REGISTRATION NO. 333-40777
CIK# 910929
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
REGISTRATION STATEMENT
ON
FORM S-6
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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:
RANSON UNIT INVESTMENT TRUSTS, SERIES 61
B. NAME OF DEPOSITOR:
RANSON & ASSOCIATES, INC.
C. COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES:
Ranson & Associates, Inc.
250 North Rock Road, Suite 150
Wichita, Kansas 67206-2241
D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:
Copy to:
ALEX R. MEITZNER MARK J. KNEEDY
Ranson & Associates, Inc. c/o Chapman and Cutler
250 North Rock Road, Suite 150 111 West Monroe Street
Wichita, Kansas 67206-2241 Chicago, Illinois 60603
E. TITLE OF SECURITIES BEING REGISTERED: Units of beneficial interest
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 at
2:00 P.M. on December 3, 1997 pursuant to paragraph (b) of Rule 487.
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The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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RANSON UNIT INVESTMENT TRUSTS, SERIES 61
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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
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<S> <C>
I. ORGANIZATION AND GENERAL INFORMATION
1. (a) Name of trust ) Prospectus front cover
(b) Title of securities issued ) Essential Information
2. Name and address of each depositor ) Administration of the Trust
3. Name and address of trustee ) Administration of the Trust
4. Name and address of principal underwriters ) *
5. State of organization of trust ) The Trust Fund
6. Execution and termination of trust agreement ) The Trust Fund; Administration of the Trust
7. Changes of name ) The Trust Fund
8. Fiscal year ) *
9. Litigation ) *
II. GENERAL DESCRIPTION OF THE TRUST AND
SECURITIES OF THE TRUST
10. (a) Registered or bearer securities ) Unitholders
(b) Cumulative or distributive securities ) The Trust Fund
(c) Redemption ) Redemption
(d) Conversion, transfer, etc. ) Unitholders; Market for Units
(e) Periodic payment plan ) *
(f) Voting rights ) Unitholders
(g) Notice of certificateholders ) Investment Supervision; Administration of the Trust; Unitholders
(h) Consents required ) Unitholders; Administration of the Trust
(i) Other provisions ) Federal Tax Status
11. Type of securities comprising units ) The Trust Fund; The Trust Portfolio; Portfolio
12. Certain information regarding periodic payment
certificates ) *
13. (a) Load, fees, expenses, etc. ) Essential Information; Public Offering of Units;
) Expenses of the Trust
(b) Certain information regarding periodic payment
certificates ) *
(c) Certain percentages ) Essential Information; Public Offering of Units
(d) Certain other fees, etc. payable by holders ) Unitholders
(e) Certain profits receivable by depositor, principal )
underwriters, trustee or affiliated persons ) Expenses of the Trust; Public Offering of Units
(f) Ratio of annual charges to income ) *
14. Issuance of trust's securities ) The Trust Fund; Unitholders
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15. Receipt and handling of payments from purchasers ) *
16. Acquisition and disposition of underlying securities ) The Trust Fund; The Trust Portfolio; Investment Supervision;
) Market for Units
17. Withdrawal or redemption ) Redemption; Public Offering of Units
18. (a) Receipt, custody and disposition of income ) Unitholders
(b) Reinvestment of distributions ) Unitholders
(c) Reserves or special funds ) Expenses of the Trust
(d) Schedule of distributions ) *
19. Records, accounts and reports ) Unitholders; Redemption; Administration of the Trust
20. Certain miscellaneous provisions of trust agreement )
(a) Amendment ) Administration of the Trust
(b) Termination )
(c) and (d) Trustee, removal and successor )
(e) and (f) Depositor, removal and successor )
21. Loans to security holders ) *
22. Limitations on liability ) Administration of the Trust
23. Bonding arrangements ) *
24. Other material provisions of trust agreement ) *
III. ORGANIZATION, PERSONNEL AND AFFILIATED
PERSONS OF DEPOSITOR
25. Organization of depositor ) Administration of the Trust
26. Fees received by depositor ) See Items 13(a) and 13(e)
27. Business of depositor ) Administration of the Trust
28. Certain information as to officials and affiliated )
persons of depositor ) Administration of the Trust
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 of Units
36. Suspension of sales of trust's securities ) *
37. Revocation of authority to distribute )
38. (a) Method of Distribution ) Public Offering of Units;
(b) Underwriting Agreements ) Market for Units;
(c) Selling Agreements ) Public Offering of Units
39. (a) Organization of principal underwriters ) Administration of the Trust
(b) N.A.S.D. membership of principal underwriters )
40. Certain fees received by principal underwriters ) See items 13(a) and 13(e)
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41. (a) Business of principal underwriters ) Administration of the Trust
(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 of Units
44. (a) Method of valuation ) Public Offering of Units
(b) Schedule as to offering price ) *
(c) Variation in offering price to certain persons ) Public Offering of Units
45. Suspension of redemption rights ) Redemption
46. (a) Redemption valuation ) Redemption; Market for Units; Public Offering of Units
(b) Schedule as to redemption price ) *
47. Maintenance of position in underlying securities ) Market for Units; Public Offering of Units; Redemption
V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Organization and regulation of trustee ) Administration of the Trust
49. Fees and expenses of trustee ) Expenses of the Trust
50. Trustee's lien )
VI. INFORMATION CONCERNING INSURANCE OF
HOLDERS OF SECURITIES
51. Insurance of holders of trust's securities ) Cover Page; Expenses of the Trust
VII. POLICY OF REGISTRANT
52. (a) Provisions of trust agreement with respect to )
selection or elimination of underlying securities ) The Trust Fund; Investment Supervision
(b) Transactions involving elimination of underlying )
securities )
(c) Policy regarding substitution or elimination of )
underlying securities ) Investment Supervision
(d) Fundamental policy not otherwise covered ) *
53. Tax status of Trust ) Essential Information; Portfolio; Federal Tax Status
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. Trust's securities during last ten years ) *
55. )
56. Certain information regarding periodic payment )
certificates )
57. )
58. )
59. Financial statements (Instruction 1(c) to Form S-6) ) *
<FN>
* Inapplicable, answer negative or not required
</FN>
</TABLE>
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RANSON UNIT INVESTMENT TRUSTS, SERIES 61
Nasdaq Financial Index Trust, Series 1 (the "Trust") was formed with the
investment objective of obtaining capital appreciation through investment in a
portfolio of equity securities of the companies which comprise the Nasdaq
Financial Index. By investing in substantially all of the common stocks, in
substantially the same proportions, which comprise the Nasdaq Financial Index,
the Trust seeks to produce investment results that generally correspond to the
price and yield performance of the equity securities represented by the Nasdaq
Financial Index over the term of the Trust. See "The Trust Portfolio." The
Trust is not sponsored, endorsed or promoted by or affiliated with The Nasdaq
Stock Market, Inc. or the National Association of Securities Dealers, Inc.
There is, of course, no assurance that the Trust will achieve its objective.
Units of the Trust are not deposits or obligations of, or guaranteed by, any
bank and the Units are not federally insured or otherwise protected by the
Federal Deposit Insurance Corporation and involve investment risk including loss
of principal.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The investor is advised to read and retain this Prospectus for future reference.
THE DATE OF THIS PROSPECTUS IS DECEMBER 3, 1997.
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SUMMARY
THE TRUST. Nasdaq Financial Index Trust, Series 1 (the "Trust") is a unit
investment trust included in Ranson Unit Investment Trusts, Series 61 (the
"Fund"), an investment company registered under the Investment Company Act of
1940. The Trust initially consists of securities and delivery statements (i.e.,
contracts) to purchase common stocks issued by companies selected in accordance
with the selection and weightings of stocks established by the Nasdaq Financial
Index.* The initial deposit of Securities (including contracts) into the Trust
will consist of at least 100 shares of each of the stocks which comprise the
index. Thereafter, the Sponsor intends to create and maintain a Trust portfolio
which duplicates, to the extent practicable, the weightings of stocks which
comprise the Nasdaq Financial Index. During the initial deposit period of the
Trust the Sponsor will continue to deposit Securities (including contracts for
the purchase thereof), or cash with instructions to purchase such Securities,
until at the end of such period the Trust comprises substantially all of the
stocks in the index, in substantially the same weightings as in such index (the
"Initial Adjustment Period"). The Sponsor estimates that the Initial Adjustment
Period will last no longer than 30 days following the Initial Date of Deposit
and could last as little as one day. For the criteria used by the Sponsor in
selecting the Securities, see "The Trust Portfolio-Securities Selection." The
value of all portfolio Securities and, therefore, the value of the Units will
fluctuate in value depending on the full range of economic and market influences
affecting corporate profitability, the financial condition of issuers and the
prices of equity securities in general and the Securities in particular.
Capital appreciation is, of course, dependent upon several factors including,
among other factors, the financial condition of the issuers of the Securities
(see "The Trust Portfolio").
The Trust was formed with the investment objective of obtaining capital
appreciation over the life of the Trust through investment in a portfolio of
equity securities of substantially all of the companies which comprise the
Nasdaq Financial Index. An indexing strategy attempts to track the performance
of a specific market index. As part of an overall investment strategy, indexing
may provide additional growth potential in an otherwise conservative portfolio
and blend as a companion investment to hedge an aggressive equity strategy.
There can be no assurance that the Trust's objective will be met because it may
be impracticable for the Trust to duplicate or maintain precisely the relative
weightings of the common stocks which comprise the index or to purchase all of
such stocks. Additionally, an investment in Units of the Trust includes payment
of a sales charge, fees and expenses which are not considered in the total
return of the index.
Additional Units of the Trust may be issued at any time by depositing in the
Trust additional Securities, contracts to purchase additional Securities
together with cash or irrevocable letters of credit, or cash with instructions
to purchase additional Securities. As additional Units are issued by the Trust
as a result of the deposit of additional Securities, the aggregate value of the
Securities in the Trust will be increased and the fractional undivided interest
in the Trust represented by each Unit will be decreased. The Sponsor may
continue to make additional deposits of Securities into the Trust from time to
time following the Initial Date of Deposit, provided that such additional
deposits will be in amounts which will maintain, as closely as practicable, the
proportionate relationship among each Security in the index. Thus, although
additional Units will be issued, each Unit will continue to represent
approximately the same weighting of the then current components of the index.
Precise duplication of the relationship among the Securities in the Trust may
not be achieved because it may be economically impracticable as a result of
certain economic factors or procedural policies of the Trust or because the
Trust may be restricted from investing more than 5% of its assets in certain
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* "Nasdaq(Registered Trademark)" and "Nasdaq Financial Index(Registered
Trademark)" are registered marks of The Nasdaq Stock Market, Inc. and are
licensed for use by the Trust.
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issuers. See "The Trust Fund." If the Sponsor deposits cash, existing and new
investors may experience a dilution of their investments 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 the Trust will pay the associated brokerage fees. To minimize this
effect, the Trust will attempt to purchase the Securities as close to the
Evaluation Time or as close to the evaluation prices as possible. See "The
Trust Fund."
Each Unit of the Trust initially offered represents that undivided interest in
the Trust indicated under "Essential Information" (as may be adjusted pursuant
to footnote 1 thereto). To the extent that any Units are redeemed by the
Trustee or additional Units are issued as a result of additional Securities
being deposited by the Sponsor, the fractional undivided interest in the Trust
represented by each unredeemed Unit will increase or decrease accordingly,
although the actual interest in such Trust represented by such fraction will
remain unchanged. Units will remain outstanding until redeemed upon tender to
the Trustee by Unitholders, which may include the Sponsor, or until the
termination of the Trust Agreement.
PUBLIC OFFERING PRICE. The Public Offering Price per Unit of the Trust during
the initial offering period is based on the aggregate underlying value of the
Securities, plus or minus a pro rata portion of the cash, if any, in the Income
and Capital Accounts held or owned by the Trust, plus a sales charge of 4.9% of
the Public Offering Price (equivalent to 5.152% of the net amount invested).
The secondary market Public Offering Price will be equal to the aggregate
underlying value of the Securities in the Trust, plus or minus a pro rata
portion of the cash, if any, in the Income and Capital Accounts held or owned by
the Trust, plus the sales charge indicated under "Public Offering of Units-
Public Offering Price." The sales charge is reduced on a graduated scale for
certain sales. The minimum purchase for the Trust is $1,000.
DISTRIBUTIONS OF INCOME AND CAPITAL. Dividends, if any, received by the Trust
will be distributed quarterly and any funds in the Capital Account will be
distributed annually. See "Unitholders-Distributions to Unitholders."
REINVESTMENT. Each Unitholder may elect to have distributions of income,
capital gains and/or capital on their Units automatically invested into
additional Units of the Trust without a sales charge. In addition, all
Unitholders may elect to have such distributions automatically reinvested into
shares of any Zurich Kemper Investments, Inc. front-end load mutual fund (other
than those funds sold with a contingent deferred sales charge) registered in
such Unitholder's state of residence at net asset value. Such distributions
will be reinvested without charge to the participant on each applicable
Distribution Date. See "Unitholders-Distribution Reinvestment." A current
prospectus for the reinvestment fund selected, if any, will be furnished to any
investor who desires additional information with respect to reinvestment.
MARKET FOR UNITS. While under no obligation to do so, the Sponsor intends to,
and certain dealers may, maintain a market for the Units of the Trust and offer
to repurchase such Units at prices subject to change at any time which are based
on the current underlying value of the Securities in the Trust. If the supply
of Units exceeds demand or if some other business reason warrants it, the
Sponsor and/or the dealers may either discontinue all purchases of Units or
discontinue purchases of Units at such prices. A Unitholder may also dispose of
Units through redemption at the Redemption Price on the date of tender to the
Trustee. See "Redemption-Computation of Redemption Price."
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TERMINATION. No later than the date specified under the Mandatory Termination
Date in "Essential Information," Securities will begin to be sold in connection
with the termination of the Trust and it is expected that all Securities in the
Trust will be sold within a reasonable amount of time after the Mandatory
Termination Date. The Sponsor will determine the manner, timing and execution
of the sale of the underlying Securities. At termination, Unitholders will
receive a cash distribution within a reasonable time after the Trust is
terminated. See "Unitholders-Distributions to Unitholders" and "Administration
of the Trust-Amendment and Termination."
RISK FACTORS. An investment in the 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. Additionally, it is anticipated that the identity and weighting
of the stocks in the index will change from time to time and the adverse
financial condition of a company will not result directly in its elimination
from the portfolio unless the company is removed from the index. For risk
considerations related to the Trust, see "Risk Factors."
NASDAQ(REGISTERED TRADEMARK) INDEX LICENSING AGREEMENT
The Sponsor has entered into a license agreement with The Nasdaq Stock Market,
Inc. (the "License Agreement"), under which the Trust (through the Sponsor) is
granted licenses to use the trademark and tradenames "Nasdaq" and "Nasdaq
Financial Index" solely in materials relating to the creation and issuance,
marketing and promotion of the Trust and in accordance with any applicable
federal and state securities law to indicate the source of the Nasdaq Financial
Index as a basis for determining the composition of the Trust's portfolio. As
consideration for the grant of the license, the Trust will pay to The Nasdaq
Stock Market, Inc. an annual fee equal to that amount described under "Expenses
of the Trust." If the Nasdaq Financial Index ceases to be compiled or made
available or the anticipated correlation between Trust and the Nasdaq Financial
Index is not maintained, the Sponsor may direct that the Trust continue to be
operated using the Nasdaq Financial Index as it existed on the last date on
which it was available or may direct that the Trust Agreement be terminated (see
"Administration of the Trust-Amendment and Termination").
Neither the Trust nor the Unitholders are entitled to any rights whatsoever
under the foregoing licensing arrangements or to use any of the covered
trademarks or to use the Nasdaq Financial Index, except as specifically
described herein or as may be specified in the Trust Agreement.
The Trust is not sponsored, endorsed, sold or promoted by The Nasdaq Stock
Market, Inc. (including its affiliates) (the "Corporations"). The Corporations
have not passed on the legality or suitability of, or the accuracy or adequacy
of descriptions and disclosures relating to, the Trust or Units of the Trust.
The Corporations make no representation or warranty, express or implied to the
owners of Units of the Trust or any member of the public regarding the
advisability of investing in securities generally or in Units of the Trust
particularly or the ability of the Nasdaq Financial Index to track general stock
market performance. The Corporations' only relationship to the Sponsor
("Licensee") and the Trust is in the licensing of certain trademarks, service
marks, and trade names of the Corporations and the use of the Financial Index
which is determined, composed and calculated by Nasdaq without regard to the
Licensee, the Trust or Unitholders of the Trust. Nasdaq has no obligation to
take the needs of the Licensee or the owners of the Trust into consideration in
determining, composing or calculating the Nasdaq Financial Index. The
Corporations are not responsible for and have not participated in the
determination of the timing of, prices at, or quantities of the Units of the
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Trust to be issued or in the determination or calculation of the equation by
which the Units of such Trust are to be converted into cash. The Corporations
have no liability in connection with the administration or operations of the
Trust, marketing or trading of Units of the Trust.
THE CORPORATIONS DO NOT GUARANTEE THE ACCURACY AND/OR UNINTERRUPTED CALCULATION
OF THE NASDAQ FINANCIAL INDEX OR ANY DATA INCLUDED THEREIN. THE CORPORATIONS
MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE,
OWNERS OF UNITS OF THE TRUST, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE
NASDAQ FINANCIAL INDEX OR ANY DATA INCLUDED THEREIN. THE CORPORATIONS MAKE NO
EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIM ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
NASDAQ FINANCIAL INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF
THE FOREGOING, IN NO EVENT SHALL THE CORPORATIONS HAVE ANY LIABILITY FOR ANY
SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS),
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
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RANSON UNIT INVESTMENT TRUST, SERIES 61
ESSENTIAL INFORMATION
AS OF DECEMBER 2, 1997*
SPONSOR, SUPERVISOR AND EVALUATOR: RANSON & ASSOCIATES, INC.
TRUSTEE: THE BANK OF NEW YORK
LICENSOR: THE NASDAQ STOCK MARKET, INC.
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<S> <C>
Number of Units (1) 47,162
Fractional Undivided Interest Per Unit (1) 1/47,162
Public Offering Price:
Aggregate Value of Securities in Portfolio (2) $448,506
Aggregate Value of Securities per Unit $ 9.51
Plus Sales Charge of 4.9% (5.152% of net amount invested) $ .49
Public Offering Price Per Unit (3) $ 10.00
Redemption Price Per Unit and Sponsor's Initial Repurchase
Price Per Unit $ 9.51
Excess of Public Offering Price Per Unit over Redemption
Price Per Unit and over Sponsor's Initial Repurchase Price
Per Unit $ .49
Estimated Annual Organizational Expense per Unit (4) $ .007
</TABLE>
<TABLE>
<S> <C>
Minimum Value of the Trust under which Trust Agreement
may be Terminated 40% of aggregate value of Securities at
deposit
Liquidation Period February 1, 2004 through February 28, 2004
Mandatory Termination Date January 31, 2004
Supervisor's Annual Surveillance Fee Maximum of $.003 per Unit
Evaluator's Annual Evaluation Fee Maximum of $.0029 per Unit
Trustee's Annual Fee $.0086 per Unit
Evaluation Time 3:15 p.m. Central Time
Record and Computation Dates (5) FIRST day of January, April, July and October
Distribution Dates (5) FIFTEENTH day of January, April, July and
October
</TABLE>
* The business day prior to the Initial Date of Deposit
(1) As of the close of business on the Initial Date of Deposit, the number
of Units may be adjusted so that the aggregate value of Securities per Unit
will equal approximately $10. Therefore, to the extent of any such
adjustment the fractional undivided interest per Unit will increase or
decrease from the amounts indicated above.
(2) Each Security is valued at the closing sale price on the Nasdaq National
Market.
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(3) On the Initial Date of Deposit there will be no accumulated dividends in
the Income Account. Anyone ordering Units after such date will pay his pro
rata share of any accumulated dividends in such Income Account.
(4) The Trust (and therefore Unitholders) will bear all or a portion of its
organizational 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 portfolio 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. It is intended that total
organizational expenses will be amortized over a five year period or the
life of the Trust if less than five years. See "Expenses of the Trust"
and "Statement of Net Assets." Historically, the sponsors of unit
investment trusts have paid all the costs of establishing such trusts.
(5) Distributions from the Capital Account and capital gains distributions,
if any, will normally be made in December, as required.
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THE TRUST FUND
Ranson Unit Investment Trusts, Series 61 (the "Fund") includes one underlying
unit investment trust designated as Nasdaq Financial Index Trust, Series 1 (the
"Trust"). The Fund was created under the laws of the State of New York pursuant
to a trust indenture (the "Trust Agreement") dated the date of this prospectus
(the "Initial Date of Deposit") between Ranson & Associates, Inc. (the
"Sponsor") and The Bank of New York (the "Trustee").*
The Trust contains common stocks issued by substantially all of the companies
which comprise the Nasdaq Financial Index. As used herein, the term
"Securities" means the common stocks (including contracts for the purchase
thereof) initially deposited in the Trust and described in the portfolio and any
additional common stocks acquired and held by the Trust pursuant to the
provisions of the Trust Agreement.
On the Initial Date of Deposit, the Sponsor delivered to the Trustee Securities
or contracts for the purchase thereof for deposit in the Trust. This initial
deposit into the Trust consisted of at least 100 shares of each of the stocks
which comprise the Nasdaq Financial Index. During the Initial Adjustment
Period, the Sponsor intends to create and maintain a Trust portfolio which
duplicates, to the extent practicable, the weightings of stocks which comprise
the index. The Sponsor anticipates that within the Initial Adjustment Period,
the Trust will comprise the stocks in the index in substantially the same
weightings as in such index. In connection with any deposit of Securities,
purchase and sale transactions will be effected in accordance with computer
program output showing which Securities are under- or over-represented in the
Trust portfolio. Neither the Sponsor nor the Trustee will exercise any
investment discretion in connection with such transactions. Precise duplication
of the relationship among the Securities in the index may not be achieved
because it may be economically impracticable or impossible to acquire very small
numbers of shares of certain stocks and because of other procedural policies of
the Trust, but correlation between the performance of the index and the Trust
portfolio is expected to be between .97 and .99. See "The Trust Portfolio."
By investing in substantially all of the common stocks, in substantially the
same proportions, which comprise the Nasdaq Financial Index, the Trust seeks to
produce investment results that generally correspond to the price and yield
performance of the equity securities represented by such index over the term of
the Trust. Due to various factors discussed below, there can be no assurance
that this objective will be met. An investment in Units of the Trust should be
made with an understanding that the Trust includes payments of a sales charge,
fees and expenses which may not be considered in public statements of the total
return of the index.
Subsequent to the Initial Date of Deposit, the Sponsor may deposit additional
Securities in the Trust, contracts to purchase additional Securities along with
cash (or a bank letter of credit in lieu of cash) to pay for such contracted
Securities or cash (including a letter of credit) with instructions to purchase
additional Securities, maintaining, as closely as practicable the same
proportionate relationship among the Securities in the portfolio as reflected in
the index. Thus, although additional Units will be issued, each Unit of the
Trust will continue to represent approximately a weighting of the then current
components of the index at any such deposit. Precise duplication of the
relationship among the Securities in the Trust may not be achieved because it
may be economically impracticable as a result of certain economic factors and
procedural policies of the Trust such as (1) price movements of the various
Securities will not duplicate one another, (2) the Sponsor's current intention
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* Reference is made to the Trust Agreement and any statement contained herein
is qualified in its entirety by the provisions of the Trust Agreement.
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is to purchase shares of the Securities in round lot quantities only, (3)
reinvestment of excess proceeds not needed to meet redemptions of Units may not
be sufficient to acquire equal round lots of all the Securities in the Trust and
(4) reinvestment of proceeds received from Securities which are no longer
components of the index might not result in the purchase of an equal number of
shares in any replacement Security. In addition, investors should be aware that
the Trust may not invest more than 5% of its assets in the stock of any issuer
that derives more than 15% of its revenues from securities-related activities
due to restrictions imposed by the Investment Company Act of 1940. Accordingly,
the Trust may not be able to replicate the weighting of certain stocks in the
Nasdaq Financial Index. To the extent the Trust is limited by this restriction
with respect to a stock, the Trust will seek to invest up to 5% of its assets in
such stock and increase the investment in all other issuers equally. If the
Sponsor deposits cash with instructions to purchase Securities, existing and new
investors may experience a dilution of their investments 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 the Trust will pay the associated brokerage fees. To minimize this
effect, the Trust will attempt to purchase the Securities as close to the
Evaluation Time or as close to the evaluation prices as possible.
The Trust consists of (a) the Securities listed under "Portfolio" as may
continue to be held from time to time in the Trust (b) any additional Securities
acquired and held by the Trust pursuant to the provisions of the Trust Agreement
and (c) any cash held in the Income and Capital Accounts of the Trust. 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 the 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.
On the Initial Date of Deposit, the Sponsor delivered to the Trustee Securities
or contracts for the purchase thereof for deposit in the Trust. For the
Securities so deposited, the Trustee delivered to the Sponsor documentation
evidencing the ownership of that number of Units of the Trust set forth under
"Essential Information."
THE TRUST PORTFOLIO
The Trust portfolio will consist of as many of the Nasdaq Financial Index stocks
as is feasible in order to achieve the Trust's objective of attempting to
provide investment results that duplicate substantially the total return of the
Nasdaq Financial Index. Following the Initial Adjustment Period, the Trust is
expected to be invested in no less than 95% of the stocks comprising the index.
Although it may be impracticable for the Trust to own certain of such stocks at
any time, the Sponsor expects to maintain a correlation between the performance
of the Trust portfolio and that of the Nasdaq Financial Index of between .97 and
.99. Adjustments to the Trust portfolio will be made on an ongoing basis in
accordance with the computer program output to match the weightings of the
Securities as closely as is feasible with their weightings in the index as the
Trust invests in new Securities in connection with the creation of additional
Units, as companies are dropped from or added to such index or as Securities are
sold to meet redemptions. These adjustments will be made on the business day
following the relevant transaction in accordance with computer program output
showing which of the Securities are under- or over-represented in the Trust
portfolio. Adjustments may also be made from time to time to maintain the
appropriate correlation between the Trust and the index. The proceeds from any
sale will be invested in those Securities which the computer program indicates
are most under-represented in the portfolio. See "Investment Supervision."
9
<PAGE>
Due to changes in the composition of the Nasdaq Financial Index, adjustments to
the Trust portfolio may be made from time to time. It is anticipated that most
of such changes in the Nasdaq Financial Index will occur as a result of merger
or acquisition activity. In such cases, the Trust, as a shareholder of an
issuer which is the object of such merger or acquisition activity, will
presumably receive various offers from potential acquirers of the issuer. The
Trustee is not permitted to accept any such offers until such time as the issuer
has been removed from the Nasdaq Financial Index. Since, in most cases, an
issuer is removed from the index only after the consummation of a merger or
acquisition, it is anticipated that the Trust will generally acquire, in
exchange for the stock of the deleted issuer, the consideration that is being
offered to shareholders of that issuer who have not tendered their shares prior
to that time. Any cash received as consideration in such transactions will be
reinvested in the most under-represented Securities as determined by the
computer program output. Any securities received as consideration which are not
included in the index will be sold as soon as practicable and will also be
reinvested in the most under-represented Securities as determined by the
computer program output.
In attempting to duplicate the proportionate relationships represented by the
index, the Sponsor does not anticipate purchasing or selling stock in quantities
of less than round lots (100 shares). In addition, certain Securities may not
be available in the quantities specified by the computer program. For these
reasons, among others, precise duplication of the proportionate relationships in
the index may not be possible but will continue to be the goal of the Trust in
connection with acquisitions or dispositions of Securities. See "Investment
Supervision." As the holder of the Securities, the Trustee will have the right
to vote all of the voting stocks in the Trust portfolio and will vote such
stocks in accordance with the instructions of the Sponsor.
Investors should note that the Trust is not sponsored, endorsed or promoted by
or affiliated with The Nasdaq Stock Market, Inc. and The Nasdaq Stock Market,
Inc. makes no representation, express or implied, to the Trust or Unitholders
regarding the advisability of investing in an index investment or unit
investment trusts generally or in the Trust specifically or the ability of the
index to track general stock market performance.
Although there can be no assurance that such Securities will appreciate in value
over the life of the Trust, over time stock investments have generally out-
performed most other asset classes. However, it should be remembered that
common stocks carry greater risks, including the risk that the value of an
investment can decrease (see "Risk Factors-Certain Investment Considerations"),
and past performance is no guarantee of future results.
THE NASDAQ FINANCIAL INDEX
The Nasdaq Financial Index is composed of 100 of the largest financial Nasdaq
National Market common stocks. Nasdaq, which represents the fastest growing
stock market in the U.S., is also one of the first fully electronic stock
markets in the world. This modern-day securities market began operations in
1971 and today lists more companies than any other market in the U.S. The
Nasdaq Financial Index is limited to one issue per company. Only domestic
issues are included. In the event a security is deleted from the Nasdaq
Financial Index, the largest financial issue not then in the Nasdaq Financial
Index which meets the applicable criteria will be substituted. The Nasdaq Stock
Market, Inc. has established procedures for, and controls over, substitutions of
securities and may periodically, at its discretion, make changes in component
stocks so that the index will more accurately reflect the overall composition of
the financial sector of The Nasdaq Stock Market. Each security in the Nasdaq
Financial Index is represented by its market capitalization in relation to the
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<PAGE>
total market value of the Nasdaq Financial Index. Companies are selected using
criteria that includes company trading volume, company visibility, and
continuity of the components in the Nasdaq Financial Index. As of December 2,
1997, the Nasdaq Financial Index was comprised of the following industry
sectors: Banks, (59.6%), Savings & Loans (19.5%), Insurance (14.8%),
Diversified Financial Services (4.4%) and Miscellaneous Financial (1.7%).
The table below illustrates the characteristics of the average company included
in the Nasdaq Financial Index as of the end of 1996. It is important to note
that, unless provided otherwise, the data included in the table encompasses
average data, not the total data of all companies in the Nasdaq Financial Index
and is not intended to describe or predict the financial data, returns or
characteristics of any company included or to be included in the Nasdaq
Financial Index.
<TABLE>
<CAPTION>
FINANCIAL CHARACTERISTICS (MILLIONS) TRADING CHARACTERISTICS
<S> <C> <C> <C>
Total Assets $6,285.7 Share Price $ 36.26
Shareholders' Equity $ 669.1 Number of Market Makers 12.7
Total Revenues $ 692.9 1996 Total Share Volume (millions)(b) 2,249.0
Net Income $ 79.4 Total Percent Block Volume(b) 37.4%
Shares Outstanding 35.6 Total Percent of Shares Held by
Market Value of Shares Outstanding $1,291.6 Institutions(c) 39.1%
P/E Ratio for Total Index(a,b) 16.3
- --------------------
<FN>
(a) Total market value divided by total earnings
(b) These figures represent total data for all index companies.
(c) Through September 30, 1996.
</FN>
</TABLE>
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<PAGE>
The following table depicts the Year-End Index Value for the Nasdaq Financial
Index from inception (February 1, 1985) through October 31, 1997. The formula
used in calculating the Nasdaq Financial Index Level is described below. The
table does not reflect reinvestment of dividends. Investors should note that
the figures below represent past performance of the Nasdaq Financial Index and
not the future performance of the Nasdaq Financial Index or the Trust (which
includes certain fees and expenses). Past performance is, of course, no
guarantee of future results.
<TABLE>
<CAPTION>
YEAR-END ANNUAL RETURN
INDEX (EXCLUDING
YEAR VALUE DIVIDENDS)
- ---- --------- -------------
<S> <C> <C>
February 1, 1985 250.00 -
1985 326.95 30.78%
1986 354.59 8.45%
1987 311.55 (12.14%)
1988 364.45 16.98%
1989 430.32 18.07%
1990 327.90 (23.80%)
1991 510.20 59.60%
1992 699.92 37.19%
1993 734.11 4.88%
1994 701.27 (4.47%)
1995 1,017.94 45.16%
1996 1,301.78 27.88%
1997 YTD 1,822.37 39.99%
Total Return Since Inception 628.95%
</TABLE>
Because the Trust is sold to the public at net asset value plus the applicable
sales charge, and the expenses of the Trust are deducted before making
distributions to Unitholders, investment in the Trust would have resulted in
investment performance to Unitholders somewhat reduced from that reflected in
the above table.
The Nasdaq Financial Index is market value weighted. The representation of each
security in the Nasdaq Financial Index is proportional to its last sale price
times the total number of shares outstanding, in relation to the total market
value of the Nasdaq Financial Index. The level of the Nasdaq Financial Index is
calculated as follows:
Nasdaq Financial Index Level = Current Market Value X 250
--------------------
Adjusted Base Period
Market Value
Adjusted Base Period = Current Market Value X Previous Base
After Adjustments Period Market Value
--------------------
Current Market Value
Before Adjustments
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The numeric value level of the Nasdaq Financial Index was established at 250
prior to the opening of the market on February 1, 1985. The level of the Nasdaq
Financial Index will only change as a result of the price changes occurring
between the opening and closing of the market. Adjustments for securities being
added to or deleted from the Nasdaq Financial Index, or capitalization changes
of adjustments, will take place during the system maintenance process which
occurs after the market has closed. These adjustments will result in value
changes to the current market value and adjusted base period market value, but
will not in and of themselves alter the level of the Nasdaq Financial Index.
The Nasdaq Financial Index is also adjusted to account for stock splits and
stock dividends during the system maintenance process. The system makes a price
adjustment, however, to account for the increased number of shares outstanding
from such an action with the result being that the current market value does not
change.
In case of cash dividends other than extraordinary dividends, no system
adjustment is made. The Nasdaq Financial Index formula relies on market forces
to determine the level of the Nasdaq Financial Index. Neither the current
market value nor the adjusted base period market value are adjusted to reflect
ordinary cash dividends. At its discretion, The Nasdaq Stock Market, Inc. may
temporarily suspend Nasdaq Financial Index securities from the calculation of
the Nasdaq Financial Index or adjust the Nasdaq Financial Index divisor in those
instances where an unusual cash dividend or spin-off might unduly influence the
level of the Nasdaq Financial Index. The Nasdaq Stock Market, Inc. disseminates
calculations of the Nasdaq Financial Index via Level 2 and Level 3 Nasdaq
service and makes the index calculation available to information vendors and the
print media.
RISK FACTORS
General. An investment in Units of the Trust should be made with an
understanding of the risks inherent in an investment in equity securities,
including the risk that the financial condition of issuers of the Securities may
become impaired or that the general condition of the stock market may worsen
(both of which may contribute directly to a decrease in the value of the
Securities and thus, in the value of the Units) or the risk that holders of
common stock have a right to receive payments from the issuers of those stocks
that is generally inferior to that of creditors of, or holders of debt
obligations issued by, the issuers and that the rights of holders of common
stock generally rank inferior to the rights of holders of preferred stock.
Common stocks are especially susceptible to general stock market movements and
to volatile increases and decreases in value as market confidence in and
perceptions of the issuers change. These perceptions are based on unpredictable
factors including expectations regarding government, economic, monetary and
fiscal policies, inflation and interest rates, economic expansion or
contraction, and global or regional political, economic or banking crises.
Because the Nasdaq Financial Index generally includes a concentration of
financial and financial related companies, an investment in Units of the Trust
should be made with an understanding of the characteristics of the financial
industry and the risks which such an investment may entail. Banking
institutions and thrift institutions are especially subject to the adverse
effects of economic recession, volatile interest rates, portfolio concentrations
in geographic markets and in commercial and residential real estate loans, and
competition from new entrants in their fields of business. Economic conditions
in the real estate markets can have a significant effect upon banking
institutions and thrift institutions because they generally have a substantial
percentage of their assets invested in loans secured by real estate. Banking
institutions and thrift institutions are subject to extensive federal regulation
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<PAGE>
and, when such institutions are state-chartered, to state regulation as well.
Regulatory actions, such as increases in the minimum capital requirements
applicable to commercial banks and thrifts and increases in deposit insurance
premiums required to be paid by commercial banks and thrifts to the FDIC, can
negatively impact earnings and the ability of an institution to pay dividends.
Furthermore, neither federal insurance of deposits nor governmental regulation,
however, ensures the solvency or profitability of banking institutions or thrift
institutions, or insures against any risk of investment in the securities issued
by such institutions.
Financial institutions and their holding companies are extensively regulated
under federal and state laws. As a result, the business, financial condition
and prospects of banks and thrifts can be materially affected not only by
management decisions and general economic conditions, but also by applicable
statutes and regulations and other regulatory pronouncements and policies
promulgated by regulatory agencies with jurisdiction over the banks and thrifts,
such as the Board of Governors of the Federal Reserve System ("FRB"), the Office
of the Comptroller of the Currency ("OCC"), the Office of Thrift Supervision
(the "OTS"), the Federal Deposit Insurance Corporation ("FDIC") and the state
banking regulators. The effect of such statutes, regulations and other
pronouncements and policies can be significant, cannot be predicted with a high
degree of certainty and can change over time. Furthermore, such statutes,
regulations and other pronouncements and policies are intended to protect
depositors and the FDIC's deposit insurance funds, not to protect stockholders.
Bank and thrift holding companies as well as their subsidiary banks and thrifts
are subject to enforcement actions by their regulators for regulatory
violations. In addition to compliance with statutory and regulatory limitations
and requirements concerning financial and operating matters, regulated financial
institutions must file periodic and other reports and information with their
regulators and are subject to examination by each of their regulators.
The statutory requirements applicable to and regulatory supervision of bank and
thrift holding companies and their subsidiary banks and thrifts have increased
significantly and have undergone substantial change in recent years. To a great
extent, these changes are embodied in the Financial Institutions Reform,
Recovery and Enforcement Act ("FIRREA"), enacted in August 1989, the Federal
Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA"), enacted in
December 1991, and the regulations promulgated under FIRREA and FDICIA. The
impact of regulations promulgated pursuant to FDICIA on the business and
financial condition and prospects of banks and thrifts cannot be predicted with
certainty. Banks and thrifts currently face significant competition from other
financial institutions such as mutual funds, securities and brokerage companies,
credit unions, mortgage banking corporations and insurance companies, and
increased competition may result from broadening national interstate banking
powers and liberalization of certain restrictions on the activities of nonbank
subsidiaries of banks and thrifts. Many of these competitors are much larger in
total assets and capitalization, have greater access to capital markets and
offer a broader array of financial services than the issuers of the Securities.
There can be no assurance that such issuers will be able to compete effectively
in their markets, and the results of operations could be adversely affected if
circumstances affecting the nature or level of competition change.
Federal legislation became effective in 1995 which serves to lessen or remove
certain legal barriers to interstate banking and branching by financial
institutions. The legislation may result in an increase in the nationwide
consolidation activity occurring among financial institutions by facilitating
interstate bank operations and acquisitions. The legislation does, however,
allow states to "opt out" of interstate branching and certain states have opted
out of the legislation. The effects of changes in interstate banking cannot be
predicted, however, it is likely that there will be increased competition within
the regional banking industry which could have an adverse impact on certain
14
<PAGE>
issuers. In addition, the Federal Reserve Board has approved applications by
bank holding companies to engage, through nonbank subsidiaries, in certain
securities-related activities, provided that the subsidiaries would not be
"principally engaged" in such activities for purposes of Section 20 of the
Glass-Steagall Act. In certain situations, holding companies may be able to
use such subsidiaries to underwrite and deal in corporate debt and equity
securities. The Federal Reserve Board has recently liberalized the standards
used in determining whether a subsidiary is principally engaged in such
activities. From time to time bills have been introduced in Congress that
would remove many of the Glass-Steagall Act restraints, although no
comprehensive bill has been enacted to date. This and any future
liberalization of Glass-Steagall could result in increased competition
which could have an adverse impact on certain issuers. The Sponsor makes
no prediction as to what, if any, additional bank and thrift regulatory
reform might be adopted or what ultimate effect such reform might have on
the Trust's portfolio.
The Trust also consists of companies engaged in investment banking, brokerage
and investment management. Such companies include brokerage firms,
broker/dealers, investment banks, finance companies and mutual fund companies.
Earnings and share prices of companies in this industry are quite volatile, and
often exceed the volatility levels of the market as a whole. Major determinants
of future earnings of these companies are the direction of the stock market,
investor confidence, equity transaction volume, the level and direction of long-
term and short-term interest rates, and the outlook for emerging markets.
Negative trends in any of these earnings determinants could have a serious
adverse effect on the financial stability, as well as the stock prices, of these
companies. Furthermore, there can be no assurance that the issuers of the
Securities included in the Trust will be able to respond timely to compete in
the rapidly developing marketplace. In addition to the foregoing, profit
margins of these companies continue to shrink due to the commoditization of
traditional businesses, new competitors, capital expenditures on new technology
and the pressures to compete globally.
Certain Investment Considerations. Holders of common stock incur more risk than
the holders of preferred stocks and debt obligations because common
stockholders, as owners of the entity, have generally inferior rights to receive
payments from the issuer in comparison with the rights of creditors of, or
holders of debt obligations or preferred stock issued by the issuer. Holders of
common stock of the type held by the Trust have a right to receive dividends
only when and if, and in the amounts, declared by the issuer's Board of
Directors and to participate in amounts available for distribution by the issuer
only after all other claims on the issuer have been paid or provided for. By
contrast, holders of preferred stock have the right to receive dividends at a
fixed rate when and as declared by the issuer's Board of Directors, normally on
a cumulative basis, but do not participate in other amounts available for
distribution by the issuing corporation. Cumulative preferred stock dividends
must be paid before common stock dividends and any cumulative preferred stock
dividend omitted is added to future dividends payable to the holders of
cumulative preferred stock. Preferred stocks are also entitled to rights on
liquidation which are senior to those of common stocks. Moreover, common stocks
do not represent an obligation of the issuer and therefore do not offer any
assurance of income or provide the degree of protection of capital debt
securities. Indeed, the issuance of debt securities or even preferred stock
will create prior claims for payment of principal, interest, liquidation
preferences and dividends which could adversely affect the ability and
inclination of the issuer to declare or pay dividends on its common stock or the
rights of holders of common stock with respect to assets of the issuer upon
liquidation or bankruptcy. Further, unlike debt securities which typically have
a stated principal amount payable at maturity (whose value, however, will be
subject to market fluctuations prior thereto), common stocks have neither a
fixed principal amount nor a maturity and have values which are subject to
market fluctuations for as long as the stocks remain outstanding. The value of
the Securities in the portfolios thus may be expected to fluctuate over the
entire life of the Trust to values higher or lower than those prevailing on the
Initial Date of Deposit.
15
<PAGE>
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 Trust is restricted under the
Investment Company Act of 1940 from selling Securities to the Sponsor. The
price at which the Securities may be sold to meet redemptions and the value of
the Trust will be adversely affected if trading markets for the Securities are
limited or absent.
The Trust Agreement authorizes the Sponsor to increase the size of the Trust and
the number of Units thereof by the deposit of additional Securities, or cash
(including a letter of credit) with instructions to purchase additional
Securities, in the Trust and the issuance of a corresponding number of
additional Units. If the Sponsor deposits cash, existing and new investors may
experience a dilution of their investments 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 the Trust
will pay the associated brokerage fees. To minimize this effect, the Trust will
attempt to purchase the Securities as close to the Evaluation Time or as close
to the evaluation prices as possible.
Litigation and Legislation. From time to time Congress considers proposals to
reduce the rate of the dividends-received deduction. Enactment into law of a
proposal to reduce the rate would adversely affect the after-tax return to
investors who can take advantage of the deduction. Unitholders are urged to
consult their own tax advisers. Further, at any time after the Initial Date of
Deposit, litigation may be initiated on a variety of grounds, or legislation may
be enacted with respect to the Securities in the Trust or the issuers of the
Securities. There can be no assurance that future litigation or legislation
will not have a material adverse effect on the Trust or will not impair the
ability of issuers to achieve their business goals.
FEDERAL TAX STATUS
The Trust has elected and intends to qualify on a continuing basis for special
federal income tax treatment as a "regulated investment company" under the
Internal Revenue Code of 1986, as amended (the "Code"). If the Trust so
qualifies and timely distributes to Unitholders 90% or more of its taxable
income (without regard to its net capital gain, i. e., the excess of its net
long-term capital gain over its net short-term capital loss), it will not be
subject to federal income tax on the portion of its taxable income (including
any net capital gain) that it distributes to Unitholders. In addition, to the
extent the Trust timely distributes to Unitholders at least 98% of its taxable
income (including any net capital gain), it will not be subject to the 4% excise
tax on certain undistributed income of "regulated investment companies."
Because the Trust intends to timely distribute its taxable income (including any
net capital gain), it is anticipated that the Trust will not be subject to
federal income tax or the excise tax. Although all or a portion of the Trust's
taxable income (including any net capital gain) for the taxable year may be
distributed to Unitholders shortly after the end of the calendar year, such a
distribution will be treated for federal income tax purposes as having been
received by Unitholders during the calendar year just ended.
Distributions to Unitholders of the Trust's taxable income (other than its net
capital gain) will be taxable as ordinary income to Unitholders. To the extent
that distributions to a Unitholder in any year exceed the Trust's current and
accumulated earnings and profits, they will be treated as a return of capital
16
<PAGE>
and will reduce the Unitholder's basis in his Units and, to the extent that they
exceed his basis, will be treated as a gain from the sale of his Units as
discussed below. 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 Trust's Securities.
Unitholders should consult their own tax advisors with regard to the calculation
of basis.
Distributions of the Trust's net capital gain which are properly designated as
capital gain dividends by the Trust will be taxable to Unitholders as long-term
capital gain, regardless of the length of time the Units have been held by a
Unitholder. However, if a Unitholder receives a long-term capital gain dividend
(or is allocated a portion of the Trust's undistributed long-term capital gain)
and sells his Units at a loss prior to holding them for six months, such loss
will be characterized as long-term capital loss to the extent of such long-term
capital gain received as a dividend or allocated to a Unitholder. A Unitholder
may recognize a taxable gain or loss if the Unitholder sells or redeems his
Units. Any gain or loss arising from (or treated as arising from) the sale or
redemption of Units will generally be a capital gain or loss, except in the case
of a dealer or a financial institution. The Taxpayer Relief Act of 1997 (the
"1997 Act") provides that for taxpayers other than corporations, net capital
gain (which is defined as net long-term capital gain over net short-term capital
loss for the taxable year) is subject to a maximum marginal stated tax rate of
either 28% or 20%, depending upon the holding periods of the capital assets.
Capital gain or loss is long-term if the holding period for the asset is more
than one year, and is short-term if the holding period for the asset is one
year or less. The date on which a Unit is acquired (i.e., the "trade date") is
excluded for purposes of determining the holding period of the Unit.
Generally, capital gains realized from assets held for more than one year but
not more than 18 months are taxed at a maximum marginal stated tax rate of 28%
and capital gains realized from assets (with certain exclusions) held for more
than 18 months are taxed at a maximum marginal stated tax rate of 20% (10% in
the case of certain taxpayers in the lowest tax bracket). Further, capital
gains realized from assets held for one year or less are taxed at the same rates
as ordinary income. Legislation is currently pending that provides the
appropriate methodology that should be applied in netting the realized capital
gains and losses. Such legislation is proposed to be effective retroactively
for tax years ending after May 6, 1997. Note, however, that the 1997 Act
provides that the application of the rules described above in the case of pass-
through entities such as the Trust will be prescribed in future Treasury
Regulations. The Internal Revenue Service has released preliminary guidance
which provides that, in general, pass-through entities such as the Trust may
designate their capital gains dividends as either a 20% rate gain distribution
or a 28% rate gain distribution, depending on the nature of the gain received by
the pass-through entity. Unitholders should consult their own tax advisors as
to the tax rate applicable to capital gain dividends. It should be noted that
legislative proposals are introduced from time to time that affect tax rates and
could affect the relative differences at which ordinary income and capital gains
are taxed.
In addition, please note that capital gains may be recharacterized as ordinary
income in the case of certain financial transactions that are considered
"conversion transactions" effective for transactions entered into after April
30, 1993. Unitholders and prospective investors should consult with their tax
advisers regarding the potential effect of this provision on their investment in
Units. The 1997 Act includes provisions that treat certain transactions designed
to reduce or eliminate risk of loss and opportunities for gain (e.g. short
sales, offsetting notional principal contracts, futures or forward contracts or
similar transactions) as constructive sales for purposes of recognition of gain
(but not loss) and for purposes of determining the holding period.
Distributions which are taxable as ordinary income to Unitholders will
constitute dividends for federal income tax purposes. When Units are held by
corporate Unitholders, Trust distributions may qualify for the 70% dividends-
received deduction, subject to the limitations otherwise applicable to the
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<PAGE>
availability of the deduction, to the extent the distribution is attributable to
dividends received by the Trust from United States corporations (other than real
estate investment trusts) and is designated by the Trust as being eligible for
such deduction. To the extent dividends received by the Trust are attributable
to foreign corporations, a corporation that owns Units will not be entitled to
the dividends-received deduction with respect to its pro rata portion of such
dividends, since the dividends-received deduction is generally available only
with respect to dividends paid by domestic corporations. The Trust will provide
each Unitholder with information annually concerning what part of Trust
distributions are eligible for the dividends-received deduction.
Under the Code, certain miscellaneous itemized deductions, such as investment
expenses, tax return preparation fees and employee business expenses, will be
deductible by individuals only to the extent they exceed 2% of adjusted gross
income. Miscellaneous itemized deductions subject to this limitation under
present law do not include expenses incurred by the Trust so long as the Units
are held by or for 500 or more persons at all times during the taxable year or
another exception is met. In the event the Units are held by fewer than 500
persons, additional taxable income may be realized by the individual (and other
noncorporate) Unitholders in excess of the distributions received by the Trust.
Distributions reinvested into additional Units of the Trust will be taxed to a
Unitholder in the manner described above (i. e., as ordinary income, long-term
capital gain or as a return of capital).
The federal tax status of each year's distributions will be reported to
Unitholders and to the Internal Revenue Service. 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.
A Unitholder who is a foreign investor (i.e., an investor other than a United
States citizen or resident or a United States corporation, partnership, estate
or trust) should be aware that, generally, subject to applicable tax treaties,
distributions from the Trust which constitute dividends for Federal income tax
purposes (other than dividends which the Trust designates as capital gain
dividends) will be subject to United States income taxes including withholding
taxes. However, distributions received by a foreign investor from the Trust
that are designated by the Trust as capital gain dividends should not be subject
to United States Federal income taxes, including withholding taxes, if all of
the following conditions are met (i) the capital gain dividend is not
effectively connected with the conduct by the foreign investor of a trade or
business within the United States, (ii) the foreign investor (if an individual)
is not present in the United Sates for 183 days or more during his or her
taxable year, and (iii) the foreign investor provides all certification which
may be required of his status (foreign investors may contact the Sponsor to
obtain a Form W-8 which must be filed with the Trustee and refiled every three
calendar years thereafter). Foreign investors should consult their tax advisers
with respect to United States tax consequences of ownership of Units. Units in
the Trust and Trust distributions may also be subject to state and local
taxation and Unitholders should consult their tax advisers in this regard.
The foregoing discussion relates only to the federal income tax status of the
Trust and to the tax treatment of distributions by the Trust to United States
Unitholders.
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.
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<PAGE>
PUBLIC OFFERING OF UNITS
PUBLIC OFFERING PRICE. During the initial offering period and secondary market,
Units of the Trust are offered at the Public Offering Price (which is based on
the aggregate underlying value of the Securities in the Trust and includes a
sales charge of 4.9% of the Public Offering Price which charge is equivalent to
5.152% of the net amount invested) plus a pro rata share of any accumulated
dividends in the Income Account of the Trust. Such underlying value shall also
include the proportionate share of any undistributed cash held in the Capital
Account of the Trust.
The sales charge per Unit of the Trust in both the primary and secondary market
will be reduced pursuant to the following graduated schedule:
<TABLE>
<CAPTION>
PERCENT OF PERCENT OF NET
NUMBER OF UNITS* OFFERING PRICE AMOUNT INVESTED
- ---------------- -------------- ---------------
<S> <C> <C>
Less than 10,000 4.9% 5.152%
10,000-24,999 4.5 4.712
25,000-49,999 4.3 4.493
50,000-99,999 3.5 3.627
100,000 or more 3.0 3.093
- --------------------
<FN>
* The breakpoint sales charges are also applied on a dollar basis utilizing a
breakpoint equivalent in the above table of $10 per Unit and will be applied
on whichever basis is more favorable to the investor.
</FN>
</TABLE>
An investor may aggregate purchases of Units of the Trust for purposes of
qualifying for the volume purchase discounts listed above. The reduced sales
charge structure will apply on all purchases of Units in the Trust by the same
person on any one day from any one dealer. Additionally, Units purchased in the
name of the spouse of a purchaser or in the name of a child of such purchaser
under 21 years of age will be deemed, for purposes of calculating the applicable
sales charge, to be additional purchases by the purchaser. The reduced sales
charges will also be applicable to a trustee or other fiduciary purchasing
securities for a single trust estate or single fiduciary account.
Units may be purchased in the primary or secondary market at the Public Offering
Price less the concession the Sponsor typically allows to dealers and other
selling agents for purchases (see "Public Distribution of Units" below) by
officers, directors and employees of the Sponsor and its affiliates and
registered representatives of selling firms and by investors who purchase Units
through registered investment advisers, certified financial planners or
registered broker-dealers who in each case either 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.
Unitholders of any series of the Trust or any series of Defined Growth Strategy
5, Defined Growth Strategy 10, Nasdaq 100 Index or S&P Index Trusts may utilize
their redemption or termination proceeds to purchase Units of the Trust subject
to a reduced sales charge of 3% of the Public Offering Price (3.093% of the net
amount invested).
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<PAGE>
Unitholders of unaffiliated unit investment trusts having an investment strategy
similar to the investment strategy of the Trust may utilize proceeds received
upon termination or upon redemption immediately preceding termination of such
unaffiliated trust to purchase Units of the Trust subject to a reduced sales
charge of 3% of the Public Offering Price (3.093% of the net amount invested).
As indicated above, the initial Public Offering Price of the Units was
established by dividing the aggregate underlying value of the Securities by the
number of Units outstanding. Such underlying value shall include the
proportionate share of any cash held in the Capital Account. Such price
determination as of the opening of business on the Initial Date of Deposit was
made on the basis of an evaluation of the Securities in the Trust prepared by
the Trustee. After the opening of business on the Initial Date of Deposit, the
Evaluator will appraise or cause to be appraised daily 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 at or prior to the close of trading on the New York
Stock Exchange on each such day. Orders received by the Trustee, Sponsor or any
dealer for purchases, sales or redemptions after that time, or on a day when the
New York Stock Exchange is closed, will be held until the next determination of
price.
The value of the Securities is determined on each business day by the Evaluator
based on the closing sale prices on a national securities exchange or The Nasdaq
National Market or by taking into account the same factors referred to under
"Redemption-Computation of Redemption Price."
The minimum purchase in both the primary and secondary markets is 100 Units.
PUBLIC DISTRIBUTION OF UNITS. During the initial offering period, Units of the
Trust will be distributed to the public at the Public Offering Price thereof.
Upon the completion of the initial offering, Units which remain unsold or which
may be acquired in the secondary market (see "Market for Units") may be offered
at the Public Offering Price determined in the manner provided above.
The Sponsor intends to qualify Units of the Trust for sale in a number of
states. Units will be sold through dealers who are members of the National
Association of Securities Dealers, Inc. and through others. Sales may be made
to or through dealers at prices which represent discounts from the Public
Offering Price as set forth below. Certain commercial banks are making Units of
the Trust available to their customers on an agency basis. A portion of the
sales charge paid by their customers is retained by or remitted to the banks in
the amounts shown below. 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 indicated that these
particular agency transactions are permitted under such Act. In addition, state
securities laws on this issue may differ from the interpretations of federal law
expressed herein and banks and financial institutions may be required to
register as dealers pursuant to state law. The Sponsor reserves the right to
change the discounts set forth below from time to time. In addition to such
discounts, the Sponsor may, from time to time, pay or allow an additional
discount, in the form of cash or other compensation, to dealers employing
registered representatives who sell, during a specified time period, a minimum
dollar amount of Units of the Trust and other unit investment trusts
underwritten by the Sponsor. At various times the Sponsor may implement
programs under which the sales force of a broker or dealer may be eligible to
win nominal awards for certain sales efforts, or under which the Sponsor will
reallow to any such broker or dealer that sponsors sales contests or recognition
programs conforming to criteria established by the Sponsor, or participates in
20
<PAGE>
sales programs sponsored by the Sponsor, an amount not exceeding the total
applicable sales charges on the sales generated by such person at the public
offering price during such programs. Also, the Sponsor in its discretion may
from time to time pursuant to objective criteria established by the Sponsor pay
fees to qualifying brokers or dealers for certain services or activities which
are primarily intended to result in sales of Units of the Trust. Such payments
are made by the Sponsor out of its own assets, and not out of the assets of the
Trust. These programs will not change the price Unitholders pay for their Units
or the amount that the Trust will receive from the Units sold. The difference
between the discount and the sales charge will be retained by the Sponsor.
<TABLE>
<CAPTION>
PRIMARY MARKET
FIRM SALES OR SALE
REGULAR ARRANGEMENTS
CONCESSION OR (VOLUME CONCESSIONS IN
AGENCY $1,000$)**
NUMBER OF UNITS* COMMISSION $500-$999 $1,000 OR MORE
- ---------------- ------------- --------- --------------
<S> <C> <C> <C>
Less than 10,000 3.60% 3.80% 4.00%
10,000 but less than 25,000 3.30 3.50 3.60
25,000 but less than 50,000 3.20 3.40 3.50
50,000 but less than 100,000 2.50 2.60 2.70
100,000 or more 2.00 2.10 2.20
- --------------------
<FN>
* The breakpoint discounts are also applied on a dollar basis utilizing a
breakpoint equivalent in the above table of $10 per Unit.
** Volume concessions of up to the amount shown can be earned as a marketing
allowance at the discretion of the Sponsor during the initial one month
period after the Initial Date of Deposit by firms who reach cumulative firm
sales arrangement levels of at least $500,000. After a firm has met the
minimum $500,000 volume level, volume concessions may be given on all trades
originated from or by that firm, including those placed prior to reaching the
$500,000 level, and may continue to be given during the entire initial
offering period. Firm sales of any combination of the Trusts issued may be
combined for the purposes of achieving the volume discount. Only sales
through Ranson qualify for volume discounts and secondary purchases do not
apply. Ranson & Associates reserves the right to modify or change those
parameters at any time and make the determination of which firms qualify for
the marketing allowance and the amount paid.
</FN>
</TABLE>
The Sponsor reserves the right to reject, in whole or in part, any order for the
purchase of Units.
SPONSOR PROFITS. The Sponsor will receive gross sales charges equal to the
percentage of the Public Offering Price of the Units of the Trust as stated
under "Public Offering Price." In addition, the Sponsor may realize a profit (or
sustain a loss) as of the Initial Date of Deposit resulting from the difference
between the purchase prices of the Securities to the Sponsor and the cost of
such Securities to the Trust, which is based on the evaluation of the Securities
on the Initial Date of Deposit. Thereafter, on subsequent deposits the Sponsor
may realize profits or sustain losses from such deposits. See "Portfolio." The
Sponsor may realize additional profits or losses during the initial offering
period on unsold Units as a result of changes in the daily market value of the
Securities in the Trust.
21
<PAGE>
MARKET FOR UNITS
After the initial offering period, while not obligated to do so, the Sponsor
intends to, subject to change at any time, maintain a market for Units of the
Trust offered hereby and to continuously offer to purchase said Units at prices,
determined by the Evaluator, based on the value of the underlying Securities.
Unitholders who wish to dispose of their Units should inquire of their broker as
to current market prices in order to determine whether there is in existence any
price in excess of the Redemption Price and, if so, the amount thereof. The
offering price of any Units resold by the Sponsor will be in accord with that
described in the currently effective prospectus describing such Units. Any
profit or loss resulting from the resale of such Units will belong to the
Sponsor. The Sponsor may suspend or discontinue purchases of Units of a Trust
if the supply of Units exceeds demand, or for other business reasons.
REDEMPTION
GENERAL. A Unitholder who does not dispose of Units in the secondary market
described above may cause Units to be redeemed by the Trustee by making a
written request to the Trustee at its Unit Investment Trust Division office in
the city of New York and, in the case of Units evidenced by a certificate, by
tendering such certificate to the Trustee properly endorsed or accompanied by a
written instrument or instruments of transfer in form satisfactory to the
Trustee. Unitholders must sign the request, and such certificate or transfer
instrument, exactly as their names appear on the records of the Trustee and on
any certificate representing the Units to be redeemed. If the amount of the
redemption is $500 or less and the proceeds are payable to the Unitholder(s) of
record at the address of record, no signature guarantee is necessary for
redemptions by individual account owners (including joint owners). Additional
documentation may be requested, and a signature guarantee is always required,
from corporations, executors, administrators, trustees, guardians or
associations. The signatures must be guaranteed by a participant in the
Securities Transfer Agents Medallion Program ("STAMP") or such other signature
guaranty program in addition to, or in substitution for, STAMP, as may be
accepted by the Trustee. A certificate should only be sent by registered or
certified mail for the protection of the Unitholder. Since tender of the
certificate is required for redemption when one has been issued, Units
represented by a certificate cannot be redeemed until the certificate
representing such Units has been received by the purchasers.
Redemption shall generally be made by the Trustee on the third business day
following the day on which a tender for redemption is received (the "Redemption
Date") by payment of cash equivalent to the Redemption Price for the Trust,
determined as set forth below under "Computation of Redemption Price," as of the
Evaluation Time stated under "Essential Information," next following such
tender, multiplied by the number of Units being redeemed. Any Units redeemed
shall be canceled and any undivided fractional interest in the Trust
extinguished. The price received upon redemption might be more or less than the
amount paid by the Unitholder depending on the value of the Securities in the
Trust at the time of redemption.
Under regulations issued by the Internal Revenue Service, the Trustee is
required to withhold a specified percentage of the principal amount of a Unit
redemption if the Trustee has not been furnished the redeeming Unitholder's tax
identification number in the manner required by such regulations. Any amount so
withheld is transmitted to the Internal Revenue Service and may be recovered by
the Unitholder only when filing a tax return. Under normal circumstances the
Trustee obtains the Unitholder's tax identification number from the selling
broker. However, any time a Unitholder elects to tender Units for redemption,
22
<PAGE>
such Unitholder should make sure that the Trustee has been provided a certified
tax identification number in order to avoid this possible "back-up withholding."
In the event the Trustee has not been previously provided such number, one must
be provided at the time redemption is requested.
Any amounts paid on redemption representing unpaid dividends shall be withdrawn
from the Income Account of the Trust to the extent that funds are available for
such purpose. All other amounts paid on redemption shall be withdrawn from the
Capital Account for the Trust. The Trustee is empowered to sell Securities for
the Trust in order to make funds available for the redemption of Units of the
Trust. Such sale may be required when Securities would not otherwise be sold
and might result in lower prices than might otherwise be realized.
To the extent that Securities are sold, the size of the Trust will be, and the
diversity of the Trust may be, reduced but each remaining Unit will continue to
represent approximately the same proportional interest in each Security. Sales
may be required at a time when Securities would not otherwise be sold and may
result in lower prices than might otherwise be realized. The price received
upon redemption may be more or less than the amount paid by the Unitholder
depending on the value of the Securities in the portfolio at the time of
redemption.
The right of redemption may be suspended and payment postponed (1) for any
period during which the New York Stock Exchange is closed, other than customary
weekend and holiday closings, or during which (as determined by the Securities
and Exchange Commission) trading on the New York Stock Exchange is restricted;
(2) for any period during which an emergency exists as a result of which
disposal by the Trustee of Securities is not reasonably practicable or it is not
reasonably practicable to fairly determine the value of the underlying
Securities in accordance with the Trust Agreement; or (3) for such other period
as the Securities and Exchange Commission may by order permit. The Trustee is
not liable to any person in any way for any loss or damage which may result from
any such suspension or postponement.
COMPUTATION OF REDEMPTION PRICE. The Redemption Price per Unit (as well as the
secondary market Public Offering Price) will generally be determined on the
basis of the last sale price of the Securities in the 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 "Essential Information." The Redemption Price per Unit is the pro
rata share of each Unit in the Trust determined on the basis of (i) the cash on
hand in the Trust or moneys in the process of being collected and (ii) the value
of the Securities in the Trust less (a) amounts representing taxes or other
governmental charges payable out of the Trust, (b) any amount owing to the
Trustee for its advances and (c) the accrued expenses of the Trust. The
Evaluator may determine the value of the Securities in the Trust in the
following manner: if the Security is listed on a national securities exchange
or the Nasdaq National Market, the evaluation will generally be based on the
last sale price on the exchange or Nasdaq (unless the Evaluator deems the price
inappropriate as a basis for evaluation). If the Security is not so listed or,
if so listed and the principal market for the Security is other than on the
exchange or Nasdaq, the evaluation will generally be made by the Evaluator in
good faith based on the last bid price on the over-the-counter market (unless
the Evaluator deems such price inappropriate as a basis for evaluation) or, if a
bid price is not available, (1) on the basis of the current bid price for
comparable securities, (2) by the Evaluator's appraising the value of the
Securities in good faith at the bid side of the market or (3) by any combination
thereof. See "Public Offering of Units-Public Offering Price."
23
<PAGE>
RETIREMENT PLANS
The Trust may be well suited for purchase by Individual Retirement Accounts,
Keogh Plans, pension funds and other qualified retirement plans. Generally,
capital gains and income received under each of the foregoing plans are deferred
from Federal taxation. All distributions from such plans are generally treated
as ordinary income but may, in some cases, be eligible for special income
averaging or tax-deferred rollover treatment. Investors considering
participation in any such plan should review specific tax laws related thereto
and should consult their attorneys or tax advisers with respect to the
establishment and maintenance of any such plan. Such plans are offered by
brokerage firms and other financial institutions. The Trust will waive the
$1,000 minimum investment requirement for IRA accounts. The minimum investment
is $250 for tax-deferred plans such as IRA accounts. Fees and charges with
respect to such plans may vary.
The Trustee has agreed to act as custodian for certain retirement plan accounts.
An annual fee of $12.00 per account, if not paid separately, will be assessed by
the Trustee and paid through the liquidation of shares of the reinvestment
account. An individual wishing the Trustee to act as custodian must complete a
Ranson UIT/IRA application and forward it along with a check made payable to The
Bank of New York. Certificates for Individual Retirement Accounts cannot be
issued.
UNITHOLDERS
OWNERSHIP OF UNITS. Ownership of Units of the Trust will not be evidenced by
certificates unless a Unitholder, the Unitholder's registered broker/dealer or
the clearing agent for such broker/dealer makes a written request to the
Trustee. Units are transferable by making a written request to the Trustee and,
in the case of Units evidenced by a certificate, by presenting and surrendering
such certificate to the Trustee properly endorsed or accompanied by a written
instrument or instruments of transfer which should be sent by registered or
certified mail for the protection of the Unitholder. Unitholders must sign such
written request, and such certificate or transfer instrument, exactly as their
names appear on the records of the Trustee and on any certificate representing
the Units to be transferred. Such signatures must be guaranteed as stated under
"Redemption-General."
Units may be purchased and certificates, if requested, will be issued in
denominations of one Unit or any multiple thereof, subject to the minimum
investment requirement of 100 Units or $1,000. Fractions of Units, if any, will
be computed to three decimal places. Any certificate issued will be numbered
serially for identification, issued in fully registered form and will be
transferable only on the books of the Trustee. The Trustee may require a
Unitholder to pay a reasonable fee, to be determined in the sole discretion of
the Trustee, for each certificate re-issued or transferred and to pay any
governmental charge that may be imposed in connection with each such transfer or
interchange. The Trustee at the present time does not intend to charge for the
normal transfer or interchange of certificates. Destroyed, stolen, mutilated or
lost certificates will be replaced upon delivery to the Trustee of satisfactory
indemnity (generally amounting to 3% of the market value of the Units),
affidavit of loss, evidence of ownership and payment of expenses incurred.
DISTRIBUTIONS TO UNITHOLDERS. Income received by the Trust is credited by the
Trustee to the Income Account of the Trust. Other receipts are credited to the
Capital Account of the Trust. Income received by the Trust will be distributed
on or shortly after the 15th day of January, April, July and October of each
year on a pro rata basis to Unitholders of record as of the preceding record
date (which will be the first day of the related month). All distributions will
be net of applicable expenses. There is no assurance that any actual
24
<PAGE>
distributions will be made since all dividends received may be used to pay
expenses. In addition, amounts from the Capital Account of the Trust, if any,
will be distributed at least annually to the Unitholders then of record.
Proceeds received from the disposition of any of the Securities after a record
date and prior to the following distribution date will be held in the Capital
Account and not distributed until the next distribution date applicable to the
Capital Account. The Trustee shall be required to make a distribution from the
Capital Account if the cash balance on deposit therein available for
distribution shall be sufficient to distribute at least $1.00 per 100 Units.
The Trustee is not required to pay interest on funds held in the Capital or
Income Accounts (but may itself earn interest thereon and therefore benefits
from the use of such funds). The Trustee is authorized to reinvest any funds
held in the Capital or Income Accounts, pending distribution, in U.S. Treasury
obligations which mature on or before the next applicable distribution date.
Any obligations so acquired must be held until they mature and proceeds
therefrom may not be reinvested.
The distribution to the Unitholders as of each record date will be made on the
following distribution date or shortly thereafter and shall consist of an amount
substantially equal to such portion of the Unitholders' pro rata share of the
dividend distributions then held in the Income Account after deducting estimated
expenses. Because dividends are not received by the Trust at a constant rate
throughout the year, such distributions to Unitholders are expected to
fluctuate. Persons who purchase Units will commence receiving distributions
only after such person becomes a record owner. A person will become the owner
of Units, and thereby a Unitholder of record, on the date of settlement provided
payment has been received. Notification to the Trustee of the transfer of Units
is the responsibility of the purchaser, but in the normal course of business
such notice is provided by the selling broker-dealer.
As of the first day of each month, the Trustee will deduct from the Income
Account of the Trust and, to the extent funds are not sufficient therein, from
the Capital Account of such Trust amounts necessary to pay the expenses of the
Trust (as determined on the basis set forth under "Expenses of the Trust"). 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 the
Trust. Amounts so withdrawn shall not be considered a part of the Trust's
assets until such time as the Trustee shall return all or any part of such
amounts to the appropriate accounts. In addition, the Trustee may withdraw from
the Income and Capital Accounts of the Trust such amounts as may be necessary to
cover redemptions of Units.
DISTRIBUTION REINVESTMENT. Unitholders may elect to have distributions of
capital (including capital gains, if any) or dividends or both automatically
invested into additional Units of the Trust without a sales charge. In
addition, Unitholders may elect to have distributions of capital (including
capital gains, if any) or dividends or both automatically invested without
charge in shares of any one of several front-end load mutual funds underwritten
or advised by Zurich Kemper Investments, Inc. at net asset value if such funds
are registered in such Unitholder's state of residence, other than those mutual
funds sold with a contingent deferred sales charge. Since the portfolio
securities and investment objectives of such Zurich Kemper-advised mutual funds
generally will differ significantly from those of the Trust, Unitholders should
carefully consider the consequences before selecting such mutual funds for
reinvestment. Detailed information with respect to the investment objectives
and the management of such mutual funds is contained in their respective
prospectuses, which can be obtained from the Sponsor upon request. An investor
should read the prospectus of the reinvestment fund selected prior to making the
election to reinvest. Unitholders who desire to have such distributions
automatically reinvested should inform their broker at the time of purchase or
should file with the Program Agent referred to below a written notice of
election.
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<PAGE>
Unitholders who are receiving distributions in cash may elect to participate in
distribution reinvestment by filing with the Program Agent an election to have
such distributions reinvested without charge. Such election must be received by
the Program Agent at least ten days prior to the Record Date applicable to any
distribution in order to be in effect for such Record Date. Any such election
shall remain in effect until a subsequent notice is received by the Program
Agent. See "Unitholders-Distributions to Unitholders."
The Program Agent is The Bank of New York. All inquiries concerning
participating in distribution reinvestment should be directed to The Bank of New
York at its Unit Investment Trust Division office.
STATEMENTS TO UNITHOLDERS. With each distribution, the Trustee will furnish or
cause to be furnished to each Unitholder a statement of the amount of income and
the amount of other receipts, if any, which are being distributed, expressed in
each case as a dollar amount per Unit.
The accounts of the Trust are required to be audited annually, at the Trust's
expense, by independent public accountants designated by the Sponsor, unless the
Sponsor determines that such an audit would not be in the best interest of the
Unitholders of the Trust. The accountants' report will be furnished by the
Trustee to any Unitholder of the Trust upon written request. Within a
reasonable period of time after the end of each calendar year, the Trustee shall
furnish to each person who at any time during the calendar year was a Unitholder
of the Trust a statement, covering the calendar year, setting forth:
(A) As to the Income Account:
(1) Income received;
(2) Deductions for applicable taxes and for fees and expenses of the Trust
and for redemptions of Units, if any; and
(3) The balance remaining after such distributions and deductions,
expressed in each case both as a total dollar amount and as a dollar
amount representing the pro rata share of each Unit outstanding on the
last business day of such calendar year; and
(B) As to the Capital Account:
(1) The dates of disposition of any Securities and the net proceeds
received therefrom;
(2) Deductions for payment of applicable taxes and fees and expenses of
the Trust held for distribution to Unitholders of record as of a date
prior to the determination; and
(3) The balance remaining after such distributions and deductions
expressed both as a total dollar amount and as a dollar amount
representing the pro rata share of each Unit outstanding on the last
business day of such calendar year; and
(C) The following information:
(1) A list of the Securities as of the last business day of such calendar
year;
(2) The number of Units outstanding on the last business day of such
calendar year;
(3) The Redemption Price based on the last evaluation made during such
calendar year;
(4) The amount actually distributed during such calendar year from the
Income and Capital Accounts separately stated, expressed both as total
dollar amounts and as dollar amounts per Unit outstanding on the Record
Dates for each such distribution.
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<PAGE>
RIGHTS OF UNITHOLDERS. A Unitholder may at any time tender Units to the Trustee
for redemption. The death or incapacity of any Unitholder will not operate to
terminate the Trust nor entitle legal representatives or heirs to claim an
accounting or to bring any action or proceeding in any court for partition or
winding up of the Trust.
No Unitholder shall have the right to control the operation and management of
the Trust in any manner, except to vote with respect to the amendment of the
Trust Agreement or termination of the Trust.
INVESTMENT SUPERVISION
The Trust is a unit investment trust and is not an "actively managed" fund.
Traditional methods of investment management for a managed fund typically
involve frequent changes in a portfolio of securities on the basis of economic,
financial and market analyses. The portfolio of the Trust, however, will not be
actively managed and therefore the adverse financial condition of an issuer will
not necessarily require the sale of its securities from the portfolio.
As a general rule, the only purchases and sales that will be made with respect
to the Trust's portfolio will be those necessary to maintain, to the extent
feasible, a portfolio which reflects the current components of the Nasdaq
Financial Index, taking into consideration redemptions, sales of additional
Units and the other adjustments referred to elsewhere in this prospectus. See
"The Trust Portfolio." Such purchases and sales will be made in accordance with
the computer program utilized to maintain the portfolio, the Trust Agreement and
procedures to be specified by the Sponsor. The Sponsor may direct the Trustee
to dispose of Securities and either to acquire other Securities through the use
of the proceeds of such disposition in order to make changes in the portfolio or
to distribute the proceeds of such disposition to Unitholders (i) as necessary
to reflect any additions to or deletions from the Nasdaq Financial Index, (ii)
as may be necessary to establish a closer correlation between the Trust
portfolio and the Nasdaq Financial Index or (iii) as may be required for
purposes of distributing to Unitholders, when required, their pro rata share of
any net realized capital gains or as the Sponsor may otherwise determine. As a
policy matter, the Sponsor currently intends to direct the Trustee to acquire
round lots of shares of the Securities rather than odd lot amounts. Any funds
not used to acquire round lots will be held for future purchases of shares, for
redemptions of Units or for distributions to Unitholders. In the event the
Trustee receives any securities or other properties relating to the Securities
(other than normal dividends) acquired in exchange for Securities such as those
acquired in connection with a reorganization, recapitalization, merger or other
transaction, the Trustee is directed to sell such securities or other property
and reinvest the proceeds in shares of the Security for which such securities or
other property relates, or if such Security is thereafter removed from the
Nasdaq Financial Index, in any new security which is added as a component of
such index. In addition, the Sponsor will instruct the Trustee to dispose of
certain Securities and to take such further action as may be needed from time to
time to ensure that the Trust continues to satisfy the qualifications of a
regulated investment company, including the requirements with respect to
diversification under Section 851 of the Internal Revenue Code, and as may be
needed from time to time to avoid the imposition of any excise tax on the Trust
as a regulated investment company.
Proceeds from the sale of Securities (or any securities or other property
received by the Trust in exchange for Securities) are credited to the Capital
Account for distribution to Unitholders or to meet redemptions. Except as
stated under "The Trust Fund" for failed securities and as provided herein, the
acquisition by the Trust of any securities other than the Securities is
prohibited. The Trustee may sell Securities, designated by the Sponsor, from
the Trust for the purpose of redeeming Units tendered for redemption and the
payment of expenses.
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<PAGE>
ADMINISTRATION OF THE TRUST
THE TRUSTEE. The Trustee is The Bank of New York, a trust company organized
under the laws of New York. The Bank of New York has its Unit Investment Trust
Division offices at 101 Barclay Street, New York, New York 10286, telephone 1-
800-701-8178. The Bank of New York is subject to supervision and examination by
the Superintendent of Banks of the State of New York and the Board of Governors
of the Federal Reserve System, and its deposits are insured by the Federal
Deposit Insurance Corporation to the extent permitted by law.
The Trustee, whose duties are ministerial in nature, has not participated in
selecting the portfolio of the Trust. For information relating to the
responsibilities of the Trustee under the Trust Agreement, reference is made to
the material set forth under "Unitholders."
In accordance with the Trust Agreement, the Trustee shall keep records of all
transactions at its office. Such records shall include the name and address of,
and the number of Units held by, every Unitholder of the Trust. Such books and
records shall be open to inspection by any Unitholder at all reasonable times
during usual business hours. The Trustee shall make such annual or other
reports as may from time to time be required under any applicable state or
federal statute, rule or regulation. The Trustee shall keep a certified copy or
duplicate original of the Trust Agreement on file in its office available for
inspection at all reasonable times during usual business hours by any
Unitholder, together with a current list of the Securities held in the Trust.
Pursuant to the Trust Agreement, the Trustee may employ one or more agents for
the purpose of custody and safeguarding of Securities comprising the Trust.
Under the Trust Agreement, the Trustee or any successor trustee may resign and
be discharged of the trust created by the Trust Agreement by executing an
instrument in writing and filing the same with the Sponsor.
The Trustee or successor trustee must mail a copy of the notice of resignation
to all Unitholders then of record, not less than sixty days before the date
specified in such notice when such resignation is to take effect. The Sponsor
upon receiving notice of such resignation is obligated to appoint a successor
trustee promptly. If, upon such resignation, no successor trustee has been
appointed and has accepted the appointment within thirty days after
notification, the retiring Trustee may apply to a court of competent
jurisdiction for the appointment of a successor. If the Trustee becomes
incapable of acting or becomes bankrupt or its affairs ar taken over by
public authorities, the Sponsor may remove the Trustee and appoint a successor
as provided in the Trust Agreement. Notice of such removal and appointment
shall be mailed to each Unitholder by the Sponsor. Upon execution of a written
acceptance of such appointment by such successor trustee, all the rights,
powers, duties and obligations of the original Trustee shall vest in the
successor. The Trustee must be a corporation organized under the laws of the
United States, or any state thereof, be authorized under such laws to exercise
trust powers and have at all times an aggregate capital, surplus and undivided
profits of not less than $5,000,000.
THE SPONSOR. Ranson & Associates, Inc., the Sponsor of the Trust, is an
investment banking firm created in 1995 by a number of former owners and
employees of Ranson Capital Corporation. On November 26, 1996, Ranson &
Associates, Inc. purchased all existing unit investment trusts sponsored by
EVEREN Securities, Inc. Accordingly, Ranson & Associates, Inc. is the successor
sponsor to unit investment trusts formerly sponsored by EVEREN Unit Investment
Trusts, a service of EVEREN Securities, Inc. Ranson & Associates, Inc. is also
28
<PAGE>
the sponsor and successor sponsor of Series of The Kansas Tax-Exempt Trust and
Multi-State Series of The Ranson Municipal Trust. Ranson & Associates, Inc. is
the successor to a series of companies, the first of which was originally
organized in Kansas in 1935. During its history, Ranson & Associates, Inc. and
its predecessors have been active in public and corporate finance and have sold
bonds and unit investment trusts and maintained secondary market activities
relating thereto. At present, Ranson & Associates, Inc., which is a member of
the National Association of Securities Dealers, Inc., is the Sponsor to each of
the above-named unit investment trusts and serves as the financial advisor and
as an underwriter for Kansas municipalities. The Sponsor's offices are located
at 250 North Rock Road, Suite 150, Wichita, Kansas 67206-2241.
If at any time the Sponsor shall fail to perform any of its duties under the
Trust Agreement or shall become incapable of acting or shall be adjudged a
bankrupt or insolvent or shall have its affairs taken over by public
authorities, then the Trustee may (a) appoint a successor sponsor at rates of
compensation deemed by the Trustee to be reasonable and not exceeding such
reasonable amounts as may be prescribed by the Securities and Exchange
Commission, or (b) terminate the Trust Agreement and liquidate the Trust as
provided therein, or (c) continue to act as Trustee without terminating the
Trust Agreement.
The foregoing financial information with regard to the Sponsor relates to the
Sponsor only and not to the Trust. Such information is included in this
Prospectus only for the purpose of informing investors as to the financial
responsibility of the Sponsor and its ability to carry out its contractual
obligations with respect to the Trust. More comprehensive financial information
can be obtained upon request from the Sponsor.
THE EVALUATOR. Ranson & Associates, Inc., the Sponsor, also serves as
Evaluator. The Evaluator may resign or be removed by the Trustee in which event
the Trustee is to use its best efforts to appoint a satisfactory successor.
Such resignation or removal shall become effective upon acceptance of
appointment by the successor evaluator. If upon resignation of the Evaluator no
successor has accepted appointment within thirty days after notice of
resignation, the Evaluator may apply to a court of competent jurisdiction for
the appointment of a successor. Notice of such registration or removal and
appointment shall be mailed by the Trustee to each Unitholder.
AMENDMENT AND TERMINATION. The Trust Agreement may be amended by the Trustee
and the Sponsor without the consent of any of the Unitholders: (1) to cure any
ambiguity or to correct or supplement any provision which may be defective or
inconsistent; (2) to change any provision thereof as may be required by the
Securities and Exchange Commission or any successor governmental agency; or (3)
to make such provisions as shall not adversely affect the interests of the
Unitholders. The Trust Agreement with respect to the Trust may also be amended
in any respect by the Sponsor and the Trustee, or any of the provisions thereof
may be waived, with the consent of the holders of Units representing 66 2/3% of
the Units then outstanding of the Trust, provided that no such amendment or
waiver will reduce the interest of any Unitholder thereof without the consent of
such Unitholder or reduce the percentage of Units required to consent to any
such amendment or waiver without the consent of all Unitholders of the Trust.
In no event shall the Trust Agreement be amended to increase the number of Units
of the Trust issuable thereunder or to permit the acquisition of any Securities
in addition to or in substitution for those initially deposited in the Trust,
except in accordance with the provisions of the Trust Agreement. The Trustee
shall promptly notify Unitholders of the substance of any such amendment.
29
<PAGE>
The Trust Agreement provides that the Trust shall terminate upon the
liquidation, redemption or other disposition of the last of the Securities held
in the Trust but in no event is it to continue beyond the Mandatory Termination
Date set forth under "Essential Information." If the value of the Trust shall be
less than the applicable minimum value stated under "Essential Information" (40%
of the aggregate value of the Securities-based on the value at the date of
deposit of such Securities into the Trust), the Trustee may, in its discretion,
and shall, when so directed by the Sponsor, terminate the Trust. The Trust may
be terminated at any time by the holders of Units representing 66 2/3% of the
Units thereof then outstanding. In addition, the Sponsor may terminate the
Trust if the Nasdaq Financial Index is no longer maintained.
No later than the Mandatory Termination Date set forth under "Essential
Information," the Trustee will begin to sell all of the remaining underlying
Securities on behalf of Unitholders in connection with the termination of the
Trust. The Sponsor has agreed to assist the Trustee in these sales. The sale
proceeds will be net of any incidental expenses involved in the sales.
The Sponsor will attempt to sell the Securities as quickly as it can during the
termination proceedings without in its judgment materially adversely affecting
the market price of the Securities, but it is expected that all of the
Securities will in any event be disposed of within a reasonable time after the
Trust's termination. The Sponsor does not anticipate that the period will be
longer than one month, and it could be as short as one day, depending on the
liquidity of the Securities being sold. The liquidity of any Security depends
on the daily trading volume of the Security and the amount that the Sponsor has
available for sale on any particular day.
It is expected (but not required) that the Sponsor will generally follow the
following guidelines in selling the Securities: for highly liquid Securities,
the Sponsor will generally sell Securities on the first day of the Liquidation
Period; for less liquid Securities, on each of the first two days of the
termination proceedings, the Sponsor will generally sell any amount of any
underlying Securities at a price no less than 1/2 of one point under the last
closing sale price of those Securities. Thereafter, the price limit will
increase to one point under the last closing sale price. After four days, the
Sponsor currently intends to sell at least a fraction of the remaining
underlying Securities, the numerator of which is one and the denominator of
which is the total number of days remaining (including that day) in the
termination proceedings without any price restrictions. Of course, no
assurances can be given that the market value of the Securities will not be
adversely affected during the termination proceedings.
In the event of termination of the Trust, written notice thereof will be sent by
the Trustee to all Unitholders of the Trust. Within a reasonable period after
termination, the Trustee will sell any Securities remaining in the Trust and,
after paying all expenses and charges incurred by the Trust, will distribute to
Unitholders thereof (upon surrender for cancellation of certificates for Units,
if issued) their pro rata share of the balances remaining in the Income and
Capital Accounts of the Trust.
The Sponsor may, but is not obligated to, offer for sale units of a subsequent
series of the Trust at approximately the time of the Mandatory Termination Date.
If the Sponsor does offer such units for sale, Unitholders may be given the
opportunity to purchase such units at a public offering price which includes a
reduced sales charge. There is, however, no assurance that units of any new
series of the Trust 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.
30
<PAGE>
LIMITATIONS ON LIABILITY. The Sponsor: The Sponsor is liable for the
performance of its obligations arising from its responsibilities under the Trust
Agreement, but will be under no liability to the Unitholders for taking any
action or refraining from any action in good faith pursuant to the Trust
Agreement or for errors in judgment, except in cases of its own gross
negligence, bad faith or willful misconduct or its reckless disregard for its
duties thereunder. The Sponsor shall not be liable or responsible in any way
for depreciation or loss incurred by reason of the sale of any Securities.
The Trustee: The Trust Agreement provides that the Trustee shall be under no
liability for any action taken in good faith in reliance upon prima facie
properly executed documents or for the disposition of moneys, Securities or
certificates except by reason of its own negligence, bad faith or willful
misconduct, or its reckless disregard for its duties under the Trust Agreement,
nor shall the Trustee be liable or responsible in any way for depreciation or
loss incurred by reason of the sale by the Trustee of any Securities. In the
event that the Sponsor shall fail to act, the Trustee may act and shall not be
liable for any such action taken by it in good faith. The Trustee shall not be
personally liable for any taxes or other governmental charges imposed upon or in
respect of the Securities or upon the interest thereof. In addition, the Trust
Agreement contains other customary provisions limiting the liability of the
Trustee.
The Evaluator: The Trustee and Unitholders may rely on any evaluation furnished
by the Evaluator and shall have no responsibility for the accuracy thereof. The
Trust Agreement provides that the determinations made by the Evaluator shall be
made in good faith upon the basis of the best information available to it,
provided, however, that the Evaluator shall be under no liability to the Trustee
or Unitholders for errors in judgment, but shall be liable for its gross
negligence, bad faith or willful misconduct or its reckless disregard for its
obligations under the Trust Agreement.
EXPENSES OF THE TRUST
The Sponsor will not charge the Trust any fees for services performed as
Sponsor. The Sponsor will receive a portion of the sale commissions paid in
connection with the purchase of Units and will share in profits, if any, related
to the deposit of Securities in the Trust.
The Trustee receives for its services that fee set forth under "Essential
Information." However, in no event shall such fee amount to less than $2,000 in
any single calendar year. The Trustee's fee which is calculated monthly is
based on the largest number of Units of the Trust outstanding during the
calendar year for which such compensation relates. The Trustee's fees are
payable monthly on or before the fifteenth day of the month from the Income
Account to the extent funds are available and then from the Capital Account.
The Trustee benefits to the extent there are funds for future distributions,
payment of expenses and redemptions in the Capital and Income Accounts since
these Accounts are non-interest bearing and the amounts earned by the Trustee
are retained by the Trustee. Part of the Trustee's compensation for its
services to the Trust is expected to result from the use of these funds.
In its capacity as Supervisor, the Sponsor will charge the Trust a surveillance
fee for services performed for the Trust in an amount not to exceed that amount
set forth in "Essential Information" but in no event will such compensation,
when combined with all compensation received from other unit investment trusts
for which the Sponsor both acts as sponsor and provides portfolio surveillance,
exceed the aggregate cost to the Sponsor for providing such services. Such fee
shall be based on the total number of Units of the Trust outstanding as of the
January record date for any annual period.
31
<PAGE>
For evaluation of the Securities in the Trust, the Evaluator shall receive that
fee set forth under "Essential Information", payable monthly, based upon the
largest number of Units of the Trust outstanding during the calendar year for
which such compensation relates.
The Trustee's fee, Supervisor's fee and Evaluator's fee are deducted from the
Income Account of the Trust to the extent funds are available and then from the
Capital Account. Each such fee may be increased without approval of Unitholders
by amounts not exceeding a proportionate increase in the Consumer Price Index or
any equivalent index substituted therefor.
The Licensor receives an annual fee from the Trust equal to the greater of (a)
.02% of the average net asset value of the Trust computed quarterly or (b) a
minimum of $7,000 during the first year of the Trust's life, $8,000 during the
second year of the Trust's life and $9,000 thereafter. This fee covers the
license to the Trust of the use of various trademarks and trade names as
described under "The Nasdaq Financial Index." This fee may be increased
annually by the amount of the increase, if any, in the Consumer Price Index for
Urban Consumers, All Items, as issued by the Bureau of Labor Statistics, U.S.
Department of Labor, over the prior twelve-month period.
Expenses incurred in establishing the Trust, including the cost of the initial
preparation of documents relating to the 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 Trust
(out of the Capital Account) and it is intended that such expenses be amortized
over a five year period or the life of the Trust if less than five years. The
following additional charges are or may be incurred by the Trust: (a) fees for
the Trustee's extraordinary services; (b) expenses of the Trustee (including
legal and auditing expenses, but not including any fees and expenses charged by
an agent for custody and safeguarding of Securities) and of counsel, if any; (c)
various governmental charges; (d) expenses and costs of any action taken by the
Trustee to protect the Trust or the rights and interests of the Unitholders; (e)
indemnification of the Trustee for any loss, liability or expense incurred by it
in the administration of the Trust not resulting from negligence, bad faith or
willful misconduct on its part or its reckless disregard for its obligations
under the Trust Agreement; (f) indemnification of the Sponsor for any loss,
liability or expense incurred in acting in that capacity without gross
negligence, bad faith or willful misconduct or its reckless disregard for its
obligations under the Trust Agreement; and (g) expenditures incurred in
contacting Unitholders upon termination of the Trust. The fees and expenses set
forth herein are payable out of the Trust and, when owing to the Trustee, are
secured by a lien on the Trust. Since the Securities are all common stocks, and
the income stream produced by dividend payments, if any, is unpredictable, the
Sponsor cannot provide any assurance that dividends will be sufficient to meet
any or all expenses of the Trust. If the balances in the Income and Capital
Accounts are insufficient to provide for amounts payable by the Trust, the
Trustee has the power to sell Securities to pay such amounts. These sales may
result in capital gains or losses to Unitholders. See "Federal Tax Status." It
is expected that the income stream produced by dividend payments will be
insufficient to meet the expenses of the Trust and, accordingly, it is expected
that Securities will be sold to pay all of the fees and expenses of the Trust.
32
<PAGE>
LEGAL OPINIONS
The legality of the Units offered hereby and certain matters relating to federal
tax law have been passed upon by Chapman and Cutler, 111 West Monroe Street,
Chicago, Illinois 60603, as counsel for the Sponsor.
INDEPENDENT AUDITORS
The statement of net assets, including the Trust portfolio, of the Trust at the
Initial Date of Deposit, appearing in this Prospectus and Registration Statement
have been audited by Allen, Gibbs & Houlik, L.C., independent auditors, as set
forth in their report appearing elsewhere herein, and are included in reliance
upon such report given upon the authority of such firm as experts in accounting
and auditing.
--------------------
33
<PAGE>
REPORT OF INDEPENDENT AUDITORS
UNITHOLDERS
RANSON UNIT INVESTMENT TRUSTS, SERIES 61
We have audited the accompanying statement of net assets, including the Trust
portfolio, of Ranson Unit Investment Trusts, Series 61, as of December 3, 1997.
The statement of net assets is the responsibility of the Sponsor. Our
responsibility is to express an opinion on the statement of net assets based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statement of net assets is free of material
misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the statement of net assets. Our procedures
included confirmation of a letter of credit or cash 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 statement of net assets presentation. We believe
our audit provides a reasonable basis for our opinion.
In our opinion, the statement of net assets referred to above presents fairly,
in all material respects, the financial position of Ranson Unit Investment
Trusts, Series 61 as of December 3, 1997, in conformity with generally accepted
accounting principles.
ALLEN, GIBBS & HOULIK, L.C.
Wichita, Kansas
December 3, 1997
34
<PAGE>
RANSON UNIT INVESTMENT TRUST, SERIES 61
STATEMENT OF NET ASSETS
AT THE OPENING OF BUSINESS ON DECEMBER 3, 1997, THE INITIAL DATE OF DEPOSIT
<TABLE>
<CAPTION>
TRUST PROPERTY
<S> <C>
Contracts to purchase Securities (1) (2) $ 448,506
Organizational costs (3) 36,755
---------
Total $ 485,261
=========
NUMBER OF UNITS 47,162
=========
</TABLE>
<TABLE>
<CAPTION>
LIABILITY AND INTEREST OF UNITHOLDERS
<S> <C>
Liability-
Accrued organizational costs (3) $ 36,755
Interest of Unitholders-
Cost to investors (4) 471,615
Less: Gross underwriting commission (4) 23,109
---------
Net interest to Unitholders (1) (2) (4) 448,506
---------
Total $ 485,261
=========
</TABLE>
- --------------------
(1) Aggregate cost of the Securities is based on the last sale price
evaluations as determined by the Trustee.
(2) An irrevocable letter of credit issued by Intrust Bank, N.A., Wichita,
Kansas or cash has been deposited with the Trustee covering the funds
(aggregating $449,038) necessary for the purchase of the Securities in the
Trust represented by purchase contracts for $448,506 and commissions
of ($532).
(3) The Trust will bear all or a portion of its organizational costs, which
the Sponsor intends to defer and amortize over five years or the life of the
Trust if less than five years. Organizational costs have been estimated
based on a projected Trust size of $50,000,000. To the extent the Trust is
larger or smaller, the estimate will vary.
(4) The aggregate cost to investors includes the applicable sales charge
assuming no reduction of sales charges for quantity purchases.
35
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 61
NASDAQ FINANCIAL INDEX TRUST, SERIES 1
PORTFOLIO AS OF DECEMBER 3, 1997
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost($)(1) Market Value (2)
- --------- ------ ---------------- ------ ------------ ----------------
<S> <C> <C> <C> <C> <C>
1 WAMU Washington Mutual Inc 100 7,093.75 9.10%
2 FITB Fifth Third Bancorp 100 7,387.50 5.71%
3 NTRS Northern Trust Corp 100 6,537.50 3.64%
4 SAFC Safeco Corp 100 5,000.00 3.52%
5 HBAN Huntington Bancshares 100 3,575.00 3.41%
6 SOTR Southtrust Corp 100 5,656.25 2.88%
7 CINF Cincinnati Financial Corp 100 10,250.00 2.81%
8 RGBK Regions Financial Corp 100 4,075.00 2.77%
9 MRIS Marshall & Ilsley Corp 100 5,400.00 2.73%
10 UNBC Unionbancal Corporation 100 9,050.00 2.48%
11 FSCO First Security Corporation 100 3,487.50 2.01%
12 TROW Price (T. Rowe) Associates 100 6,725.00 1.96%
13 FTEN First Tennessee Natl Corp 100 6,125.00 1.96%
14 COFI Charter One Fin Inc 100 6,100.00 1.94%
15 BPOP Popular Inc 100 5,237.50 1.77%
16 OKEN Old Kent Financial Corp 100 7,200.00 1.69%
17 FATN First American Corp-Tenn 100 5,262.50 1.53%
18 CFBS Central Fidelity Banks Inc 100 4,987.50 1.43%
19 CBSS Compass Bancshares Inc 100 4,312.50 1.42%
20 ZION Zions Bancorporation 100 4,343.75 1.40%
21 ASBC Associated Banc-Corp 100 5,206.25 1.33%
22 MRBK Mercantile Bankshares Corp 100 3,700.00 1.33%
23 FCOM First Commerce Corp 100 6,787.50 1.32%
24 ANAT American National Insurance 100 9,650.00 1.27%
25 CBSH Commerce Bancshares Inc 100 6,500.00 1.26%
26 UNIT Unitrin Inc 100 6,212.50 1.16%
27 PBCT Peoples Bank Bridgeport 100 3,537.50 1.08%
28 WILM Wilmington Trust Corporation 100 6,075.00 1.02%
29 KSTN Keystone Fin Inc 100 3,850.00 1.00%
30 PFGI Provident Financial Group 100 4,750.00 0.99%
31 ERIE Erie Indemnity Company-Cl A 100 2,925.00 0.98%
32 FCLR First Commercial Corp 100 5,312.50 0.94%
33 FMER Firstmerit Corporation 100 2,750.00 0.85%
34 SVRN Sovereign Bancorp Inc 100 1,912.50 0.84%
35 UICI UICI 100 3,562.50 0.80%
</TABLE>
36
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 61
NASDAQ FINANCIAL INDEX TRUST, SERIES 1-Continued
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost($)(1) Market Value (2)
- --------- ------ ---------------- ------ ------------ ----------------
<S> <C> <C> <C> <C> <C>
36 NCBC Natl Commerce Bancorporation 100 3,206.25 0.78%
37 WFSL Washington Federal Inc 100 3,275.00 0.78%
38 OCAS Ohio Casualty Corp 100 4,550.00 0.77%
39 ASFC Astoria Financial Corp 100 5,600.00 0.74%
40 MONE Money Store Inc (The) 100 2,412.50 0.70%
41 WABC Westamerica Bancorporation 100 9,500.00 0.68%
42 TRMK Trustmark Corp 100 3,550.00 0.64%
43 FHWN First Hawaiian Inc 100 3,981.25 0.63%
44 OLDB Old Natl Bancorp 100 4,825.00 0.63%
45 BKLY Berkley (WR) Corp 100 4,237.50 0.62%
46 FPFG Firstplus Financial Group 100 3,631.25 0.62%
47 FULT Fulton Fin Corp 100 3,025.00 0.61%
48 PHBK Peoples Heritage Fin'l Group 100 4,312.50 0.59%
49 LISB Long Island Bancorp Inc 100 4,775.00 0.57%
50 USTC U.S. Trust Corp 100 5,975.00 0.57%
51 WTNY Whitney Holding Corp 100 5,250.00 0.54%
52 UMBF UMB Financial Corp 100 5,412.50 0.53%
53 FCNCA First Citizens BCSHS -Cl A 100 10,950.00 0.53%
54 RSLN Roslyn Bancorp Inc 100 2,281.25 0.50%
55 CFBX Community First Bankshares 100 5,125.00 0.48%
56 NBAK Natl Bancorp Of Alaska Inc 100 11,975.00 0.46%
57 WBST Webster Financial Corp 100 6,412.50 0.44%
58 EGRP E*Trade Group Inc 100 2,350.00 0.43%
59 ONBK Onbancorp Inc 100 6,812.50 0.43%
60 CBCF Citizens Banking Corp Mich 100 3,050.00 0.43%
61 ICII Imperial Credit Industries 100 2,200.00 0.43%
62 SPBC St Paul Bancorp Inc 100 2,487.50 0.42%
63 PIOG Pioneer Group Inc 100 3,300.00 0.41%
64 AGII Argonaut Group Inc 100 3,400.00 0.40%
65 FMBI First Midwest Bancorp Inc/Il 100 4,025.00 0.40%
66 FFBC First Financial Bancorp 100 4,850.00 0.40%
67 RIGS Riggs Natl Corp Wash D C 100 2,543.75 0.39%
68 SUSQ Susquehanna Bancshares Inc 100 3,350.00 0.38%
69 SIGI Selective Insurance Group 100 2,575.00 0.38%
70 SUMI Sumitomo Bank Of California 100 4,525.00 0.37%
71 HUBC Hubco Inc 100 3,462.50 0.37%
72 UBSI United Bankshares Inc 100 4,762.50 0.36%
</TABLE>
37
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 61
NASDAQ FINANCIAL INDEX TRUST, SERIES 1-Continued
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost($)(1) Market Value (2)
- --------- ------ ---------------- ------ ------------ ----------------
<S> <C> <C> <C> <C> <C>
73 MTRS Metris Companies Inc 100 3,687.50 0.35%
74 GTFN Great Financial Corp 100 5,050.00 0.35%
75 ALFA Alfa Corporation 100 1,712.50 0.35%
76 HGIC Harleysville Group Inc 100 2,400.00 0.34%
77 SROM Sirrom Capital Corp 100 4,425.00 0.34%
78 FWNC Fort Wayne National Corp 100 3,987.50 0.34%
79 NWSB Northwest Savings Bank 100 1,437.50 0.34%
80 PLFE Presidential Life Corp 100 2,050.00 0.33%
81 HARS Harris Financial Inc 100 1,975.00 0.33%
82 AMFI Amcore Financial Inc 100 2,475.00 0.33%
83 UHAL Amerco 100 2,925.00 0.33%
84 HBHC Hancock Holding Co 100 5,925.00 0.32%
85 ALBK Albank Financial Corp 100 4,650.00 0.30%
86 ROSE T R Financial Corp 100 3,375.00 0.30%
87 AMRN Amerin Corp 100 2,400.00 0.29%
88 TRST Trustco Bank Corp NY 100 2,500.00 0.29%
89 AMRS Amerus Life Holdings Inc-A 100 3,212.50 0.29%
90 SIVB Silicon Valley Bancshares 100 5,475.00 0.27%
91 ADVNA Advanta Corp-Cl A 100 2,925.00 0.27%
92 QCSB Queens County Bancorp Inc 100 3,550.00 0.26%
93 CORS Corus Bankshares Inc 100 3,575.00 0.26%
94 FBIC Firstbank Of Illinois Co 100 3,275.00 0.26%
95 MAFB MAF Bancorp Inc 100 3,300.00 0.25%
96 MIAM Mid-Am Inc 100 2,150.00 0.25%
97 FBAN FNB Corp/PA 100 3,400.00 0.24%
98 STFC State Auto Financial Corp 100 2,550.00 0.23%
99 TREN Trenwick Group Inc 100 3,750.00 0.22%
100 PREN Price Enterprises Inc 100 1,875.00 0.22%
------------
$448,506.25
============
</TABLE>
NOTES TO PORTFOLIO
(1) All or a portion of the Securities may have been deposited in the Trust.
Any undelivered 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 rights, title and interest in and to
such undelivered Securities. Contracts to purchase Securities were entered
38
<PAGE>
into on December 2, 1997 and all have expected settlement dates of
December 5, 1997 (see "The Trust Fund"). The market value of each Security
is based on the last sale price on the Nasdaq National Market on the day
prior to the Initial Date of Deposit. As of the Initial Date of Deposit
other information regarding the Securities is as follows: Cost to
Sponsor: $449,038; Profit (loss) to Sponsor: $532.
(2) The percentage listed under this heading represents each Security's
proportionate relationship of all stocks based on market value as of the
date set forth above. Because the stocks included in the Nasdaq Financial
Index and the value of such stocks may change from time to time, and
because the Trust may not be able to duplicate the Nasdaq Financial Index
exactly, the percentages set forth above do not represent the actual
weighting of each Security in the Trust portfolio on the Initial Date of
Deposit or on any subsequent date. See "The Trust Portfolio."
39
<PAGE>
Contents Page
- -------- ----
SUMMARY 2
NASDAQ(Registered Trademark)
INDEX LICENSING AGREEMENT 4
ESSENTIAL INFORMATION 6
THE TRUST FUND 8
THE TRUST PORTFOLIO 9
THE NASDAQ FINANCIAL INDEX 10
RISK FACTORS 13
FEDERAL TAX STATUS 16
PUBLIC OFFERING OF UNITS 19
Public Offering Price 19
Public Distribution of Units 20
Sponsor Profits 21
MARKET FOR UNITS 22
REDEMPTION 22
General 22
Computation of Redemption Price 23
RETIREMENT PLANS 24
UNITHOLDERS 24
Ownership of Units 24
Distributions to Unitholders 24
Distribution Reinvestment 25
Statements to Unitholders 26
Rights of Unitholders 27
INVESTMENT SUPERVISION 27
ADMINISTRATION OF THE TRUST 28
The Trustee 28
The Sponsor 28
The Evaluator 29
Amendment and Termination 29
Limitations on Liability 31
EXPENSES OF THE TRUST 31
LEGAL OPINIONS 33
INDEPENDENT AUDITORS 33
REPORT OF INDEPENDENT AUDITORS 34
STATEMENT OF NET ASSETS 35
PORTFOLIO 36
NOTES TO PORTFOLIO 38
-------------------------
This Prospectus does not contain all of the information set forth in the
registration statement and exhibits relating thereto, filed with the Securities
and Exchange Commission, Washington, D.C. under the Securities Act of 1933 and
the Investment Company Act of 1940, and to which reference is made.
-------------------------
No person is authorized to give any information or to make any representations
not contained in this Prospectus and any information or representation not
contained herein must not be relied upon as having been authorized by the Trust,
the Trustee, or the Sponsor. The Trust is registered as a unit investment trust
under the Investment Company Act of 1940. Such registration does not imply that
the Trust or the Units have been guaranteed, sponsored, recommended or approved
by the United States or any state or any agency or officer thereof.
-------------------------
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, securities in any state to any person to whom it is not lawful to
make such offer in such state.
Ranson & Associates, Inc.
250 N. Rock Road, Suite 150
Wichita, KS 67206-2241
<PAGE>
- ------------------
RANSON
UNIT
INVESTMENT
TRUSTS
- ------------------
-------------------
NASDAQ
FINANCIAL
INDEX TRUST,
SERIES 1
-------------------
PROSPECTUS DECEMBER 3, 1997
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement comprises the following papers and documents.
The facing sheet
The Cross-Reference sheets
The Prospectus
The Signatures
The following exhibits.
1.1. Trust Agreement.
1.1.1. Standard Terms and Conditions of Trust. Reference is made to
Exhibit 1.1.1 to the Registration Statement on Form S-6 for Ranson Unit
Investment Trusts, Series 53 (File No. 333-17811) as filed on January 7,
1997.
2.1. Form of Certificate of Ownership (pages three and four of the Standard
Terms and Conditions of Trust included as Exhibit 1.1.1).
3.1. Opinion of counsel to the Sponsor as to legality of the securities being
registered including a consent to the use of its name under "Legal
Opinions" in the Prospectus.
4.1. Consent of Independent Auditors.
S-1
<PAGE>
SIGNATURES
The Registrant, Ranson Unit Investment Trusts, Series 61, hereby
identifies Ranson Unit Investment Trusts, Series 53, EVEREN Unit Investment
Trusts, Series 39, Kemper Defined Funds, Series 45 and Kemper Equity Portfolio
Trusts, Series 1 for purposes of the representations required by Rule 487 and
represents the following: (1) that the portfolio securities deposited in the
series as to the securities of 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 the securities of 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 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, Ranson Unit Investment Trusts, Series 61 has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Wichita, and State of Kansas, on the 3rd day
of December, 1997.
RANSON UNIT INVESTMENT TRUSTS, SERIES 61,
Registrant
By: RANSON & ASSOCIATES, INC.,
Depositor
By: ALEX R. MEITZNER
---------------------------------------
Alex R. Meitzner
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below on December 3, 1997 by the following
persons, who constitute a majority of the Board of Directors of Ranson &
Associates, Inc.
SIGNATURE TITLE
- --------------------- --------------------
DOUGLAS K. ROGERS Executive Vice )
- --------------------- President and Director )
Douglas K. Rogers
ALEX R. MEITZNER Chairman of the Board )
- --------------------- of Directors )
Alex R. Meitzner
ROBIN K. PINKERTON President, Secretary, )
- --------------------- Treasurer and Director ) ALEX R. MEITZNER
Robin K. Pinkerton -----------------------
Alex R. Meitzner
- ------------------------------------------------------------------------------
An executed copy of each of the related powers of attorney was filed with the
Securities and Exchange Commission in connection with the Registration Statement
on Form S-6 of The Kansas Tax-Exempt Trust, Series 51 (File No. 33-46376) and
Series 52 (File No. 33-47687) and the same are hereby incorporated herein by
this reference.
S-2
EXHIBIT 1.1
RANSON UNIT INVESTMENT TRUSTS
SERIES 61
TRUST AGREEMENT
This Trust Agreement dated as of December 3, 1997 between Ranson &
Associates, Inc., as Depositor, and The Bank of New York, as Trustee, sets
forth certain provisions in full and incorporates other provisions by
reference to the document entitled "Standard Terms and Conditions of Trust
For Equity Trusts Sponsored by Ranson & Associates, Inc., Effective
January 7, 1997" (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.
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 this instrument.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby agreed to:
(1) The equity securities listed in the Schedule hereto have been
deposited in trust under this Trust Agreement as indicated in each Trust
named on the attached Schedule.
(2) For the purposes of the definition of the term "Unit" in Article I,
it is hereby specified that the fractional undivided interest in and
ownership of a Trust is the amount set forth in the section captioned
"Essential Information" in the final Prospectus of the Trust (the
"Prospectus") contained in Amendment No. 1 to the Trust's Registration
Statement (Registration No. 333-40777) as filed with the Securities and
Exchange Commission on December 3, 1997. The fractional undivided
interest may (a) increase by the number of any additional Units issued
<PAGE>
pursuant to Section 2.03, (b) increase or decrease in connection with
an adjustment to the number of Units pursuant to Section 2.03, or (c)
decrease by the number of Units redeemed pursuant to Section 5.02.
(3) The terms "Income Account Record Date" and "Capital Account Record
Date" shall mean the dates set forth under "Essential Information_Record
and Computation Dates" in the Prospectus.
(4) The terms "Income Account Distribution Date" and "Capital Account
Distribution Date" shall mean the dates set forth under "Essential
Information_Distribution Dates" in the Prospectus.
(5) The term "Initial Date of Deposit" shall mean the date of this
Trust Agreement as set forth above.
(6) The number of Units of a Trust referred to in Section 2.03 is as
set forth under "Essential Information_Number of Units" in the Prospectus.
(7) For the purposes of Section 6.01(g), the liquidation amount is the
amount set forth under "Essential Information_Minimum Value of Trust
under which Trust Agreement may be Terminated" in the Prospectus.
(8) The third sentence of Section 6.05(a) is hereby deleted and
replaced with the following:
"In case at any time the Trustee shall not meet the
requirements set forth in Section 6.06 hereof, or shall
become incapable of acting, or shall be adjudged a
bankrupt or insolvent, or a receiver of the Trustee or of
its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation,
conservation or liquidation, the Depositor may remove the
Trustee and appoint a successor Trustee by written
instrument or instruments delivered to the Trustee so
removed and the successor Trustee."
-2-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement
to be duly executed.
RANSON & ASSOCIATES, INC.,
Depositor
By /s/ ROBIN K. PINKERTON
___________________________
President
THE BANK OF NEW YORK,
Trustee
By /s/ Ted Rudich
___________________________
Vice President
<PAGE>
SCHEDULE A
SECURITIES INITIALLY DEPOSITED
RANSON UNIT INVESTMENT TRUSTS
SERIES 61
(Note: Incorporated herein and made a part hereof are the "Portfolios" as
set forth in the Prospectus.)
EXHIBIT 3.1
CHAPMAN AND CUTLER
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603
December 3, 1997
Ranson & Associates, Inc.
250 North Rock Road, Suite 150
Wichita, Kansas 67206
Re: Ranson Unit Investment Trusts Series 61
---------------------------------------
Gentlemen:
We have served as counsel for Ranson & Associates, Inc., as Sponsor and
Depositor of Ranson Unit Investment Trusts Series 61 (the "Fund"), in
connection with the preparation, execution and delivery of the Trust Agreement
dated the date of this opinion between Ranson & Associates, Inc., as
Depositor, and The Bank of New York, as Trustee, pursuant to which the
Depositor has delivered to and deposited the Securities listed in the Schedule
to the Trust Agreement with the Trustee and pursuant to which the Trustee has
issued to or on the order of the Depositor a certificate or certificates
representing all the 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
ocuments 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 Trust Agreement 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 Trust Agreement, will constitute valid and
binding obligations of the Fund and the Depositor in accordance with the
terms thereof.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 333-40777) 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
EXHIBIT 4.1
INDEPENDENT AUDITOR'S CONSENT
-------------------------------------------------
We have issued our report dated December 3, 1997 on the statements of net
assets and related portfolios of Ranson Unit Investment Trusts Series 61
as of December 3, 1997 contained in the Registration Statement on Form S-6
and in the Prospectus. We consent to the use of our report in the
Registration Statement and in the Prospectus and to the use of our name as
it appears under the caption "Independent Auditors".
ALLEN, GIBBS & HOULIK, L.C.
Wichita, Kansas
December 3, 1997
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from
Amendment number 1 to form S-6 and is qualified in its entirety by
reference to such Amendment number 1 to form S-6.
</LEGEND>
<SERIES>
<NUMBER> 61
<NAME> RANSON UNIT INVESTMENT TRUST SERIES 61
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-03-1997
<PERIOD-START> DEC-03-1997
<PERIOD-END> DEC-03-1997
<INVESTMENTS-AT-COST> 448,506
<INVESTMENTS-AT-VALUE> 448,506
<RECEIVABLES> 36,755
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 485,261
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> (36,755)
<TOTAL-LIABILITIES> (36,755)
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 448,506
<SHARES-COMMON-STOCK> 47,162
<SHARES-COMMON-PRIOR> 47,162
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 448,506
<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>
