discretion, and to apply the proceeds of any such sale in
payment of the amounts payable pursuant to this Section 3.13.
Any moneys payable to the Depositor pursuant to this Section 3.13 shall
be secured by a prior lien on the Trust except that no such lien shall be prior
to any lien in favor of the Trustee under the provisions of Section 8.08 and of
the Evaluator under the provisions of Section 4.03.
ARTICLE IV
EVALUATION OF SECURITIES; THE EVALUATOR
SECTION 4.01. EVALUATION OF SECURITIES. The Evaluator shall determine
separately and promptly furnish to the Trustee and the Depositor upon request
the value of each issue of Securities as of the Evaluation Time as provided in
the following manner:
The Evaluator will prepare each evaluation for which market quotations
for the Securities are available by the use of outside services normally used
and contracted with for this purpose. If the Securities are listed on a national
securities exchange or the NASDAQ National Market System, the evaluation will be
based on the closing sale price on the exchange or system or, if there is no
closing sale price on the exchange or system, at the closing bid price on the
exchange or system. If such market quotations are not available, the Evaluator
shall determine the value of the Securities. Such evaluation shall generally be
based on the current bid prices on the over-the-counter market (unless it is
determined that these prices are inappropriate as a basis for evaluation). If
such prices are not available on the over-the-counter market, the evaluation
will generally be made by the Evaluator in good faith (1) on the basis of the
current bid prices for comparable securities, (2) by the Evaluator's appraising
the value of the Securities in good faith at the bid side of the market or (3)
by any combination thereof. For each evaluation, the Evaluator shall also
determine and furnish to the Trustee and the Depositor the aggregate of (a) the
value of all Securities on the basis of such evaluation and (b) on the basis of
the information furnished to the Evaluator by the Trustee pursuant to Section
3.02, the amount of cash then held in the Capital Account which was received by
the Trustee after the Record Date preceding such determination less any amounts
held in the Capital Account for distribution to Unitholders on a subsequent
Distribution Date when a Record Date occurs four business days or less after
such determination. For the purposes of the foregoing, the Evaluator may obtain
current prices for the Securities from investment dealers or brokers (including
the Depositor) that customarily deal in similar securities. So long as The Chase
Manhattan Bank shall be acting as Evaluator, with respect to any Security which
is not listed on a national exchange or the NASDAQ National Market System, the
Depositor shall, from time to time, designate one or more reporting services or
other sources of information on which the Evaluator shall be authorized
conclusively to rely in evaluating such Security, and the Evaluator shall have
no liability for any errors in the information so received. The cost thereof
shall be an expense reimbursable to the Evaluator from the Income and Capital
Accounts.
SECTION 4.02. CERTAIN INFORMATION TO BE MADE AVAILABLE. For the
purpose of permitting Unitholders to satisfy any reporting requirements of
applicable federal or state tax law, the Evaluator shall make available to the
Trustee and the Trustee shall transmit to any Unitholder upon request any
evaluations pursuant to Section 4.01 which concern the Trust Fund in which such
Unitholder holds Units.
SECTION 4.03. COMPENSATION OF THE EVALUATOR. As compensation for its
services hereunder, the Evaluator shall receive against a statement therefor
submitted to the Trustee on or before each Distribution Date the amount
specified as compensation for the Evaluator in the Prospectus. The rate of such
compensation may be increased from time to time, without the consent or approval
of any Unitholder or the Trustee, by amounts not exceeding the proportionate
increase, during the period from the date of such Trust Agreement to the date of
any such increase, in consumer prices as last published prior to each such date
under the classification "All Services Less Rent of Shelter" in the Consumer
Price Index For All Urban Consumers (CPI-U) U.S. City Average, not seasonally
adjusted, base 1982 - 84 = 100, published by the United States Department of
Labor. In the event that such classification ceases to incorporate a significant
number of items, or if a substantial change is made in the method of
establishing such classification, then the classification shall be adjusted in a
fair and reasonable manner to the figure that would have resulted had no
substantial change occurred in the manner of computing such classification. In
the event that such classification (or a successor or substitute index) is not
available, such governmental or other service or publication as shall evaluate
the information in substantially the same manner as the aforesaid
classification, shall be used in lieu thereof. Such compensation shall be
charged by the Trustee, upon receipt of invoice therefor from the Evaluator,
against the Income and Capital Accounts on or before the Distribution Date. If
the cash balances in the Income and Capital Accounts shall be insufficient to
provide for amounts payable pursuant to this Section 4.03, the Trustee shall
have the power to sell (i) Securities designated to be sold pursuant to Section
5.02 hereof or (ii) if no such Securities have been so designated, such
Securities as the Trustee may see fit to sell in its own discretion, and to
apply the proceeds of any such sale in payment of the amounts payable pursuant
to this Section 4.03. Any moneys payable to the Evaluator pursuant to this
Section 4.03 shall be secured by a prior lien on the Trust Fund except that such
lien shall be junior and subordinate to any lien in favor of the Trustee under
the provisions of Section 8.08.
SECTION 4.04. LIABILITY OF THE EVALUATOR. The Trustee, the Depositor
and the Unitholders may rely on any evaluation furnished by the Evaluator and
shall have no responsibility for the accuracy thereof. The Trustee, the
Evaluator and the Unitholders may rely on any evaluation furnished by the
Depositor and shall have no responsibility for the accuracy thereof. The
determinations made by the Evaluator and the Depositor hereunder shall be made
in good faith. The Evaluator and the Depositor shall be under no liability to
the Trustee, the Depositor or the Unitholders except for any liability to which
it would be subject by reason of wilful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties hereunder.
SECTION 4.05. RESIGNATION, REMOVAL AND OTHER MATTERS RELATING TO THE
EVALUATOR. (a) The Evaluator may resign and be discharged hereunder, by
executing an instrument in writing resigning as the Evaluator and filing the
same with the Depositor (if separate from the Evaluator) and the Trustee not
less than 60 days before the date specified in such instrument when, subject to
Section 4.05(c), such resignation is to take effect. Upon receiving such notice
of resignation, the Depositor shall use its best efforts to appoint a successor
Evaluator having qualifications and at a rate of compensation satisfactory to
the Depositor. Such appointment shall be made by written instrument executed by
the Depositor and the Trustee in duplicate, one copy of which shall be delivered
to the resigning Evaluator and one copy to the successor evaluator. The
Depositor or the Trustee may remove the Evaluator at any time upon thirty days'
written notice and appoint a successor evaluator having qualifications and at a
rate of compensation satisfactory to the Depositor and the Trustee. Such
appointment shall be made by written instrument executed by the Depositor and
the Trustee in duplicate, one copy of which shall be delivered to the Evaluator
so removed and one copy to the successor evaluator. Notice of such resignation
or removal and appointment of a successor evaluator shall be mailed by the
Trustee to each Unitholder.
(b) If the Evaluator resigns and no successor evaluator shall have been
appointed and have accepted appointment within 30 days after receipt of the
notice of resignation by the Depositor and the Trustee, the Evaluator may
forthwith apply to a court of competent jurisdiction for the appointment of a
successor evaluator. Such court may thereupon, after such notice, if any, as it
may deem proper, appoint a successor evaluator.
(c) Any successor evaluator appointed hereunder shall execute,
acknowledge and deliver to the Depositor and the Trustee an instrument accepting
such appointment hereunder, and such successor evaluator without any further
act, deed or conveyance shall become vested with all the rights, powers, duties
and obligations of its predecessor hereunder with like effect as if originally
named the Evaluator herein and shall be bound by all the terms and conditions of
this Agreement. Any resignation or removal of the Evaluator and appointment of a
successor evaluator pursuant to this Section 4.05 shall become effective upon
such acceptance of appointment.
(d) Any corporation into which the Evaluator hereunder may be merged or
with which it may be consolidated, or any corporation resulting from any merger
or consolidation to which the Evaluator hereunder shall be a party, shall be the
successor evaluator under this Agreement without the execution or filing of any
paper, instrument or further act to be done on the part of the parties hereto,
anything herein, or in any agreement relating to such merger or consolidation,
by which the Evaluator may seek to retain certain powers, rights and privileges
theretofore obtaining for any period of time following such merger or
consolidation, to the contrary notwithstanding.
ARTICLE V
TRUST FUND EVALUATION; REDEMPTION OF UNITS
SECTION 5.01. TRUST FUND EVALUATION. As of the Evaluation Time next
following any tender by a Unitholder for redemption and on any other business
day desired by it or as may be required hereunder, the Trustee shall as to each
Trust Fund:
Add
(1) cash on hand in the Trust Fund (other than cash held
especially for the purchase of Contract Securities) and moneys in the
process of being collected from declared dividends,
(2) the aggregate value of each issue of the Securities in the
Trust Fund (including Contract Securities) as determined by the
Evaluator pursuant to Section 4.01,
(3) amounts representing organizational expenses paid from the
Trust less amounts representing accrued organizational expenses of the
Trust, and
(4) all other assets of the Trust;
Deduct
(1) amounts representing any applicable taxes, governmental
charges or other charges pursuant to Section 3.03 payable out of the
Trust Fund and for which no deductions shall have previously been made
for the purpose of addition to the Reserve Account,
(2) amounts representing estimated accrued fees and expenses
of the Trust Fund including but not limited to unpaid fees and expenses
of the Trustee (including legal and auditing expenses), the Evaluator,
the Depositor and counsel, and
(3) cash allocated for distribution to Unitholders of the
Trust Fund of record as of the business day prior to the evaluation
then being made.
The resulting figure is herein called a "TRUST FUND EVALUATION."
Until the Depositor has informed the Trustee that there will be no
further deposits of Additional Securities pursuant to section 2.01(b), the
Depositor shall provide the Trustee with written estimates of (i) the total
organizational expenses to be borne by the Trust pursuant to Section 10.02 and
(ii) the total number of Units to be issued in connection with the initial
deposit and all anticipated deposits of additional Securities. For purposes of
calculating the Trust Fund Evaluation and Unit Value, the Trustee shall treat
all such anticipated expenses as having been paid and all liabilities therefor
as having been incurred, and all Units as having been issued, in each case on
the date of the Trust Agreement, and, in connection with each such calculation,
shall take into account a pro rata portion of such expense and liability based
on the actual number of Units issued as of the date of such calculation. In the
event the Trustee is informed by the Depositor of a revision in its estimate of
total expenses or total Units and upon the conclusion of the deposit of
additional Securities, the Trustee shall base calculations made thereafter on
such revised estimates or actual expenses, respectively, but such adjustment
shall not affect calculations made prior thereto and no adjustment shall be made
in respect thereof.
SECTION 5.02. REDEMPTION OF UNITS; SALE OF SECURITIES. Any Unitholder
may cause any of his Units to be redeemed by the Trustee, subject to the terms
of this Section 5.02, by making a written request to the Trustee at its
principal trust office, and, in the case of Units evidenced by a Certificate, by
tendering such Certificate to the Trustee at such office, properly endorsed or
accompanied by a written instrument or instruments of transfer in form
satisfactory to the Trustee. Unitholders must sign such written request, and
such Certificate or transfer instrument, exactly as their name appears on the
records of the Trustee and on any Certificate representing the Units to be
redeemed. Such signature must be guaranteed by a participant in the Securities
Transfer Agents Medallion Program ("STAMP") or such other signature guarantee
program in addition to, or in substitution for, STAMP, as may be accepted by the
Trustee. Such redemption shall be made by the Trustee on the third business day
following the day on which request for redemption is received by the Trustee,
(such date being herein called the "REDEMPTION DATE"). Subject to payment by
such Unitholder of any tax or other governmental charges which may be imposed
thereon and subject to payments in the form of In Kind Distributions (as defined
below), such redemption is to be made by payment on the Redemption Date of cash
equal to the Unit Value (determined on the basis of the Trust Fund Evaluation
made in accordance with Section 5.01) multiplied by the number of Units being
redeemed (herein called the "REDEMPTION PRICE"). The portion of the Redemption
Price which represents dividends shall be withdrawn from the Income Account of
the affected Trust Fund to the extent available. The balance paid on any
redemption shall be withdrawn from the Capital Account of the affected Trust to
the extent that funds are available for such purpose. If such available balance
shall be insufficient, the Trustee shall sell from such Trust Fund such
Securities from among those designated for such purpose by the Depositor as the
Trustee in its discretion, shall deem advisable or necessary. In the event that
funds are withdrawn from the Capital Account or Securities are sold for payment
of any portion of the Redemption Price representing declared but unpaid
dividends, the Capital Account shall be reimbursed when sufficient funds are
next available in the Income Account for such funds so applied.
The Trustee may in its discretion, and shall when so directed by the
Depositor in writing, suspend the right of redemption or postpone the date of
payment of the Redemption Price for more than three business days following the
day on which tender for redemption is made (1) for any period during which the
New York Stock Exchange, Inc. is closed other than customary weekend and holiday
closings; (2) for any period during which (i) trading on the New York Stock
Exchange, Inc. is restricted or (ii) an emergency exists as a result of which
disposal by the Trust Fund of the Securities is not reasonably practicable or it
is not reasonably practicable fairly to determine in accordance herewith the
value of the Securities for the purposes of any Trust Fund Evaluation; or (3)
for such other period as the Securities and Exchange Commission may by order
permit.
No later than the close of business on the day of tender of any Unit
for redemption by a Unitholder other than the Depositor, the Trustee shall
notify the Depositor of such tender. The Depositor shall have the right to
purchase such Units by notifying the Trustee of its election to make such
purchase as soon as practicable thereafter but in no event subsequent to the
close of business on the second business day after the day on which such Units
were tendered for redemption. Such purchase shall be made by payment for such
Units by the Depositor to the Unitholder not later than the close of business on
the Redemption Date of any amount not less than the Redemption Price which would
otherwise be payable by the Trustee to such Unitholder.
Any Unit so purchased by the Depositor may at the option of the
Depositor be tendered to the Trustee for redemption in the manner provided in
the first paragraph of this Section 5.02.
Notwithstanding anything to the contrary in this Section 5.02, if
offered by the terms of the Prospectus, any Unitholder may, if such Unitholder
tenders at least that number of Units set forth in the Prospectus for redemption
and makes such tender on or prior to the date provided in the Prospectus,
request at the time of tender to receive from the Trustee in lieu of cash such
Unitholder's pro rata share of each Security then held by the Trust Fund. Such
tendering Unitholder will receive his pro rata number of whole shares of each of
the Securities comprising the portfolio of the Trust Fund and cash from the
Capital Account equal to the value of the fractional shares to which such
tendering Unitholder is entitled. Such pro rata share of each Security and the
related cash equal to the value of the fractional shares to which such tendering
Unitholder is entitled is referred to herein as an "IN KIND DISTRIBUTION". An In
Kind Distribution will be made by the Trustee through the distribution of each
of the Securities in book-entry form to the account of the Unitholder's bank or
broker-dealer at Depository Trust Company. If funds in the Capital Account are
insufficient to cover the required cash distribution to the tendering
Unitholder, the Trustee may sell Securities according to the criteria discussed
above.
The Depositor shall deliver a current list of Securities in each Trust
Fund to be sold for the purpose of redemption of Units tendered for redemption
and for payment of expenses hereunder. If at any such time the Depositor shall
for any reason fail to deliver such a list, the Trustee, in its sole discretion,
may designate a current list of Securities in each Trust Fund for such purposes.
The net proceeds of any sale of Securities shall be credited to the Capital
Account of such Trust Fund.
Except as provided in Article VII and Article VIII, neither the
Depositor nor the Trustee shall be liable or responsible in any way for
depreciation or loss incurred by reason of any sale or designation of Securities
made pursuant to this Section 5.02.
Any Certificates evidencing Units redeemed pursuant to this Section
5.02 shall be cancelled by the Trustee and the Unit or Units evidenced by such
Certificates shall be extinguished by such redemptions.
SECTION 5.03. ROLLOVER OF UNITS. (a) If the Depositor shall offer a
subsequent series of the Delaware-Voyageur Unit Investment Trust (the "NEW
SERIES"), the Trustee shall, at the Depositor's direction and at the Depositor's
sole cost and expense, include in the notice sent to Unitholders a form of
election whereby Unitholders, whose redemption distribution would be in an
amount sufficient to purchase at least one Unit of the New Series, may elect to
have their Units(s) redeemed in kind in the manner provided in Section 5.02, the
Securities included in the redemption distribution sold, and the cash proceeds
applied by the Distribution Agent to purchase Units of the New Series, all as
hereinafter provided. The Trustee shall honor properly completed election forms
returned to the Trustee, accompanied by any Certificate evidencing Units
tendered for redemption or a properly completed redemption request with respect
to uncertificated Units, by its close of business on the Rollover Notification
Date.
All Units so tendered by a Unitholder (a "ROLLOVER UNITHOLDER") shall
be redeemed and cancelled on the first day of the Special Redemption Period.
Subject to payment by such Rollover Unitholder of any tax or other governmental
charges which may be imposed thereon, such redemption is to be made in kind
pursuant to Section 5.02 by distribution of cash and/or Securities to the
Distribution Agent based on the net asset value as of the first day of the
Special Redemption Period multiplied by the number of Units being redeemed
(herein called the "ROLLOVER DISTRIBUTION").
All Securities included in a Unitholder's Rollover Distribution shall
be sold by the Distribution Agent during the Special Redemption Period pursuant
to the Depositor's direction, and the Distribution Agent shall, when directed by
the Depositor, employ the Depositor or one of its affiliates as broker in
connection with such sales. All such sales shall be effected through the
Depository Trust Company. For such brokerage services, the Depositor or such
affiliate shall be entitled to compensation at its customary rates, PROVIDED
HOWEVER, that its compensation shall not exceed the amount authorized by
applicable securities laws and regulations. The Depositor or such affiliate
shall direct that sales be made in accordance with the guidelines set forth in
the related Prospectus. The Distribution Agent shall have no responsibility for
any loss or depreciation incurred by reason of any sale made pursuant to this
Section.
Upon each trade date for sales of Securities included in the Rollover
Unitholder's Rollover Distribution, the Distribution Agent shall, as agent for
such Rollover Unitholder, enter into a contract with the Depositor to purchase
from the Depositor Units of the New Series (if any), at the Depositor's public
offering price for such Units on such day, and at such reduced sales charge as
shall be described in the Prospectus for the Trust. Such contract shall provide
for purchase of the maximum number of Units of the New Series whose purchase
price is equal to or less than the cash proceeds held by the Distribution Agent
for the Unitholder on such day (including therein the proceeds anticipated to be
received in respect of Securities traded on such day net of all brokerage fees,
governmental charges and any other expenses incurred in connection with such
sale), to the extent Units are available for purchase from the Depositor. In the
event a sale of Securities included in the Rollover Unitholder's redemption
distribution shall not be consummated in accordance with its terms, the
Distribution Agent shall apply the cash proceeds held for such Unitholder as of
the settlement date for the purchase of Units of the New Series to purchase the
maximum number of units which such cash balance will permit, and the Depositor
agrees that the settlement date for Units whose purchase was not consummated as
a result of insufficient funds will be extended until cash proceeds from the
Rollover Distribution are available in a sufficient amount to settle such
purchase. If the Unitholder's Rollover Distribution will produce insufficient
cash proceeds to purchase all of the Units of the New Series contracted for, the
Depositor agrees that the contract shall be rescinded with respect to the Units
as to which there was a cash shortfall without any liability to the Rollover
Unitholder or the Distribution Agent. Any cash balance remaining after such
purchase shall be distributed within a reasonable time to the Rollover
Unitholder by check mailed to the address of such Unitholder on the registration
books of the Trustee. Any cash held by the Distribution Agent shall be held in a
non-interest bearing account which will be of benefit to the Distribution Agent.
Except as provided in Article VIII, neither the Trustee nor the Distribution
Agent shall have any responsibility or liability for loss or depreciation
resulting from any reinvestment made in accordance with this paragraph, or for
any failure to make such reinvestment in the event the Depositor does not make
Units available for purchase.
(b) Notwithstanding the foregoing, the Depositor may, in their
discretion at any time, decide not to offer Trust Series in the future, and if
so, this Section 5.03 concerning the Rollover of Units shall be inoperative.
(c) The Distribution Agent shall receive no fees for performing its
duties hereunder. The Distribution Agent shall, however, be entitled to receive
reimbursement from the Trust for any and all expenses and disbursements to the
same extent as the Trustee is permitted reimbursement hereunder.
ARTICLE VI
ISSUANCE, TRANSFER, INTERCHANGE AND REPLACEMENT OF CERTIFICATES
SECTION 6.01. ISSUANCE OF CERTIFICATES. Unless otherwise provided in
the Prospectus, Certificates representing Units held by a Unitholder will not be
issued except upon written request by a Unitholder, or his or her registered
broker/dealer, to the Trustee at its principal trust office that such Units be
held in certified form. Certificates that have been issued may be returned to
the Trustee at any time and cancelled, without affecting the Unitholder's
interest in the Trust Fund, when accompanied by proper written instructions from
the Unitholder.
SECTION 6.02. TRANSFER OF UNITS; INTERCHANGE OF CERTIFICATES. A
Unitholder may transfer any of his Units by making a written request to the
Trustee at its principal trust office and, in the case of Units evidenced by a
Certificate, by presenting and surrendering such Certificate at such office
properly endorsed or accompanied by a written instrument or instruments of
transfer in form satisfactory to the Trustee. Unitholders must sign such written
request, and such Certificate of transfer instrument, exactly as their name
appears on the records of the Trustee and on any Certificate representing the
Units to be transferred. Such signature must be guaranteed by a participant in
the Securities Transfer Agents Medallion Program ("STAMP") or such other
signature guarantee program in addition to, or in substitution for, STAMP, as
may be accepted by the Trustee. Such transfer shall thereupon be made on the
records of the Trustee and, if appropriate, a new registered Certificate or
Certificates for the same number of Units of the same Trust Fund shall be issued
in exchange and substitution therefor. Certificates issued pursuant to this
Agreement are interchangeable for one or more other Certificates of the same
Trust Fund in an equal aggregate number of Units and all Certificates issued
shall be issued in denominations of one Unit or any whole multiple thereof as
may be requested by the Unitholder. The Trustee may deem and treat the person in
whose name any Unit or Certificate shall be registered upon the books of the
Trustee as the owner of such Unit or Certificate for all purposes hereunder and
the Trustee shall not be affected by any notice to the contrary. The transfer
books maintained by the Trustee for each Trust Fund for the purpose of this
Section 6.02 shall be closed for an individual Trust Fund as such Trust Fund is
terminated pursuant to Article IX hereof.
A sum sufficient to cover any tax or other governmental charge that may
be imposed in connection with any such transfer or interchange shall be paid to
the Trustee. A Unitholder may be required to pay $2 (or such other amount as may
be specified by the Trustee and approved by the Depositor) for each new
Certificate issued on any such transfer or interchange.
All Certificates cancelled pursuant to this Agreement, other than those
endorsed for transfer, may be cremated or otherwise destroyed by the Trustee.
SECTION 6.03. REPLACEMENT OF CERTIFICATES. In case any Certificate
shall become mutilated or be destroyed, stolen or lost, the Trustee shall
execute and deliver a new Certificate in exchange and substitution therefor upon
the Unitholder's furnishing the Trustee with proper identification and
satisfactory indemnity, complying with such other reasonable regulations and
conditions as the Trustee may prescribe and paying such expenses as the Trustee
may incur, PROVIDED, HOWEVER, that if the particular Trust Fund has terminated
or is in the process of termination, the Trustee, in lieu of issuing such new
Certificate, may, upon the terms and conditions set forth herein, make the
distributions set forth in Section 9.01 hereof. Any mutilated Certificate shall
be duly surrendered and cancelled before any duplicate Certificate shall be
issued in exchange and substitution therefor. Any duplicate Certificate issued
pursuant to this Section 6.03 shall constitute complete and indefeasible
evidence of ownership in the Trust Fund, as if originally issued, whether or not
the lost, stolen or destroyed Certificate shall be found at any time. Upon
issuance of any duplicate Certificate pursuant to this Section 6.03, the
Certificate claimed to have been lost, stolen or destroyed shall become null and
void and of no effect, and any bona fide purchaser thereof shall have only such
rights as are afforded under Article 8 of the Uniform Commercial Code to a
holder presenting a Certificate for transfer in the case of an overissue.
SECTION 6.04. FORM OF CERTIFICATE. Each Certificate shall be in fully
registered form, shall be numbered serially for identification, shall be
executed in facsimile by the original Depositor of the Trust Fund in question
and manually by an authorized signatory of the Trustee, shall be dated the date
of execution and delivery by the Trustee and shall represent a fractional
undivided interest in the specified Trust Fund, the numerator of which fraction
shall be the number of Units set forth on the face of such Certificate and the
denominator of which shall be the total number of Units of undivided interest of
such Trust Fund outstanding at any such time.
ARTICLE VII
DEPOSITOR
SECTION 7.01. CERTAIN MATTERS REGARDING SUCCESSION. The covenants,
provisions and agreements herein contained shall in every case be binding upon
any successor to the business of any Depositor. In the event of an assignment by
any Depositor to a successor corporation or partnership as permitted by the next
following sentence, such Depositor and, if such Depositor is a partnership, its
partners shall be relieved of all further liability under this Agreement. Any
Depositor may transfer all or substantially all of its assets to a corporation
or partnership which carries on the business of such Depositor, if at the time
of such transfer such successor duly assumes all the obligations of such
Depositor under this Agreement.
SECTION 7.02. LIABILITY OF DEPOSITOR AND INDEMNIFICATION. (a) The
Depositor shall not be under any liability to any Trust Fund or the Unitholders
for any action taken or for refraining from the taking of any action in good
faith pursuant to this Agreement, or for errors in judgment or for depreciation
or loss incurred by reason of the purchase or sale of any Securities, PROVIDED,
HOWEVER, that this provision shall not protect the Depositor against any
liability to which it would otherwise be subject by reason of wilful
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of its reckless disregard of its obligations and duties hereunder. The
Depositor may rely in good faith on any paper, order, notice, list, affidavit,
receipt, evaluation, opinion, endorsement, assignment, draft or any other
document of any kind prima facie properly executed and submitted to it by the
Trustee, the Trustee's counsel, the Evaluator or any other person for any
matters arising hereunder. The Depositor shall in no event be deemed to have
assumed or incurred any liability, duty or obligation to any Unitholder, the
Evaluator or the Trustee other than as expressly provided for herein.
(b) Each Trust Fund shall pay and hold the Depositor harmless from and
against any loss, liability or expense incurred in acting as Depositor of such
Trust Fund other than by reason of wilful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties hereunder. The Depositor shall not be
under any obligation to appear in, prosecute or defend any legal action which in
its opinion may involve it in any expense or liability, PROVIDED, HOWEVER, that
the Depositor may in its discretion undertake any such action which it may deem
necessary or desirable in respect of this Agreement and the rights and duties of
the parties hereto and the interests of the Unitholders hereunder and, in such
event, the legal expenses and costs of any such action and any liability
resulting therefrom shall be expenses, costs and liabilities of the Trust Fund
concerned and shall be paid directly by the Trustee out of the Income and
Capital Accounts of such Trust Fund.
(c) None of the provisions of this Agreement shall be deemed to protect
or purport to protect the Depositor against any liability to the Trust Fund or
to the Unitholders to which the Depositor would otherwise be subject by reason
of wilful misfeasance, bad faith or gross negligence in the performance of its
duties, or by reason of the Depositor's reckless disregard of its obligations
and duties under this Agreement.
ARTICLE VIII
TRUSTEE
SECTION 8.01. GENERAL MATTERS RELATING TO THE TRUSTEE. (a) All moneys
deposited with or received by the Trustee hereunder shall be held by it without
interest in trust as part of the appropriate Trust Fund or Reserve Account until
required to be disbursed in accordance with the provisions of this Agreement and
such moneys will be segregated in such manner as shall constitute the
segregation and holding thereof in trust within the meaning of the Investment
Company Act of 1940.
(b) The Trustee shall be under no liability for any action taken in
good faith on any evaluation, paper, order, list, demand, request, consent,
affidavit, notice, opinion, direction, endorsement, assignment, resolution,
draft or other document whether or not of the same kind, prima facie properly
executed, or the disposition of moneys or Securities pursuant to this Agreement;
PROVIDED, HOWEVER, that this provision shall not protect the Trustee against any
liability to which it would otherwise be subject by reason of wilful
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of its reckless disregard of its obligations and duties hereunder, and
the Trustee may construe any of the provisions of this Agreement insofar as the
same may appear to be ambiguous or inconsistent with any other provisions
hereof, and any construction of any such provisions hereof by the Trustee in
good faith shall be binding upon the parties hereto and the Unitholders.
(c) The Trustee shall not be responsible for or in respect of the
recitals herein, the validity or sufficiency of this Agreement or for the due
execution hereof by the Depositor, or for the form, character, genuineness,
sufficiency, value or validity of any Securities or for or in respect of the
validity or sufficiency of any Certificates (except for the due execution
thereof by the Trustee) or for the due execution thereof by the Depositor and
the Trustee shall in no event assume or incur any liability, duty or obligation
to any Unitholder or to the Depositor or Evaluator, other than as expressly
provided for herein. The Trustee shall not be responsible for or in respect of
the validity of any signature by or on behalf of the Depositor.
(d) The Trustee shall not be under any obligation to appear in,
prosecute or defend any action which in its opinion may involve it in expense or
liability unless it shall be furnished with such reasonable security and
indemnity against such expense or liability as it may be required, and any
pecuniary cost of the Trustee from such actions shall be deductible ratably from
and a ratable charge against the Trust Funds concerned. The Trustee shall in its
discretion undertake such action as it may deem necessary at any and all times
to protect the Trust Funds and the rights and interests of the Unitholders
pursuant to the terms of this Agreement, PROVIDED, HOWEVER, that the expenses
and costs of such actions, undertakings or proceedings shall be reimbursable to
the Trustee ratably from the Trust Funds concerned.
(e) The Trustee may employ agents, attorneys, accountants and auditors,
including an agent or agents for the purpose of custody and safeguarding
Securities, and shall not be answerable for the default or misconduct of any
such agents, attorneys, accountants or auditors if such agents, attorneys,
accountants or auditors shall have been selected with reasonable care. The
Trustee shall not be liable in respect of any action taken or suffered under
this Agreement in good faith, in accordance with an opinion of counsel. The fees
and expenses charged by such agents, attorneys, accountants or auditors, except
for the fees and expenses charged by any agent or agents for custody and
safeguarding of United States domestic Securities of the sort customarily
provided by the Trustee, shall constitute an expense of the Trustee reimbursable
from the Income and Capital Accounts as set forth in Section 3.04 hereof.
(f) If at any time the Depositor shall fail to undertake or perform any
of the duties which by the terms of this Agreement are affirmatively required by
it to be undertaken or performed, or the Depositor shall be incapable of acting,
or shall be adjudged a bankrupt or insolvent, or a receiver of the Depositor or
of its property shall be appointed, or any public officer shall take charge or
control of the Depositor or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then in any such case, the Trustee
may do any one or more of the following: (1) appoint a successor Depositor who
shall act hereunder in all respects in place of such Depositor and which may be
compensated, at rates deemed by the Trustee to be reasonable under the
circumstances, by deduction ratably from the Income Account or, to the extent
funds are not available in such Account, from the Capital Account of the Trust
Funds but no such deduction shall be made exceeding such reasonable amount as
the Securities and Exchange Commission may prescribe in accordance with Section
26(a)(2)(C) of the Investment Company Act of 1940; (2) continue to act as
Trustee hereunder without terminating this Agreement; or (3) terminate this
Agreement and the trust created hereby and liquidate the Trust Funds in the
manner provided in Section 9.01.
(g) (i) The Trustee may in its discretion, and shall if so directed by
the Depositor, terminate this Agreement and any Trust created hereby (but only
insofar as the Agreement relates to such Trust) and liquidate such Trust, all in
the manner provided in Section 9.01 if the value of such Trust as shown by any
Trust Fund Evaluation shall be less than the liquidation amount specified in the
Prospectus; and (ii) the Trustee shall terminate this Agreement and any Trust
created hereby (but only insofar as the Agreement relates to such Trust) and
liquidate such Trust all in the manner provided in Section 9.01 if by reason of
the aggregate redemption of Units not theretofore sold by the Depositor and/or
one or more of the underwriters the net worth of such Trust Fund is reduced to
less than 40% of the aggregate original value of the Securities initially
deposited therein.
(h) In no event shall the Trustee be personally liable for any taxes or
other governmental charges imposed upon or in respect of the Securities or upon
any dividends or interest thereon. The Trustee shall be reimbursed and
indemnified out of the Income and Capital Accounts of the appropriate Trust Fund
for all such taxes and charges, for any tax or charge imposed against the
Trustee as Trustee of such Trust Fund and for any expenses, including counsel
fees, which the Trustee may sustain or incur with respect to such taxes or
charges.
(i) Notwithstanding any provisions of this Agreement to the contrary,
no payment to a Depositor or to any principal underwriter (as defined in the
Investment Company Act of 1940) for the Trust Fund or to any affiliated person
(as so defined) or agent of a Depositor or such underwriter shall be allowed the
Trustee as an expense except for payment of such reasonable amounts as the
Securities and Exchange Commission may prescribe as compensation for performing
bookkeeping and other administrative services, as set forth in Section 3.13, of
a character normally performed by the Trustee.
(j) The Trustee in its individual or any other capacity may become an
owner or pledgee of, or be an underwriter or dealer in respect of, obligations
issued by the same issuer (or an affiliate of such issuer) of any Securities at
any time held as part of the Trust and may deal in any manner with the same or
with the Issuer (or an affiliate of the issuer) with the rights and powers as if
it were not the Trustee hereunder.
(k) The Trust may include a letter or letters of credit for the
purchase of Securities or Contract Securities issued by the Trustee in its
individual capacity for the account of the Depositor and the Trustee may
otherwise deal with the Depositor and the Trust within the same rights and
powers as if it were not the Trustee hereunder.
SECTION 8.02. BOOKS, RECORDS AND REPORTS. The Trustee shall keep proper
books of record and account of all the transactions of each Trust under this
Indenture at its unit investment trust office including a record of the name and
address of, and the Certificates issued by each Trust and held by, every
Unitholder, and such books and records of each Trust shall be open to inspection
by any Unitholder of such Trust at all reasonable times during the usual
business hours.
Unless the Depositor determines that such an audit is not required, the
account of each Trust shall be audited not less than annually by independent
public accountants designated from time to time by the Depositor and reports of
such accountants shall be furnished by the Trustee, upon request, to
Unitholders. The Trustee, however, in connection with any such audits shall not
be obligated to use Trust assets to pay for such audits in excess of the amounts
indicated in the Prospectus relating to such Trust.
To the extent permitted under the Investment Company Act of 1940 as
evidenced by an opinion of independent counsel to the Depositor, the Trustee
shall pay, or reimburse to the Depositor or others, the costs of the preparation
of documents and information with respect to a Trust required by law or
regulation in connection with the maintenance of a secondary market in Units of
such Trust. Such costs may include, but are not limited to, accounting and legal
fees, blue sky registration and filing fees, printing expenses and other
reasonable expenses related to documents required under federal and state
securities laws. Such costs shall be a Trust expense and the Trustee shall not
be obligated to advance any of its own funds to make such payments.
SECTION 8.03. REPORTS TO SECURITIES AND EXCHANGE COMMISSION AND OTHERS.
The Trustee shall make such annual or other reports as may from time to time be
required under any applicable state or federal statute or rule or regulation
thereunder.
SECTION 8.04. AGREEMENT AND LIST OF SECURITIES ON FILE. The Trustee
shall keep a certified copy or duplicate original of this Agreement on file at
its unit investment trust office available for inspection by any Unitholder at
all reasonable times during its usual business hours, and the Trustee shall keep
and so make available for inspection a current list of the Securities in each
Trust Fund.
SECTION 8.05. COMPENSATION OF TRUSTEE. The Trustee shall receive at the
times and in the manner set forth in Section 3.04 as compensation for performing
the usual, ordinary, normal and recurring services under this Agreement during
the preceding month an amount equal to the amount specified as compensation for
the Trustee in the Prospectus. Such fee shall accrue daily and be computed on
the basis of the largest member of Units outstanding during the period with
respect to which such compensation is paid. The Trustee may periodically adjust
the compensation provided for pursuant to this paragraph (i) in response to
fluctuations in short-term interest rates and average cash balances of the Trust
accounts (reflecting the cost to the Trustee of advancing funds to a Trust and
changes in anticipated earnings on cash balances) and (ii) in addition, may from
time to time, without the consent or approval of any Unitholder or the
Depositor, adjust such portion of its fee as is not computed by reference to the
cash balance in the Trust accounts by amounts not exceeding the proportionate
increase, during the period from the date of such Trust Agreement to the date of
any such increase, in consumer prices as last published prior to each such date
under the classification "All Services Less Rent of Shelter" in the Consumer
Price Index For All Urban Consumers (CPI-U) U.S. City Average, not seasonally
adjusted, base 1982 - 84 = 100, published by the United States Department of
Labor. In the event that such classification ceases to incorporate a significant
number of items, or if a substantial change is made in the method of
establishing such classification, then the classification shall be adjusted in a
fair and reasonable manner to the figure that would have resulted had no
substantial change occurred in the manner of computing such classification. In
the event that such classification (or a successor or substitute index) is not
available, such governmental or other service or publication as shall evaluate
the information in substantially the same manner as the aforesaid
classification, shall be used in lieu thereof. The Trustee shall also receive,
at the times and in the manner set forth in Section 3.04, reimbursement for any
and all expenses and disbursements incurred hereunder (except as set forth in
Section 8.01(e)), including legal and auditing expenses and additional
compensation for any extraordinary services performed hereunder, which
extraordinary services shall include, but not be limited to, all costs and
expenses incurred by the Trustee in making any annual or other reports pursuant
to Section 8.03, or in making any distribution of cash attributable to failed
contracts covering Contract Securities in accordance with Section 3.04;
PROVIDED, HOWEVER, that the amount of any such charge which has not been finally
determined as of any Distribution Date may be estimated and any necessary
adjustments shall be made in any succeeding period.
The Trustee shall be indemnified ratably from the Trust Funds and held
harmless against any loss, liability or expense incurred without gross
negligence, bad faith, wilful misconduct or reckless disregard of its duties on
the part of the Trustee arising out of or in connection with the acceptance or
administration of this trust, including the costs and expenses of defending
itself against any claim or liability in the premises.
The Trustee's normal and extraordinary compensation and reimbursement
of the above-mentioned expenses and losses shall be charged by the Trustee
against the Income and Capital Accounts of the appropriate Trust Funds in
accordance with Section 3.04 on or before each Distribution Date. If the
balances in the Income and Capital Accounts shall be insufficient to provide for
amounts payable pursuant to this Section 8.05, the Trustee shall have the power
to sell Securities in the manner provided in Section 5.02 hereof. The Trustee
shall not be liable or responsible in any way for depreciation or loss incurred
by reason of any sale of Securities made pursuant to this Section 8.05.
SECTION 8.06. RESIGNATION, DISCHARGE OR REMOVAL OF THE TRUSTEE;
SUCCESSORS. (a) The Trustee may resign and be discharged of the trust created by
this Agreement by executing an instrument in writing resigning as Trustee of
such trust, filing the same with the Depositor and mailing a copy of a notice of
resignation to all Unitholders then of record, not less than sixty days before
the date specified in such instrument when, subject to Section 8.06(c), such
resignation is to take effect. Upon receiving such notice of resignation, the
Depositor shall use its best efforts promptly to appoint a successor trustee in
the manner and meeting the qualifications hereinafter provided, by written
instrument or instruments delivered to the resigning Trustee and the successor
trustee. In case at any time the Trustee shall not meet the requirements set
forth in Section 8.06 hereof, or shall become incapable of acting, or if a court
having jurisdiction in the premises shall enter a decree or order for relief in
respect of the Trustee in an involuntary case, or the Trustee shall commence a
voluntary case, under any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect, or any receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) for the Trustee or for any
substantial part of its property shall be appointed, or the Trustee shall
generally fail to pay its debts as they become due, or shall fail to meet such
written standards for the Trustee's performance as shall be established from
time to time by the Depositor, or if the Depositor determines in good faith that
there has occurred either (1) a material deterioration in the creditworthiness
of the Trustee or (2) one or more negligent acts on the part of the Trustee
having a materially adverse effect, whether singly or in the aggregate, on the
Trust or on one or more Trusts of one or more Funds, such that the replacement
of the Trustee is in the best interests of the Unitholders, the Depositor, upon
60 days' prior written notice, may remove the Trustee and appoint a successor
trustee having qualifications and at a rate of compensation satisfactory to the
Depositor by written instrument, in duplicate, one copy of which shall be
delivered to the Trustee so removed and one copy to the successor trustee.
Notice of such appointment of a successor trustee shall be mailed promptly after
acceptance of such appointment by the successor trustee to each Unitholder then
of record.
(b) In case at any time the Trustee shall resign and no successor
trustee shall have been appointed within thirty days after notice of resignation
has been received by the Depositor, the retiring Trustee may forthwith apply to
a court of competent jurisdiction for the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee.
(c) Any successor trustee appointed hereunder shall execute and
acknowledge to the Depositor and the retiring Trustee an instrument accepting
such appointment hereunder, and such successor trustee without any further act,
deed or conveyance shall become vested with all rights, powers, duties and
obligations of its predecessor hereunder with like effect as if originally named
a Trustee herein and shall be bound by all the terms and conditions of this
Agreement PROVIDED, HOWEVER, that no successor trustee shall be under any
liability hereunder for occurrences or omissions prior to the execution of such
instrument. Upon the request of such successor trustee, the retiring Trustee
shall, upon payment of all amounts due the retiring Trustee, execute and deliver
an instrument acknowledged by it transferring to such successor trustee all the
rights and powers of the retiring Trustee; and the retiring Trustee shall
transfer, deliver and pay over to the successor trustee all Securities and
moneys at the time held by it hereunder, if any, together with all necessary
instruments of transfer and assignment or other documents properly executed
necessary to effect such transfer and such of the records or copies thereof
maintained by the retiring Trustee in the administration hereof as may be
requested by the successor trustee and shall thereupon be discharged from all
duties and responsibilities under this Agreement. Any resignation or removal of
a Trustee and appointment of a successor trustee pursuant to this Section 8.06
shall become effective upon such acceptance of appointment by the successor
trustee.
(d) Any corporation into which a Trustee hereunder may be merged or
with which it may be consolidated, or any corporation resulting from any merger
or consolidation to which such Trustee hereunder shall be a party, shall be the
successor trustee under this Agreement without the execution or filing of any
paper, instrument or further act to be done on the part of the parties hereto,
anything herein, or in any agreement relating to such merger or consolidation,
by which any such Trustee may seek to retain certain powers, rights and
privileges theretofore obtaining for any period of time following such merger or
consolidation, to the contrary notwithstanding.
SECTION 8.07. QUALIFICATION OF TRUSTEE. The Trustee and any successor
trustee shall be a corporation organized under laws of the United States, or any
state thereof, which is authorized under such laws to exercise trust powers and
has at all times an aggregate capital, surplus and undivided profits of not less
than $5,000,000.
SECTION 8.08. COLLATERAL. As collateral security for the prompt payment
to the Trustee of all reimbursement to which the Trustee is entitled hereunder
and of all sums at any time owed to or payable to the Trustee hereunder
(including, without limitation, the prompt reimbursement of the Trustee for any
sums that it may from time to time in its discretion advance to the account of
the Trust Fund), the Trustee is hereby granted a first and prior lien and
security interest in and to the Trust Fund and all Securities now or hereafter
included therein, including (without limitation) those Securities listed in the
Trust Agreement, together with all Securities, obligations, Contract Securities
and instruments received in exchange or substitution therefor and all proceeds
thereof and all additions and substitutions.
ARTICLE IX
TERMINATION
SECTION 9.01. PROCEDURE UPON TERMINATION. This Agreement and the trust
created hereby shall terminate as to an individual Trust Fund upon the maturity,
redemption, sale or other disposition, as the case may be, of the last Security
held hereunder in such Trust Fund, unless sooner terminated as hereinbefore
specified, and may be terminated at any time by written instrument executed by
the Depositor and consented to by holders of Units representing 66-2/3% of the
Units of such Trust Fund then outstanding under this Agreement; PROVIDED, that
in no event shall any individual Trust Fund continue beyond the Mandatory
Termination Date for such Trust Fund.
Written notice of any termination, specifying the time or times at
which any Unitholder holding Certificates may surrender such Certificates for
cancellation and the date, determined by the Trustee, upon which the transfer
books of the Trustee, maintained pursuant to Section 8.02, shall be closed with
respect to the terminated Trust Fund or the entire Fund, as the case may be,
shall be given by the Trustee to Unitholders of such terminated Trust Fund or
all Unitholders, as the case may be.
Within a reasonable period of time after the termination of a Trust
Fund or the entire Fund, the Trustee shall sell all of the Securities then held,
if any, and shall:
(a) deduct from the Income Account or to the extent that funds
are not available in such Account, from the Capital Account of every
Trust Fund separately and pay to itself individually an amount equal to
the sum of (1) its accrued compensation for its ordinary services in
connection with such Trust Fund, (2) any compensation due it for its
extraordinary services in connection with such Trust Fund and (3) any
other expenses, disbursements and advances in connection with such
Trust Fund as provided herein;
(b) deduct from the Income Account or to the extent that funds
are not available in such account, from the Capital Account of every
Trust Fund separately and pay accrued and unpaid fees in connection
with such Trust Fund of the Evaluator, the Depositor and counsel, if
any;
(c) deduct from the Income Account, or to the extent that
funds are not available from such Account, from the Capital Account of
every Trust Fund separately any amounts which it in its sole discretion
shall deem requisite to be deposited in the Reserve Account to provide
for any applicable taxes or other governmental charges that may be
payable out of such Trust Fund;
(d) distribute to each Unitholder (upon surrender for
cancellation of his Certificate or Certificates, if issued) such
Unitholder's interest in the balances of the Income and, on the
conditions set forth in Section 3.03 hereof, the Reserve Accounts of
the Trust Fund in which he holds Units;
(e) either distribute in cash to each Unitholder (upon
surrender for cancellation of his Certificate or Certificates, if
issued) such Unitholder's pro rata share of the balance of the Capital
Account, or, in the alternative, if offered by the terms of the
Prospectus, distribute to each Unitholder who then owns at least that
number of Units set forth in the Prospectus and who has requested an In
Kind Distribution under the conditions set forth in Section 5.02, such
holder's In Kind Distribution as set forth in Section 5.02; and
(f) together with such distribution to each Unitholder as
provided for in paragraph (d) and (e), furnish to each such Unitholder
a final statement as of the date of the computation of the amount
distributable to Unitholders of the same Trust Fund, setting forth the
data and information in substantially the form and manner provided for
in Section 3.05 hereof.
Any Unitholder who receives an In Kind Distribution, if offered by the
terms of the Prospectus, shall receive such Distribution in the same manner as
is provided in connection with redemptions in Section 5.02.
SECTION 9.02. NOTICE TO UNITHOLDERS. In the event that all of the
Unitholders holding Certificates shall not surrender their Certificates for
cancellation within six months after the time specified in the applicable,
above-mentioned notice, the Trustee shall give a second written notice to the
remaining Unitholders to surrender their Certificates for cancellation and
receive the liquidating distribution with respect thereto. If within one year
after the second notice all the Certificates issued shall not have been
surrendered for cancellation, the Trustee may take appropriate steps or may
appoint an agent to take appropriate steps, to contact the remaining Unitholders
concerning surrender of their Certificates and the cost thereof shall be paid
out of the moneys and other assets which remain in the affected Trust Fund.
SECTION 9.03. MONEYS TO BE HELD IN TRUST WITHOUT INTEREST. The Trustee
shall be under no liability with respect to moneys in the Income, Capital and
Reserve Accounts upon termination, except to hold the same in trust without
interest.
SECTION 9.04. DISSOLUTION OF DEPOSITOR NOT TO TERMINATE. The
dissolution of the Depositor shall not, subject to Section 8.01(f), operate to
terminate this Agreement or the Fund or any individual Trust Fund.
ARTICLE X
MISCELLANEOUS PROVISIONS
SECTION 10.01. AMENDMENT AND WAIVER. This Agreement may be amended from
time to time by the Depositor and the Trustee without the consent of any of the
Unitholders (a) to cure any ambiguity or to correct or supplement any provisions
contained herein which may be defective or inconsistent with any other provision
contained herein; (b) to change any provision hereof as may be required by the
Securities and Exchange Commission or any successor governmental agency
exercising similar authority; or (c) to make such other provisions in regard to
matters or questions arising hereunder as shall not adversely affect the
interest of the Unitholders (as determined in good faith by the Depositor and
the Trustee). This Agreement may also be amended from time to time by the
Depositor and the Trustee (or the performance of any of the provisions of this
Agreement may be waived) with the consent of holders of Units representing
66-2/3% of the Units at the time outstanding under the Trust Agreement of the
individual Trust Fund or Trust Funds affected for the purpose of adding any
provisions of this Agreement or of modifying in any manner the rights of the
holders of Units of such Trust Fund or Trust Funds; PROVIDED, HOWEVER, that in
no event may any amendment be made which would (a) alter the rights to the
Unitholders as against each other, (b) provide the Trustee with the power to
engage in business or investment activities other than as specifically provided
in this Agreement or (c) adversely affect the characterization of the Trust as a
grantor trust for federal income tax purposes; PROVIDED, FURTHER, that the
consent of 100% of the Unitholders of any individual Trust Fund is required to
amend this Agreement (a) to increase the number of Units of such Trust Fund
issuable hereunder above the number of Units specified in the Prospectus or such
lesser amount as may be outstanding at any time during the term of this
Agreement, (b) to permit, in addition to acquisitions permitted under Section
3.10 hereof, the acquisition hereunder of any Securities for such Trust Fund
different from those specified in Schedule A to the Trust Agreement, (c) to
reduce the aforesaid percentage of Units the holders of which are required to
consent to certain amendments and (d) to reduce the interest in such Trust Fund
represented by any Units of such Trust Fund.
Promptly after the execution of any amendment requiring the consent of
the Unitholders or any of any other amendment if directed by the Depositor, the
Trustee shall furnish written notification of the substance of such amendment to
each Unitholder then of record affected thereby.
It shall not be necessary for the consent of Unitholders under this
Section 10.01 or under Section 9.01 to approve the particular form of any
proposed amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Unitholders shall be subject to such
reasonable regulations as the Trustee may prescribe.
SECTION 10.02. INITIAL COSTS. Unless otherwise provided in the Trust's
prospectus, the expenses incurred in establishing the Trust, including the cost
of the preparation and typesetting of the registration statement, prospectuses
(including preliminary prospectuses), the indenture and other documents relating
to the Trust, printing of Certificates, Securities and Exchange Commission and
state blue sky registration fees, the costs of the initial valuation of the
portfolio and audit of the Trust, the initial fees and expenses of the Trustee,
and legal and other out-of-pocket expenses related thereto, but not including
the expenses incurred in the printing of preliminary prospectuses and
prospectuses, expenses incurred in the preparation and printing of brochures and
other advertising materials and any other selling expenses, to the extent not
borne by the Depositor, shall be borne by the Trust. To the extent the funds in
the Income and Capital Accounts of the Trust shall be insufficient to pay the
expenses borne by the Trust specified in this Section 10.02, the Trustee shall
advance out of its own funds and cause to be deposited and credited to the
Income Account such amount as may be required to permit payment of such
expenses. The Trustee shall be reimbursed for such advance on each Record Date
(or such earlier date on which the expenses have been fully accrued) from funds
on hand in the Income Account or, to the extent funds are not available in such
Account, from the Capital Account, in the amount deemed to have accrued as of
such Record Date as provided in the following sentence (less prior payments on
account of such advances, if any), and the provisions of Section 8.05 with
respect to the reimbursement of disbursements for Trust expenses, including,
without limitation, the lien in favor of the Trustee therefor and the authority
to sell Securities as needed to fund such reimbursement, shall apply to the
payment of expenses and the amounts advanced pursuant to this Section. For the
purposes of the preceding sentence and the addition provided in clause (3) of
the first sentence of Section 5.01, the expenses borne by the Trust pursuant to
this Section shall be deemed to have been paid on the date of the Trust
Agreement and to accrue at a daily rate over the time period specified for their
amortization provided in the Prospectus; provided, however, that nothing herein
shall be deemed to prevent, and the Trustee shall be entitled to, full
reimbursement for any advances made pursuant to this Section no later than the
termination of the Trust. For purposes of calculating the accrual of
organizational expenses under this Section 10.02, the Trustee shall rely on the
written estimates of such expenses provided by the Depositor pursuant to Section
5.01."
SECTION 10.03. REGISTRATION (INITIAL AND CURRENT) OF UNITS AND FUND.
The Depositor agrees and undertakes on its own part to register the Units, each
Trust Fund and the Fund with the Securities and Exchange Commission and under
the Blue Sky laws of such states as the Depositor may select.
SECTION 10.04. CERTAIN MATTERS RELATING TO UNITHOLDERS. (a) The death
or incapacity of any Unitholder shall not operate to terminate this Agreement,
the Fund or the Trust Fund in which he holds Units nor entitle his legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Fund or such Trust
Fund, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them. Each Unitholder expressly waives any right he may
have under any rule of law, or the provisions of any statute, or otherwise, to
require the Trustee at any time to account, in any manner other than as
expressly provided in this Agreement, in respect of the Securities or moneys
from time to time received, held and applied by the Trustee hereunder.
(b) No Unitholder shall have any right to vote except as provided in
Sections 9.01 and 10.01 or in any manner otherwise to control the operation of
the Fund or the obligations of the parties hereto, nor shall anything set forth
in this Agreement or the Trust Agreement or contained in the terms of any
Certificates which may have been issued be construed so as to constitute the
Unitholders from time to time as partners or members of an association; nor
shall any Unitholder ever be under any liability to any third persons by reason
of any action taken by the parties to this Agreement, or for any other cause
whatsoever.
(c) By the purchase and acceptance or other lawful delivery and
acceptance of any Unit, whether certificated or not, the Unitholder shall be
deemed to be a beneficiary of the Trust created by this Agreement and the Trust
Agreement and vested with all right, title and interest in the Trust Fund
therein created to the extent of the Unit or Units set forth whether evidenced
by such Certificate or held in uncertificated form, subject to the terms and
conditions of this Agreement and the Trust Agreement.
(d) A Unitholder may at any time prior to the Evaluation Time on the
date the Trust is terminated tender his Units or his Certificate(s) if held in
certificated form (including any temporary Certificate or other evidence of
ownership of Units of the Trust Fund, issued by the Trustee or the Depositor) to
the Trustee for redemption, subject to and in accordance with Section 5.02.
SECTION 10.05. NEW YORK LAW TO GOVERN. This Agreement is executed and
delivered in the State of New York, and all laws or rules of construction of
such State, except for provisions with respect to choice of law, shall govern
the rights of the parties hereto and the Unitholders and the interpretation of
the provisions hereof.
SECTION 10.06. NOTICES. Any notice, demand, direction or instruction to
be given to the Depositor hereunder shall be in writing and shall be duly given
if mailed, first class with proper postage prepaid, or delivered to the
Depositor at One Commerce Square, Philadelphia, Pennsylvania 19103, or at such
other address as shall be specified in the Prospectus or by the Depositor to the
other parties hereto in writing. Any notice, demand, direction or instruction to
be given to the Trustee shall be in writing and shall be duly given if mailed,
first class with proper postage prepaid, or delivered to the Trustee at 4 New
York Plaza, New York, New York 10004-2413, or such other address as shall be
specified to the other parties hereto in writing. Any notice to be given to a
Unitholder shall be duly given if mailed, first class with proper postage
prepaid, or delivered to each Unitholder at the address of such holder appearing
on the registration books of the Trustee.
SECTION 10.07. SEVERABILITY. If any one or more of the covenants,
agreements, provisions or terms shall be for any reason whatsoever held invalid,
then such covenants, agreements, provisions or terms shall be deemed severable
from the remaining covenants, agreements, provisions or terms of this Agreement
and shall in no way affect the validity or enforceability of the other
provisions of this Agreement or of any Certificates or the rights of the holders
thereof.
SECTION 10.08. SEPARATE AND DISTINCT SERIES. Each series of
Delaware-Voyageur Unit Investment Trust to which these Standard Terms and
Conditions of Trust shall be applicable shall, for all financial and
administrative purposes, be considered separate and distinct from every other
series, and neither the assets of nor the expenses of any one series shall be
applied or charged against any other series.
IN WITNESS WHEREOF, the parties hereto have caused these Standard Terms
and Conditions of Trust, Dated May 6, 1997 to be duly executed.
VOYAGEUR FUND MANAGERS, INC.,
Depositor
By
-----------------------------------
Senior Vice President and
Secretary
THE CHASE MANHATTAN BANK,
Evaluator and Trustee
By
-----------------------------------
Exhibit 1.2
DELAWARE-VOYAGEUR UNIT INVESTMENT TRUST
SERIES 9
TRUST AGREEMENT
Dated: May 6, 1997
This Trust Agreement dated as of May 6, 1997 between Voyageur Fund
Managers, Inc., as Depositor and The Chase Manhattan Bank, as Evaluator and
Trustee, sets forth certain provisions in full and incorporates other provisions
by reference to the document entitled " Delaware-Voyageur Unit Investment Trust
Series 9 and certain subsequent Series, Standard Terms and Conditions of Trust
Dated May 6, 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 The Chase Manhattan Bank has
caused this Trust Agreement to be signed by one of its Vice Presidents of Second
Vice Presidents all as of the day, month and year first above written.
Voyageur Fund Managers, Inc., Depositor
By:
------------------------------------------
Senior Vice President and Secretary
The Chase Manhattan Bank, Evaluator and Trustee
By:
------------------------------------------
SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
DELAWARE-VOYAGEUR UNIT INVESTMENT TRUST, SERIES 9
(Note: Incorporated herein and made a part hereof are the "SCHEDULES OF
INVESTMENTS" as set forth in the Prospectus.)
Exhibit 2
Chapman and Cutler
111 West Monroe Street
Chicago, Illinois 60603
May 6, 1997
Voyageur Fund Managers, Inc.
One Commerce Square
Philadelphia, Pennsylvania 19103
Re: Delaware-Voyageur Unit Investment Trust, Series 9
Ladies/Gentlemen:
We have served as special counsel for Voyageur Fund Managers, Inc., as
Sponsor and Depositor (the "DEPOSITOR") of Delaware-Voyageur Unit Investment
Trust, Series 9 (the "FUND"), in connection with the preparation, execution and
delivery of a Trust Agreement dated May 6, 1997 and a Standard Terms and
Condition of Trust dated May 6, 1997 (collectively, the Indenture) each of which
are between Voyageur Fund Managers, Inc., as Depositor and The Chase Manhattan
Bank, as Evaluator and 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. 333-25219) 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
Chapman and Cutler
111 West Monroe Street
Chicago, Illinois 60603
May 6, 1997
The Chase Manhattan Bank
4 New York Plaza
New York, New York 10004-2413
Voyageur Fund Managers, Inc.
One Commerce Square
Philadelphia, Pennsylvania 19103
Re: Delaware-Voyageur Unit Investment Trust, Series 9
Ladies/Gentlemen:
We have acted as special counsel for Voyageur Fund Managers, Inc.,
Depositor of Delaware-Voyageur Unit Investment Trust, Series 9 (the "FUND"), in
connection with the issuance of units of fractional undivided interest in the
Fund, under a Trust Agreement dated May 6, 1997 and a Standard Terms and
Conditions of Trust dated May 6, 1997 (collectively, the "INDENTURE") each of
which are between Voyageur Fund Managers, Inc., as Depositor and The Chase
Manhattan Bank, as Evaluator and 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. The opinions expressed herein assume that a Trust will be
administered, and investments by a Trust from proceeds of subsequent deposits,
if any, will be made, in accordance with the terms of the Indenture. Each Trust
holds Securities as such term is defined in the Prospectus. For purposes of the
following discussion and opinion, it is assumed that each Security is equity for
Federal income tax purposes.
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 under the Code 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 considered to be
received by a Trust.
ii. Each Unit holder will recognize gain or loss (subject to
various nonrecognition provisions under the Code) when each respective
Trust disposes of a 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, which
generally includes sales charges, is allocated among his pro rata
portion of each 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 Security held by such Trust. For
Federal income tax purposes, a Unit holder's pro rata portion of
dividends, as defined by Section 316 of the Code, paid by a corporation
with respect to a Security held by the Trust is 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 Security which exceeds such current and accumulated
earnings and profits will first reduce a Unit holder's tax basis in
such Security and to the extent that such dividends exceed a Unit
holder's tax basis in such 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 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 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 Trusts (the "1998 TRUSTS"), if offered, will
generally be disallowed with respect to the disposition of any
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 1998 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.
A domestic corporation owning Units in a Trust may be eligible for the
70% dividends received deduction pursuant to Section 243(a) of the Code with
respect to such Unit holder'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), subject to the
limitations imposed by Section 246A of the Code. It should be noted that various
legislative proposals that would affect the dividends received deduction have
been introduced.
Section 67 of the Code provides that 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 foreign, state or local taxes or
collateral tax consequences with respect to the purchase, ownership and
disposition of Units.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No.333-25219) 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 99.1
Carter, Ledyard & Milburn
2 Wall Street
New York, New York 10005
May 6, 1997
The Chase Manhattan Bank,
As Trustee of
Delaware-Voyageur Unit Investment Trust,
Series 9
Four New York Plaza
New York, New York 10004-2413
Attn: Mr. Paul J. Holland
Vice President
Re: Delaware-Voyageur Unit Investment Trust,
Series 9, consisting of
Illinois Big Ten Equity Trust, Series 5
Minnesota Big Ten Equity Trust, Series 6
Missouri Big Ten Equity Trust, Series 5
Pacific Ten Equity Trust, Series 1
Dear Sirs:
We are acting as counsel for The Chase Manhattan Bank ("Chase") in
connection with the execution and delivery of a Standard Terms and Conditions of
Trust and a related Trust Agreement each dated as of today (collectively, the
"Indenture"), between Voyageur Fund Managers, Inc., as Depositor (the
"Depositor"), and Chase, as Trustee (the "Trustee") and Evaluator, establishing
Delaware-Voyageur Unit Investment Trust, Series 9, which consists of Illinois
Big Ten Equity Trust, Series 5, Minnesota Big Ten Equity Trust, Series 6,
Missouri Big Ten Equity Trust, Series 5 and Pacific Ten Equity Trust, Series 1
(each, a "Trust"), and the confirmation by Chase, as Trustee under the
Indenture, that it has registered on the registration books of the Trust the
ownership by the Depositor of a number of units constituting the entire interest
in the respective Trust (such aggregate units being herein called "Units"), each
of which Units represents an undivided interest in the Trust, which consists of
common stocks (including confirmation of contracts for the purchase of certain
stocks not yet delivered and cash, cash equivalents or an irrevocable letter of
credit in the amount required for such purchase upon the receipt of such
stocks), such stocks being defined in the Indenture as Securities and referenced
in the schedules to the Indenture.
We have examined the Indenture, the Closing Memorandum delivered today
by the parties to the Indenture (the "Closing Memorandum"), and such other
documents as we have deemed necessary in order to render this opinion. Based on
the foregoing, we are of the opinion that:
1. Chase is a duly organized and existing corporation having the powers
of a trust company under the laws of the State of New York.
2. The Indenture has been duly executed and delivered by Chase and,
assuming due execution and delivery by the Depositor, constitutes the valid and
legally binding obligation of Chase.
3. Chase, as Trustee, has registered on the registration books of the
Trust the ownership of the Units by the Depositor. Upon receipt of confirmation
of the effectiveness of the registration statement for the sale of the Units
filed with the Securities and Exchange Commission under the Securities Act of
1933, the Trustee may cause the Units to be registered in such names as the
Depositor may request, to or upon the order of the Depositor, as provided in
the Closing Memorandum.
4. Chase, as Trustee, may lawfully advance amounts to the Trust and may
be reimbursed, without interest, for any such advances from funds in the
interest and capital accounts, as provided in the Indenture.
In rendering the foregoing opinion, we have not considered, among other
things, whether the Securities have been duly authorized and delivered.
Very truly yours,
/s/ Carter, Ledyard & Milburn
SFL:gcm
EXHIBIT 99.2
Carter, Ledyard & Milburn
2 Wall Street
New York, New York 10005
May 6, 1997
The Chase Manhattan Bank,
As Trustee of
Delaware-Voyageur Unit Investment Trust,
Series 9
Four New York Plaza
New York, New York 10004-2413
Attn: Mr. Paul J. Holland
Vice President
Re: Delaware-Voyageur Unit Investment Trust,
Series 9, consisting of
Illinois Big Ten Equity Trust, Series 5
Minnesota Big Ten Equity Trust, Series 6
Missouri Big Ten Equity Trust, Series 5
Pacific Ten Equity Trust, Series 1
Dear Sirs:
We are acting as special counsel with respect to New York tax matters
for Delaware-Voyageur Unit Investment Trusts, Series 9, which consists of
Illinois Big Ten Equity Trust, Series 5, Minnesota Big Ten Equity Trust, Series
6, Missouri Big Ten Equity Trust, Series 5 and Pacific Ten Equity Trust, Series
1 (each, a "Trust"), which will be established under a certain Standard Terms
and Conditions of Trust and a related Trust Agreement each dated as of today
(collectively, the "Indenture") between Voyageur Fund Managers, Inc., as
Depositor (the "Depositor"), and The Chase Manhattan Bank, as Trustee (the
"Trustee") and Evaluator. Pursuant to the terms of the Indenture, units of
fractional undivided interest in the Trust (the "Units") will be issued in the
aggregate number set forth in the Indenture.
We have examined and are familiar with originals or certified copies,
or copies otherwise identified to our satisfaction, of such documents as we have
deemed necessary or appropriate for the purpose of this opinion. In giving this
opinion, we have relied upon the two opinions, each dated today and addressed to
the Trustee, of Chapman and Cutler, counsel for the Depositor, with respect to
the matters of law set forth therein.
Based upon the foregoing, we are of the opinion that:
1. The Trust will not constitute an association taxable as a
corporation under New York law, and accordingly will not be subject to the New
York State franchise tax or the New York City general corporation tax.
2. Under the income tax laws of the State and City of New York, the
income of the Trust will be considered the income of the holders of the Units.
We consent to the filing of this opinion as an exhibit to the
Registration Statement (No. 333-25219) filed with the Securities and Exchange
Commission with respect to the registration of the sale of the Units and to the
references to our name under the captions "Tax Status" and "Legal Opinions" in
such Registration Statement and the preliminary prospectus included therein.
Very truly yours,
/s/ Carter, Ledyard & Milburn
SFL:gcm
The Chase Manhattan Bank
4 New York Plaza
New York, New York 10004-2413
May 6, 1997
Voyageur Fund Managers, Inc.
One Commerce Square
Philadelphia, Pennsylvania 19103
Re: Delaware-Voyageur Unit Investment Trust, Series 9 (the "Fund")
Gentlemen:
We have examined Registration Statement File No. 333-25219 for the above
captioned trusts. We hereby acknowledge that The Chase Manhattan Bank is
currently acting as the evaluator for the Fund. We hereby consent to the use
in the Registration Statement of the reference to The Chase Manhattan Bank as
evaluator.
You are hereby authorized to file a copy of this letter with the Securities and
Exchange Commission.
Sincerely,
The Chase Manhattan Bank
EXHIBIT 6(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report included herein and to the
references to our Firm under the heading "Other Matters -- Independent Certified
Public Accountants" in the Prospectus.
KPMG PEAT MARWICK LLP
Minneapolis, Minnesota
May 6, 1997
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, director or
officer of Voyageur Fund Managers, Inc., a Minnesota corporation, hereby
constitutes and appoints, George M. Chamberlain, Jr. his true and lawful
attorney-in-fact and agent, for him and on his behalf and in his name, place and
stead, in any and all capacities, to sign, execute and affix his seal thereto
and to obtain or continue registration of any series of Delaware-Voyageur Unit
Investment Trusts; Delaware-Voyageur Tax-Exempt Trusts; any other unit
investment trust sponsored by Voyageur Fund Managers, Inc. and any predecessors,
affiliates or successors thereof whether or not in existence at the date hereof
and which may be created after the date hereof (the "Funds") under the
Investment Company Act of 1940, as amended (the "1940 Act") and of the units
representing an undivided interest in and ownership of the Securities held by
the Funds under the Securities Act of 1933, as amended (the "1933 Act"),
including the preparation and filing of appropriate Forms N-8A and N-8B-2 or
amendments thereof under the 1940 Act, and Form S-6 (or any other form in the
future designated for use by unit investment trusts) under the 1933 Act, and to
file any exemptive applications or other requests with the Securities and
Exchange Commission under said statutes and to take any action with any
regulatory authority, federal or state, relating to the registration thereof or
the issuance of units of fractional undivided interests therein, without
limitation, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the same as fully to
all intents and purposes as he might or could do if personally present, hereby
ratifying and conforming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
Signed this 6th day of May, 1997.
By: /s/ Wayne A. Stork
--------------------------------
Wayne A. Stork
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, director or
officer of Voyageur Fund Managers, Inc., a Minnesota corporation, hereby
constitutes and appoints, George M. Chamberlain, Jr. his true and lawful
attorney-in-fact and agent, for him and on his behalf and in his name, place and
stead, in any and all capacities, to sign, execute and affix his seal thereto
and to obtain or continue registration of any series of Delaware-Voyageur Unit
Investment Trusts; Delaware-Voyageur Tax-Exempt Trusts; any other unit
investment trust sponsored by Voyageur Fund Managers, Inc. and any predecessors,
affiliates or successors thereof whether or not in existence at the date hereof
and which may be created after the date hereof (the "Funds") under the
Investment Company Act of 1940, as amended (the "1940 Act") and of the units
representing an undivided interest in and ownership of the Securities held by
the Funds under the Securities Act of 1933, as amended (the "1933 Act"),
including the preparation and filing of appropriate Forms N-8A and N-8B-2 or
amendments thereof under the 1940 Act, and Form S-6 (or any other form in the
future designated for use by unit investment trusts) under the 1933 Act, and to
file any exemptive applications or other requests with the Securities and
Exchange Commission under said statutes and to take any action with any
regulatory authority, federal or state, relating to the registration thereof or
the issuance of units of fractional undivided interests therein, without
limitation, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the same as fully to
all intents and purposes as he might or could do if personally present, hereby
ratifying and conforming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
Signed this 6th day of May, 1997.
By: /s/ Richard J. Flanery
--------------------------------
Richard J. Flanery
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, director or
officer of Voyageur Fund Managers, Inc., a Minnesota corporation, hereby
constitutes and appoints, George M. Chamberlain, Jr. his true and lawful
attorney-in-fact and agent, for him and on his behalf and in his name, place and
stead, in any and all capacities, to sign, execute and affix his seal thereto
and to obtain or continue registration of any series of Delaware-Voyageur Unit
Investment Trusts; Delaware-Voyageur Tax-Exempt Trusts; any other unit
investment trust sponsored by Voyageur Fund Managers, Inc. and any predecessors,
affiliates or successors thereof whether or not in existence at the date hereof
and which may be created after the date hereof (the "Funds") under the
Investment Company Act of 1940, as amended (the "1940 Act") and of the units
representing an undivided interest in and ownership of the Securities held by
the Funds under the Securities Act of 1933, as amended (the "1933 Act"),
including the preparation and filing of appropriate Forms N-8A and N-8B-2 or
amendments thereof under the 1940 Act, and Form S-6 (or any other form in the
future designated for use by unit investment trusts) under the 1933 Act, and to
file any exemptive applications or other requests with the Securities and
Exchange Commission under said statutes and to take any action with any
regulatory authority, federal or state, relating to the registration thereof or
the issuance of units of fractional undivided interests therein, without
limitation, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the same as fully to
all intents and purposes as he might or could do if personally present, hereby
ratifying and conforming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
Signed this 6th day of May, 1997.
By: /s/ George M. Chamberlain, Jr.
--------------------------------
George M. Chamberlain, Jr.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, director or
officer of Voyageur Fund Managers, Inc., a Minnesota corporation, hereby
constitutes and appoints, George M. Chamberlain, Jr. his true and lawful
attorney-in-fact and agent, for him and on his behalf and in his name, place and
stead, in any and all capacities, to sign, execute and affix his seal thereto
and to obtain or continue registration of any series of Delaware-Voyageur Unit
Investment Trusts; Delaware-Voyageur Tax-Exempt Trusts; any other unit
investment trust sponsored by Voyageur Fund Managers, Inc. and any predecessors,
affiliates or successors thereof whether or not in existence at the date hereof
and which may be created after the date hereof (the "Funds") under the
Investment Company Act of 1940, as amended (the "1940 Act") and of the units
representing an undivided interest in and ownership of the Securities held by
the Funds under the Securities Act of 1933, as amended (the "1933 Act"),
including the preparation and filing of appropriate Forms N-8A and N-8B-2 or
amendments thereof under the 1940 Act, and Form S-6 (or any other form in the
future designated for use by unit investment trusts) under the 1933 Act, and to
file any exemptive applications or other requests with the Securities and
Exchange Commission under said statutes and to take any action with any
regulatory authority, federal or state, relating to the registration thereof or
the issuance of units of fractional undivided interests therein, without
limitation, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the same as fully to
all intents and purposes as he might or could do if personally present, hereby
ratifying and conforming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
Signed this 6th day of May, 1997.
By: /s/ David K. Downes
--------------------------------
David K. Downes
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
PROSPECTUS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH DOCUMENT.
</LEGEND>
<CIK> 0001011914
<NAME> DELAWARE-VOYAGEUR UNIT INVESTMENT TRUST, SERIES 9
<SERIES>
<NUMBER> 1
<NAME> ILLINOIS BIG TEN EQUITY TRUST, SERIES 5
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> APR-30-1998
<PERIOD-START> MAY-06-1997
<PERIOD-END> MAY-06-1997
<INVESTMENTS-AT-COST> 151,466
<INVESTMENTS-AT-VALUE> 151,466
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 11,006
<TOTAL-ASSETS> 162,472
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 13,912
<TOTAL-LIABILITIES> 13,912
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 148,560
<SHARES-COMMON-STOCK> 152,996
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 148,560
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
PROSPECTUS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH DOCUMENT.
</LEGEND>
<CIK> 0001011914
<NAME> DELAWARE-VOYAGEUR UNIT INVESTMENT TRUST, SERIES 9
<SERIES>
<NUMBER> 2
<NAME> MINNESOTA BIG TEN EQUITY TRUST, SERIES 6
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> APR-30-1998
<PERIOD-START> MAY-06-1997
<PERIOD-END> MAY-06-1997
<INVESTMENTS-AT-COST> 152,257
<INVESTMENTS-AT-VALUE> 152,257
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 13,812
<TOTAL-ASSETS> 166,069
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 16,734
<TOTAL-LIABILITIES> 16,734
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 149,335
<SHARES-COMMON-STOCK> 153,795
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 149,335
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
PROSPECTUS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH DOCUMENT.
</LEGEND>
<CIK> 0001011914
<NAME> DELAWARE-VOYAGEUR UNIT INVESTMENT TRUST, SERIES 9
<SERIES>
<NUMBER> 3
<NAME> MISSOURI BIG TEN EQUITY TRUST, SERIES 5
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> APR-30-1998
<PERIOD-START> MAY-06-1997
<PERIOD-END> MAY-06-1997
<INVESTMENTS-AT-COST> 150,645
<INVESTMENTS-AT-VALUE> 150,645
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 10,358
<TOTAL-ASSETS> 161,001
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 13,247
<TOTAL-LIABILITIES> 13,247
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 147,754
<SHARES-COMMON-STOCK> 152,167
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 147,754
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
PROSPECTUS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH DOCUMENT.
</LEGEND>
<CIK> 0001011914
<NAME> DELAWARE-VOYAGEUR UNIT INVESTMENT TRUST, SERIES 9
<SERIES>
<NUMBER> 4
<NAME> PACIFIC BIG TEN EQUITY TRUST, SERIES 1
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> APR-30-1998
<PERIOD-START> MAY-06-1997
<PERIOD-END> MAY-06-1997
<INVESTMENTS-AT-COST> 152,320
<INVESTMENTS-AT-VALUE> 152,320
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 11,376
<TOTAL-ASSETS> 163,696
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 14,299
<TOTAL-LIABILITIES> 14,299
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 149,397
<SHARES-COMMON-STOCK> 153,859
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 149,397
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
