RANSON UNIT INVESTMENT TRUSTS, SERIES 73
Nasdaq-100 Index Trust, Series 4-D seeks to increase the value of your
investment by investing in a portfolio of stocks included in the Nasdaq-100
Index. The Trust seeks to produce investment results that generally correspond
to the price and yield performance of the Nasdaq-100 Index. Neither The Nasdaq
Stock Market, Inc. nor the National Association of Securities Dealers, Inc.
sponsors, endorses or promotes the Trust. The Trust is not affiliated with
these entities. Of course, we cannot guarantee that the Trust will achieve its
objectives.
Units are not deposits or obligations of any bank or government agency and are
not guaranteed.
The Securities and Exchange Commission has not approved or disapproved of these
securities or passed upon the adequacy or accuracy of this prospectus. Any
contrary representation is a criminal offense.
You should read this prospectus and retain it for future reference.
THE DATE OF THIS PROSPECTUS IS NOVEMBER 19, 1998.
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SUMMARY
THE TRUST. Nasdaq-100 Index Trust, Series 4-D (the "Trust") is a separate unit
investment trust included in Ranson Unit Investment Trusts, Series 73 (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 stock index.*
The initial deposit of Securities (including contracts) into the Trust will
consist of at least 100 shares of the stocks which comprise the stock index.
Thereafter, the Sponsor intends to create and maintain the Trust portfolio which
duplicates, to the extent practicable, the weightings of stocks which comprise
the stock index. During the initial deposit period of the Trust the Sponsor
will continue to deposit Securities (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 stock index,
in substantially the same weightings as in the 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-100 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 stock index or to purchase all of such stocks. Additionally, an
investment in Units of the Trust includes payment of sales charges, fees and
expenses which are not considered in the total return of the stock 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 the 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 stock 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 stock
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. If the
Sponsor deposits cash, existing and new investors may experience a dilution of
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* "Nasdaq(Registered Trademark)", "Nasdaq-100(Registered Trademark)" and
"Nasdaq-100 Index(Registered Trademark)" are registered marks of
The Nasdaq Stock Market, Inc. and are licensed for use by the Sponsor.
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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 Funds."
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 the Trust represented by such fraction will
remain unchanged. Units will remain outstanding until redeemed upon tender to
the Trustee by Unitholders, which may include the Sponsor, or until the
termination of the Trust Agreement.
PUBLIC OFFERING PRICE. The Public Offering Price per Unit of the Trust is
based on the underlying value of the Securities in such Trust plus the
applicable initial sales charge described under "Public Offering Of Units-Public
Offering Price." Unitholders will also be assessed a deferred sales charge as
set forth under "Public Offering Of Units-Public Offering Price." If Units were
purchased on the Initial Date of Deposit and held until the mandatory
termination of the Trust, the total sales charge paid would be that amount set
forth under "Fee Table."
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 certain Scudder 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."
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.
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At termination, Unitholders will receive a cash distribution within a reasonable
time after the Trust is terminated. Instead of a cash distribution, Unitholders
who own at least $1,000,000 in Units of the Trust will be able to elect an in
kind distribution. 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 Nasdaq-100 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
Nasdaq-100 Index. For risk considerations related to the Trust, see
"Risk Factors."
NASDAQ-100(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 Nasdaq-100 Trust (through the
Sponsor) is granted licenses to use the trademark and tradenames "Nasdaq,"
"Nasdaq-100," and "Nasdaq-100 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-100 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-100 Index ceases to be
compiled or made available or the anticipated correlation between the
Trust and the Nasdaq-100 Index is not maintained, the Sponsor may direct that
the Trust continue to be operated using the Nasdaq-100 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-100 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-100 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 Nasdaq-100 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-100 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 Trust to be issued or in the determination or
calculation of the equation by which the Units of the 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.
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THE CORPORATIONS DO NOT GUARANTEE THE ACCURACY AND/OR UNINTERRUPTED CALCULATION
OF THE NASDAQ-100 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 NASDAQ-100 TRUST, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF
THE NASDAQ-100 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-100 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 TRUSTS, SERIES 73
ESSENTIAL INFORMATION
AS OF NOVEMBER 18, 1998*
SPONSOR, SUPERVISOR AND EVALUATOR: RANSON & ASSOCIATES, INC.
TRUSTEE: THE BANK OF NEW YORK
NASDAQ-100 TRUST LICENSOR: THE NASDAQ STOCK MARKET, INC.
<TABLE>
<CAPTION>
Nasdaq-100
Trust
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<S> <C>
Cusip (Cash) 753268739
Cusip (Reinvest) 753268747
Number of Units (1) 40,025
Fractional Undivided Interest Per Unit(1) 1/40,025
Public Offering Price:
Aggregate Value of Securities in Portfolio (2) $ 396,250
Aggregate Value of Securities per Unit $ 9.900
Plus total sales charge (3) $ .350
Less deferred sales charge per Unit $ (.250)
Public Offering Price Per Unit (4) $ 10.000
Redemption Price Per Unit (5) $ 9.650
Excess of Public Offering Price Per Unit over Redemption Price Per Unit $ .350
Estimated Organizational Expenses per Unit (2) $ .015
</TABLE>
<TABLE>
<S> <C>
Minimum Value of Trust under which Trust Agreement
may be Terminated The Trust may be terminated if the value thereof is
less than the lower of $2,000,000 or 20% of the total
value of Securities deposited in the Trust during
the initial offering period.
Mandatory Termination Date November 19, 2001
Supervisor's Annual Surveillance Fee Maximum of $0.003 per Unit
Evaluator's Annual Evaluation Fee Maximum of $0.003 per Unit
Trustee's Annual Fee $0.009 per Unit
Record and Computation Dates (6) FIRST day of January, April, July and October
Distribution Dates (6) FIFTEENTH day of January, April, July and October
</TABLE>
Evaluations for purposes of sale, purchase or redemption of Units are made as of
3:15 p.m. Central Time next following receipt of an order for a sale or purchase
of Units or receipt by the Trustee of Units tendered for redemption.
* The business day prior to the Initial Date of Deposit
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(1) As of the close of business on the Initial Date of Deposit, the number
of Units of the Trust 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 accordingly from the amounts indicated above.
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(2) Each Security is valued at the closing sale price on the New York Stock
Exchange. Unitholders will bear all or a portion of the expenses incurred
in organizing and offering the Trust. The Public Offering Price includes
the estimated amount of these costs. The Trustee will deduct these
expenses from the Trust at the end of the initial offering period
(approximately six months).
(3) The total sales charge consists of an initial sales charge and a
deferred sales charge. The initial sales charge is equal to the difference
between the maximum sales charge and the deferred sales charge. The maximum
sales charge is equal to 3.50% of the Public Offering Price per Unit. The
deferred sales charge is equal to $0.250 per Unit.
(4) 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.
(5) The redemption price and secondary market repurchase price include the
estimated organizational costs. These costs are set forth in the "Fee
Table". The redemption price and secondary market repurchase price will not
include these costs after the initial offering period.
(6) Distributions from the Income Account, if any, will be made commencing
on January 4, 1999.
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FEE TABLE
This Fee Table is intended to assist investors in understanding the costs and
expenses that an investor in the Trust will bear directly or indirectly. See
"Public Offering of Units" and "Expenses of the Trust." Although the Trust is a
unit investment trust rather than a mutual fund and may have a term of less than
the periods indicated, this information is presented to permit a comparison of
fees.
<TABLE>
<CAPTION>
Amount Per
Unit
----------
<S> <C> <C>
UNITHOLDER TRANSACTION EXPENSES (AS OF THE INITIAL DATE OF DEPOSIT)
(AS A PERCENTAGE OF OFFERING PRICE)
Initial Sales Charge (1) 1.00% $0.100(1)
Deferred Sales Charge (2) 2.50% 0.250
----- ------
Total Sales Charge 3.50% $0.350
===== ======
ESTIMATED ORGANIZATIONAL EXPENSE PER UNIT (3) .150% $.015
===== ======
ESTIMATED ANNUAL OPERATING EXPENSES (AS OF THE INITIAL DATE OF DEPOSIT)
(AS A PERCENTAGE OF NET ASSETS)
Trustee's Fee .090% $.009
Portfolio Evaluation Fees .030% .003
Surveillance Fee .030% .003
----- ------
Total .150% $.015
===== ======
</TABLE>
<TABLE>
EXAMPLE
Cumulative Expenses Paid for Period of:
------------------------------------------
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
------ ------- ------- --------
An investor would pay the following expenses on a $1,000 investment
assuming the applicable sales charges and an initial estimated operating
expense ratio of .30% on the Trust, a 5% annual return and redemption
at the end of each time period $38 $41 N/A N/A
</TABLE>
The example utilize a 5% annual rate of return as mandated by Securities and
Exchange Commission regulations applicable to mutual funds. The examples should
not be considered representations of past or future expenses or annual rate of
return; the actual expenses and annual rate of return may be more or less than
those assumed for purposes of the examples.
(1) The Initial Sales Charge is equal to the difference between the maximum
sales charge and the deferred sales charge.
(2) The actual Deferred Sales Charge for the Trust is $0.25 per Unit,
irrespective of purchase or redemption price deducted on a monthly basis
commencing June 1999 through November 1999. If the Unit price exceeds
$10.00 per Unit, the Deferred Sales Charge will be less than the
percentage set forth above. If the Unit price is less than $10.00 per
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Unit, the Deferred Sales Charge will exceed the percentage set forth
above. Units purchased subsequent to the initial deferred sales charge
payment will be subject to the initial sales charge and any remaining
deferred sales charge payments.
(3) Unitholders will bear all or a portion of the expenses incurred in
establishing and offering the Trust. The Trustee will deduct the actual
amount of these expenses from the Trust at the end of the initial offering
period.
THE TRUST FUND
Ranson Unit Investment Trusts, Series 73 (the "Fund") includes an underlying
unit investment trust designated as Nasdaq-100 Index Trust, Series 4-D (the
"Trust"). The Fund was created under the laws of the State of New York pursuant
to the 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-100 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 related 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 stock index. During the Initial Adjustment Period, the
Sponsor intends to create and maintain the Trust portfolio which duplicates, to
the extent practicable, the weightings of stocks which comprise the stock index.
The Sponsor anticipates that within the Initial Adjustment Period, the Trust
will comprise the stocks in the stock 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 stock 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 stock index and the Trust portfolio
is expected to be between .97 and .99.
By investing in substantially all of the common stocks, in substantially the
same proportions, which comprise the stock 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 sales charges, fees and
expenses which may not be considered in public statements of the total return of
the stock 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,
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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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maintaining, as closely as practicable the same proportionate relationship among
the Securities in the portfolio as reflected in the stock 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 stock
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 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 stock
index might not result in the purchase of an equal number of shares in any
replacement Security. 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.
The Trust consists of (a) the Securities listed under the "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-100 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-
100 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 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
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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 related portfolio. See "Investment Supervision."
Due to changes in the composition of the Nasdaq-100 Index, adjustments to the
Trust portfolio may be made from time to time. It is anticipated that most of
such changes in the Nasdaq-100 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 index. Since, in most cases, an issuer is removed from an
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 each
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 trust 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-100 INDEX
The Nasdaq-100 Index is composed of 100 of the largest non-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-100 Index is limited to one issue per company. At the time of inclusion
in the Nasdaq-100 Index, index securities must have a minimum market value of at
least $500 million. In the event a security is deleted from the Nasdaq-100
Index, the largest non-financial issue not then in the Nasdaq-100 Index which
meets the applicable criteria will be substituted.
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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 non-financial sector of The Nasdaq Stock Market.
Each security in the Nasdaq-100 Index is represented by its market
capitalization in relation to the total market value of the Nasdaq-100 Index.
Companies are selected using criteria that includes company trading volume,
company visibility, continuity of the components in the Nasdaq-100 Index, and a
good mix of industries represented on The Nasdaq Stock Market. Chicago Board
Options Exchange, the largest options exchange in the world, began trading
Nasdaq-100 Index options on February 7, 1994. As of November 18 1998, the
Nasdaq-100 Index was comprised of the following industry sectors: Technology
Services (31.8%), Computer Technology (21.3%), Telecommunications (18.5%),
Electronic Technology (16.7%), Industrial Services and Transportation (4.5%),
Health Technology (4.1%) and Retail (3.1%). As used herein Electronic
Technology describes companies that manufacture computer chips and other
computer hardware (such as Intel Corporation, Cisco Systems, Inc. and Apple
Computer, Inc.), whereas Technology Services describes publishers of computer
software and operating systems (such as Microsoft Corporation and Oracle
Corporation).
The table below illustrates the characteristics of the average company included
in the Nasdaq-100 Index as of the end of 1997. 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-100 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-100 Index.
<TABLE>
<CAPTION>
FINANCIAL CHARACTERISTICS (MILLIONS) TRADING CHARACTERISTICS (AVERAGES)
- ------------------------------------ ----------------------------------
<S> <C> <S> <C>
Total Assets $ 3,509.2 Share Price $50.0
Shareholders' Equity $ 1,630.8 Number of Market Makers 35.6
Total Revenues $ 2,980.4
Net Income $ 224.4
Shares Outstanding 222.3
Market Value of Shares Outstanding $ 11,114.4
P/E Ratio for Total Index(a,b) 49.5
<FN>
- --------------------
a Total market value divided by total earnings
b These figures represent total data for all index companies.
</FN>
</TABLE>
12
<PAGE>
The following table depicts the Year-End Index Value for the Nasdaq-100 Index
from inception (February 1, 1985) through December 31, 1997. The formula used
in calculating the Nasdaq-100 Index Level is described below. The table uses
data that is adjusted to reflect that the Nasdaq-100 Index level was halved on
January 3, 1994, and does not reflect reinvestment of dividends. Investors
should note that the figures below represent past performance of the Nasdaq-100
Index and not the future performance of the Nasdaq-100 Index or the Nasdaq-100
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 125.00 -
1985 132.30 5.84%
1986 141.41 6.89%
1987 156.25 10.50%
1988 177.41 13.54%
1989 223.84 26.17%
1990 200.53 (10.41)%
1991 330.86 64.99%
1992 360.19 8.86%
1993 398.28 10.58%
1994 404.27 1.50%
1995 576.23 42.54%
1996 821.36 42.54%
1997 990.80 20.63%
1998 (through October 31) 1,400.52 41.35%
Total Return Since Inception 1,020.42%
</TABLE>
Because the Nasdaq-100 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-100 Index is market value weighted. The representation of each
security in the Nasdaq-100 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-100 Index. The level of the Nasdaq-100 Index is calculated as
follows:
Nasdaq -100 Index Level = Current Market Value X 125
--------------------
Adjusted Base Period
Market Value
Adjusted Base Period = Current Market Value X Previous Base
After Adjustments Period Market Value
--------------------
Current Market Value
Before Adjustments
13
<PAGE>
The numeric value level of the Nasdaq-100 Index was established at 250 prior to
the opening of the market on February 1, 1985. The Nasdaq-100 Index value was
halved at the end of 1993. The level of the Nasdaq-100 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-100 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-100 Index.
The Nasdaq-100 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-100 Index formula relies on market forces to
determine the level of the Nasdaq-100 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-100 Index securities from the calculation of the Nasdaq-100 Index
or adjust the Nasdaq-100 Index divisor in those instances where an unusual cash
dividend or spin-off might unduly influence the level of the Nasdaq-100 Index.
The Nasdaq Stock Market, Inc. disseminates calculations of the Nasdaq-100 Index
via Level 2 and Level 3 Nasdaq service and makes the Index calculation available
to information vendors and the print media.
RISK FACTORS
PRICE VOLATILITY. Because the Trust invests in common stocks, you should
understand the risks of investing in common stocks before purchasing Units.
These risks include the risk that the financial condition of the company or the
general condition of the stock market may worsen and the value of the stocks
(and therefore Units) will fall. Common stocks are especially susceptible to
general stock market movements. The value of common stocks often rises or falls
rapidly and unpredictably as market confidence and perceptions of companies
change. These perceptions are based on factors including expectations regarding
government economic policies, inflation, interest rates, economic expansion or
contraction, political climates and economic or banking crises. The value of
Units will fluctuate with the value of the stocks in the Trust and may be more
or less than the price you originally paid for your Units. As with any
investment, we cannot guarantee that the performance of the Trust will be
positive over any period of time. Because the Trust is unmanaged, the Trustee
will not sell stocks in response to market fluctuations as is common in managed
investments.
DIVIDENDS. Common stocks represent ownership interests in a company and are not
obligations of the company. Accordingly, common stockholders have a right to
receive payments from the company that is subordinate to the rights of
creditors, bondholders or preferred stockholders of the company. This means
that common stockholders have a right to receive dividends only if a company's
board of directors declares a dividend and the company has provided for payment
of all of its creditors, bondholders and preferred stockholders. If a company
issues additional debt securities or preferred stock, the owners of these
securities will have a claim against the company's assets before common
stockholders if the company declares bankruptcy or liquidates its assets even
though the common stock was issued first. As a result, the company may be less
willing or able to declare or pay dividends on its common stock.
14
<PAGE>
ADDITIONAL UNITS. The Sponsor may create additional Units of the Trust by
depositing into the Trust additional stocks or cash with instructions to
purchase additional stocks. A cash deposit could result in a dilution of your
investment and anticipated income because of fluctuations in the price of the
stocks between the time of the deposit and the purchase of the stocks and
because the Trust will pay brokerage fees.
VOTING. Only the Trustee may sell or vote the stocks in the Trust. While you
may sell or redeem your Units, you may not sell or vote the stocks in your
Trust. The Sponsor will instruct the Trustee how to vote the stocks. The
Trustee will vote the stocks in the same general proportion as shares held by
other shareholders if the Sponsor fails to provide instructions.
YEAR 2000. The Trust could be negatively impacted if computer systems used by
the Sponsor, Evaluator, Supervisor or Trustee or other service providers to the
Trust do not properly process date-related information after January 1, 2000.
This is commonly known as the "Year 2000 Problem". The Sponsor, Evaluator,
Supervisor and Trustee are taking steps to address this problem and to obtain
reasonable assurances that other service providers to the Trust are taking
comparable steps. We cannot guarantee that these steps will be sufficient to
avoid any adverse impact on the Trust. This problem is expected to impact
corporations to varying degrees based on factors such as industry sector and
degree of technological sophistication. We cannot predict what impact, if any,
this problem will have on the issuers of stocks in the Trust.
TECHNOLOGY ISSUERS. The Nasdaq-100 Index includes a concentration of issuers
within the technology industry. A portfolio concentrated in a single industry
may present more risk than a portfolio broadly diversified over several
industries. The Trust, and therefore Unitholders, may be particularly
susceptible to a negative impact resulting from adverse market conditions or
other factors affecting technology issuers because any negative impact on the
technology industry will not be diversified among issuers within other unrelated
industries. Accordingly, an investment in Units should be made with an
understanding of the characteristics of the technology industry and the risks
involved with such an investment.
Technology companies generally include companies involved in the development,
design, manufacture and sale of computers, computer related equipment, computer
networks, communications systems, telecommunications products, electronic
products, and other related products, systems and services. The market for
technology products and services, especially those specifically related to the
Internet, is characterized by rapidly changing technology, rapid product
obsolescence, cyclical market patterns, evolving industry standards and frequent
new product introductions. Part of a company's success depends on the timely
and successful introduction of new products. An unexpected change in a
particular technology or in the market for certain products may have a negative
impact on a company's operating results. Furthermore, we cannot guarantee that
the companies can respond in time to compete in the rapidly developing
marketplace.
The market for certain technology products and services continues to develop and
rapidly evolve. The number of market entrants continues to increase.
Additionally, some technology companies are just starting their business. These
companies are in the early stage of development and cannot predict their future
performance. It is important to note that following its initial public
offering, a security is likely to experience substantial stock price volatility
and speculative trading. Accordingly, we cannot guarantee that you will receive
an amount greater than or equal to your initial investment when you redeem Units
or when your Trust terminates.
15
<PAGE>
Based on trading history, factors such as announcements of new products or
development of new technologies and general conditions of the industry can cause
stock prices to fluctuate dramatically. At times, however extreme price and
volume fluctuations are unrelated to the operating performance of a company.
This market volatility can impact your ability to redeem Units, or roll over
Units into a new trust, at a price equal to or greater than what you paid.
Some key components of some technology products are currently available only
from single sources. This can impact the cost of and ability to acquire these
components. Accordingly, a company's operating results and customer
relationships could be adversely affected by either an increase in price for, or
an interruption or reduction in supply of, any key components. Additionally,
many technology companies serve highly concentrated customer bases consisting of
a limited number of large customers. These customers may require product
vendors to comply with rigorous and constantly developing industry standards.
Any failure to meet these standards may result in a significant loss or
reduction of sales. Many products and technologies are incorporated into other
related products. As a result, certain companies depend on the performance of
other computer, electronics and communications companies. We cannot guarantee
that these customers will place additional orders, or that a company will obtain
the same or similar orders from other customers. Similarly, certain companies'
success is tied to a relatively small concentration of products or technologies
with intense competition between companies. Accordingly, a decline in demand of
these products, technologies or from customers could have a negative impact on
issuers of the Securities.
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.
Distributions to Unitholders of the Trust's income, other than distributions
which are designated as capital gain dividends, will be taxable as ordinary
income to Unitholders, except that 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 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.
Although distributions generally will be treated as distributed when paid,
distributions declared in October, November or December, payable to Unitholders
of record on a specified date in one of those months and paid during January of
the following year will be treated as having been distributed by the Trust (and
received by the Unitholders) on December 31 of the year such distributions are
declared.
16
<PAGE>
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. 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
Internal Revenue Service Restructuring and Reform Act of 1998 (the "1998 Tax
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) realized from property (with certain exclusions) is
generally subject to a maximum marginal stated tax rate of 20% (10% in the case
of certain taxpayers in the lowest tax bracket). 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 for
determining the holding period of the Unit. Capital gains realized from assets
held for one year or less are taxed at the same rates as ordinary income. Note
that if a Unitholder holds Units for six months or less and subsequently sells
such Units at a loss, the loss will be treated as a long-term capital loss to
the extent that any long-term capital gain distribution is made with respect to
such Units during the six-month period or less that the Unitholder owns the
Units.
The Taxpayer Relief Act of 1997 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. Unitholders should consult their own tax advisers with regard to any
such constructive sales rules.
In addition, it should be noted 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.
Generally, the tax basis of a Unitholder includes sales charges, and such
charges are not deductible. A portion of the sales charge for the Trust is
deferred. It is possible that for federal income tax purposes a portion of the
deferred sales charge may be treated as interest which would be deductible by a
Unitholder subject to limitations on the deduction of investment interest. In
such case, the non-interest portion of the deferred sales charge would be added
to the Unitholder's tax basis in his Units. In any case the income (or proceeds
from redemption) a Unitholder must take into account for federal income tax
purposes is not reduced by amounts deducted to pay the deferred sales charge.
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
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 the Trust
distributions are eligible for the dividends received deduction.
17
<PAGE>
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
of the Trust 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 of the Trust
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 from 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).
Under certain circumstances a Unitholder may be able to request an in kind
distribution upon termination of the Trust. See "Amendment and Termination."
Unitholders electing an in kind distribution of shares of Securities should be
aware that the exchange is subject to taxation and Unitholders will recognize
gain or loss based on the value of the Securities received. Investors
electing an in kind distribution should consult their own tax advisers with
regard to such transaction.
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 States 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 advisors
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 advisors 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.
18
<PAGE>
PUBLIC OFFERING OF UNITS
PUBLIC OFFERING PRICE. During the initial offering period, 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 the initial sales
charge plus a pro rata share of any accumulated dividends in the Income Account
of the Trust. The initial sales charge is equal to the difference between the
maximum sales charge and the remaining deferred sales charge. The maximum sales
charge is equal to 3.50% of the Public Offering Price per Unit (3.535% of the
net amount invested). The deferred sales charge is equal to $0.25 per Unit.
The deferred sales charge will be collected on the first day of each month
beginning on June 1, 1999 and ending on November 1, 1999. Unitholders
purchasing Units after the initial deferred sales charge payment will be subject
to the initial sales charge and any remaining deferred sales charge payments.
Beginning on November 2, 1999, Units are offered at the secondary market
Public Offering Price (which is based on the aggregate underlying value of
the Securities in the Trust and includes only an initial sales charge of 3.50%
of the Public Offering Price which charge is equivalent to 3.535% 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. A portion of the Public Offering Price includes an amount of
Securities to pay for all or a portion of the costs incurred in establishing
the Trust. These costs include the cost of preparing the registration
statement, the Trust indenture and other closing documents, registering
Units with the Securities and Exchange Commission and states, the initial
audit of the Trust portfolio, legal fees and the initial fees and expenses
of the Trustee. These costs will be deducted from the Trust as of the end
of the initial offering period.
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>
Sales Charge
----------------------
Percent of Percent of
Offering Net Amount
Number of Units* Price Invested
---------------- ---------- ----------
<S> <C> <C>
Less than 10,000 3.500% 3.535%
10,000 - 24,999 3.250% 3.232%
25,000 - 49,999 3.000% 3.030%
50,000 - 99,999 2.750% 2.778%
100,000 or more 2.500% 2.525%
<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.
19
<PAGE>
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.
For purposes of calculating the applicable sales charge, purchasers who have
indicated their intent to purchase a specified amount of Units of any Ranson
sponsored unit investment trust in the primary offering period by executing and
delivering a letter of intent to the Sponsor, which letter of intent must be in
a form acceptable to the Sponsor and shall have a maximum duration of thirteen
months, will be eligible to receive a reduced sales charge according to the
following tables based on the amount of intended aggregate purchases as
expressed in the letter of intent. A Unitholder who purchases Units during the
letter of intent period in excess of the number of Units specified in a
Unitholders letter of intent, the amount of which would cause the Unitholder to
be eligible to receive an additional sales charge reduction, will be allowed
such additional sales charge reduction on the purchase of Units which caused the
Unitholder to reach such new breakpoint level on all additional purchases of
Units during the letter of intent period. If the total purchases are less than
the amount specified, the Unitholder involved must pay the Sponsor an amount
equal to the difference between the amount paid for these purchases and the
amounts which would have been paid if the higher sales charge had been applied;
the Unitholder will, however, be entitled to any reduced sales charge qualified
for by reaching any lower breakpoint level.
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 is 100 Units (25 Units for retirement plans and Uniform
Gifts to Minors Act purchases).
20
<PAGE>
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. Broker-dealers and
others will be allowed a concession or agency commission in connection with the
distribution of Units during the initial offering period of 2.50% of the Public
Offering Price. In addition, volume concessions will be allowed as described in
the table below. These volume concessions will be paid to a selling firm based
on aggregate sales of all Ranson indexed equity unit investment trusts
(currently Nasdaq-100 Index Trust, Nasdaq Financial Index Trust, S&P 500 Index
Trust, S&P SmallCap 600 Index Trust and S&P REIT Index Trust Series) by the firm
during a single calendar month.
<TABLE>
<CAPTION>
Aggregate Unit Sales Additional Volume Concession
-------------------- ----------------------------
<S> <C>
$500,000 - $999,999 .10%
$1,000,000 - $1,999,999 .15%
$2,000,000 - $3,999,999 .20%
$4,000,000 - $5,999,999 .25%
$6,000,000 - $9,999,999 .30%
$10,000,000 - $14,999,999 .35%
$15,000,000 - $19,999,999 .40%
$20,000,000 - $49,999,999 .45%
$50,000,000 or more .50%
</TABLE>
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 above.
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
concessions or agency commissions set forth above from time to time. In
addition to such concessions or agency commissions, the Sponsor may, from time
to time, pay or allow additional concessions or agency commissions, 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 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
21
<PAGE>
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.
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.
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 the 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.
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Redemption shall 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 related 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,
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 and diversity of the Trust will
be reduced but each remaining Unit will continue to represent approximately the
same proportional interest in each Security. Sales may be required at a time
when Securities would not otherwise be sold and may result in lower prices than
might otherwise be realized. The price received upon redemption may be more or
less than the amount paid by the Unitholder depending on the value of the
Securities in the portfolio at the time of redemption.
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
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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. During the initial offering period, the
redemption price and the secondary market repurchase price will also include
estimated organizational and offering costs. 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."
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."
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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
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 the 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.
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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 certain mutual funds underwritten or advised by Scudder
Kemper Investments, Inc. at net asset value if such funds are registered in such
Unitholder's state of residence. Since the portfolio securities and investment
objectives of such 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 the prospectus, which can be obtained from the Sponsor upon
request. An investor should read the prospectus of the reinvestment fund
selected prior to making the election to reinvest. Unitholders who desire to
have such distributions automatically reinvested should inform their broker at
the time of purchase or should file with the Program Agent referred to below a
written notice of election.
Unitholders who are receiving distributions in cash may elect to participate in
distribution reinvestment by filing with the Program Agent an election to have
such distributions reinvested without charge. Such election must be received by
the Program Agent at least ten days prior to the Record Date applicable to any
distribution in order to be in effect for such Record Date. Any such election
shall remain in effect until a subsequent notice is received by the Program
Agent. See "Unitholders-Distributions to Unitholders."
The Program Agent is 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 related
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 for the Trust:
(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;
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(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.
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 stock index,
taking into consideration redemptions, sales of additional Units and the other
adjustments referred to elsewhere in this prospectus. See "Trust Portfolio."
Such purchases and sales will be made in accordance with the computer program
utilized to maintain the related 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 a portfolio or to
distribute the proceeds of such disposition to Unitholders (i) as necessary to
reflect any additions to or deletions from the stock index, (ii) as may be
necessary to establish a closer correlation between the Trust portfolio and the
stock 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
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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 stock
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 Funds" 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 of the Trust tendered for
redemption and the payment of expenses.
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.
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The Trustee or successor trustee must mail a copy of the notice of resignation
to all Unitholders then of record, not less than sixty days before the date
specified in such notice when such resignation is to take effect. The Sponsor
upon receiving notice of such resignation is obligated to appoint a successor
trustee promptly. If, upon such resignation, no successor trustee has been
appointed and has accepted the appointment within thirty days after
notification, the retiring Trustee may apply to a court of competent
jurisdiction for the appointment of a successor. The Sponsor may at any time
remove the Trustee, with or without cause, and appoint a successor trustee as
provided in the Trust Agreement. Notice of such removal and appointment shall
be mailed to each Unitholder by the Sponsor. Upon execution of a written
acceptance of such appointment by such successor trustee, all the rights,
powers, duties and obligations of the original Trustee shall vest in the
successor. The Trustee 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
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, of 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.
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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.
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" (20%
of the total value of Securities deposited in the Trust during the initial
offering period), 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 stock 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 termination
proceedings; 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.
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Approximately thirty days prior to termination of the Trust, the Trustee will
notify Unitholders of the termination and provide a form allowing qualifying
Unitholders to elect an in kind distribution. A Unitholder who owns at least
$1,000,000 in Units may request an in kind distribution from the Trustee instead
of cash. The Trustee will make an in kind distribution through the distribution
of each of the Securities of the Trust in book entry form to the account of the
Unitholder's bank or broker-dealer at Depository Trust Company. The Unitholder
will be entitled to receive whole shares of each of the Securities comprising
the portfolio of the Trust and cash from the Capital Account equal to the
fractional shares to which the Unitholder is entitled. The Trustee may adjust
the number of shares of any Security included in a Unitholder's in kind
distribution to facilitate the distribution of whole shares. The Sponsor may
terminate the in kind distribution option at any time upon notice to the
Unitholders. Special federal income tax consequences will result if a
Unitholder requests an in kind distribution. See "Federal Tax Status."
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 currently intends, 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.
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
31
<PAGE>
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 related Trust outstanding as
of the January record date for any annual period.
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 related 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 Nasdaq-100 Trust 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-100 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.
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
32
<PAGE>
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.
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 ALLEN, GIBBS & HOULIK, L.C.
INDEPENDENT AUDITORS
UNITHOLDERS
RANSON UNIT INVESTMENT TRUSTS, SERIES 73
We have audited the accompanying statement of financial condition, including
the Trust portfolio, of Ranson Unit Investment Trusts, Series 73, as of the
opening of business on November 19, 1998, the Initial Date of Deposit. The
statement of financial condition is the responsibility of the Sponsor. Our
responsibility is to express an opinion on the statement of financial
condition 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 financial
condition are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
statement of financial condition. Our procedures included confirmation of
the purchases of Securities to be deposited in the Trust 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 financial condition presentation. We
believe that our audit provides a reasonable basis for our opinion.
In our opinion, the statement of financial condition referred to above
presents fairly, in all material respects, the financial position of
Ranson Unit Investment Trusts, Series 73 as of November 19, 1998, in
conformity with generally accepted accounting principles.
ALLEN, GIBBS & HOULIK, L.C.
Wichita, Kansas
November 19, 1998
34
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 73
STATEMENT OF FINANCIAL CONDITION
AT THE OPENING OF BUSINESS ON NOVEMBER 19, 1998, THE INITIAL DATE OF DEPOSIT
<TABLE>
TRUST PROPERTY
<CAPTION>
Nasdaq-100
Trust
----------
<S> <C>
Contracts to purchase Securities (1) (2) $396,250
Total $396,250
==========
NUMBER OF UNITS 40,025
==========
LIABILITIES AND INTEREST OF UNITHOLDERS
Liabilities-
Organizational costs (3) $ 595
Deferred sales charge liability 10,006
----------
10,601
Interest of Unitholders-
Cost to investors (4) 400,250
Less: Gross underwriting commission and
organizational costs (4) 14,601
----------
Net interest to Unitholders (1) (2) (4) 385,649
----------
Total $396,250
==========
<FN>
- --------------------
Notes:
(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 The Bank of New York or cash
has been deposited with the Trustee covering the funds (aggregating
$396,825) necessary for the purchase of the Securities in the Trust
represented by purchase contracts.
(3) A portion of the Public Offering Price represents an amount sufficient
to pay for all or a portion of the costs incurred in establishing and
offering the Trust. The amount of these costs is set forth in the "Fee
Table." A distribution will be made as of the close of the initial
offering period to an account maintained by the Trustee from which
this obligation of the investors will be satisfied.
(4) The aggregate cost to investors includes the applicable sales charge
assuming no reduction of sales charges for quantity purchases.
</FN>
</TABLE>
35
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 73
NASDAQ-100 INDEX TRUST, SERIES 4-D
PORTFOLIO AS OF NOVEMBER 19, 1998
<TABLE>
<CAPTION>
Theoretical
Percentage (%)
Portfolio of Total
No. Symbol Company Name (1) Shares Cost($)(1) Market Value (2)
- --------- ------ ---------------- ------ ------------ ----------------
<S> <C> <C> <C> <C> <C>
1 MSFT Microsoft Corporation 100 10,975.00 21.47
2 INTC Intel Corporation 100 10,987.50 14.68
3 CSCO Cisco Systems, Inc. 100 7,287.50 9.04
4 WCOM MCI WORLDCOM, Inc. 100 5,531.25 7.99
5 DELL Dell Computer Corporation 100 6,387.50 6.46
6 ORCL Oracle Corporation 100 3,356.25 2.59
7 SUNW Sun Microsystems, Inc. 100 6,662.50 2.00
8 AMGN Amgen Inc. 100 7,925.00 1.60
9 TCOMA Tele-Communications, Inc. 100 3,975.00 1.49
10 YHOO Yahoo! Inc. 100 19,012.50 1.41
11 CMCSK Comcast Corporation 100 5,006.25 1.31
12 ERICY LM Ericsson Telephone Company 100 2,581.25 1.15
13 QWST Qwest Communications International, Inc. 100 4,325.00 1.14
14 COMS 3Com Corporation 100 3,856.25 1.10
15 AMAT Applied Materials, Inc. 100 3,693.75 1.07
16 COST Costco Companies Inc. 100 6,068.75 1.04
17 ASND Ascend Communications, Inc. 100 5,387.50 0.94
18 LVLT Level 3 Communications, Inc. 100 3,687.50 0.90
19 HBOC HBO & Company 100 2,606.25 0.89
20 CPWR Compuware Corporation 100 5,993.75 0.87
21 TLAB Tellabs, Inc. 100 5,468.75 0.84
22 BMCS BMC Software, Inc. 100 4,731.25 0.81
23 SPLS Staples, Inc. 100 3,512.50 0.79
24 PAYX Paychex, Inc. 100 5,262.50 0.68
25 NXTL Nextel Communications, Inc. 100 2,281.25 0.49
26 SPOT PanAmSat Corporation 100 4,168.75 0.49
27 NETA Network Associates, Inc. 100 4,587.50 0.48
28 BGEN Biogen, Inc. 100 7,981.25 0.47
29 CTAS Cintas Corporation 100 5,550.00 0.46
30 NOVL Novell, Inc. 100 1,631.25 0.46
31 AMFM Chancellor Media Corporation 100 4,000.00 0.45
32 LLTC Linear Technology Corporation 100 7,250.00 0.44
33 MXIM Maxim Integrated Products, Inc. 100 4,100.00 0.43
34 NOBE Nordstrom, Inc. 100 3,450.00 0.40
35 PSFT PeopleSoft, Inc. 100 2,131.25 0.39
</TABLE>
36
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 73
NASDAQ-100 INDEX TRUST, SERIES 4-D-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 AAPL Apple Computer, Inc. 100 3,543.75 0.38
37 ALTR Altera Corporation 100 4,900.00 0.38
38 APCC American Power Conversion Corporation 100 4,425.00 0.34
39 PMTC Parametric Technology Corporation 100 1,550.00 0.34
40 CHIR Chiron Corporation 100 2,312.50 0.33
41 QCOM QUALCOMM Incorporated 100 5,743.75 0.32
42 ADCT ADC Telecommunications, Inc. 100 2,887.50 0.31
43 AWIN Allied Waste Industries, Inc. 100 2,125.00 0.31
44 BMET Biomet, Inc. 100 3,500.00 0.31
45 NSCP Netscape Communications Corporation 100 3,925.00 0.31
46 XLNX Xilinx, Inc. 100 5,356.25 0.31
47 FISV Fiserv, Inc. 100 4,675.00 0.30
48 PCAR PACCAR Inc 100 4,800.00 0.30
49 SBUX Starbucks Corporation 100 4,225.00 0.30
50 BBBY Bed Bath & Beyond Inc. 100 2,600.00 0.29
51 QTRN Quintiles Transnational Corp. 100 4,850.00 0.29
52 CNTO Centocor, Inc. 100 4,937.50 0.28
53 CTXS Citrix Systems, Inc. 100 8,268.75 0.28
54 QNTM Quantum Corporation 100 2,125.00 0.28
55 USAI USA Networks, Inc. 100 2,856.25 0.28
56 SNPS Synopsys, Inc. 100 5,000.00 0.27
57 GENZ Genzyme General 100 4,187.50 0.26
58 SIAL Sigma-Aldrich Corporation 100 3,193.75 0.26
59 IMNX Immunex Corporation 100 7,750.00 0.25
60 KLAC KLA-Tencor Corporation 100 3,656.25 0.25
61 JCOR Jacor Communications, Inc. 100 5,925.00 0.24
62 ADBE Adobe Systems Incorporated 100 4,487.50 0.22
63 CEFT Concord EFS, Inc. 100 2,806.25 0.22
64 ERTS Electronic Arts Inc. 100 4,562.50 0.22
65 SSCC Smurfit-Stone Container Corp 100 1,293.75 0.22
66 MOLX Molex Incorporated 100 3,500.00 0.21
67 PHSYB PacifiCare Health Systems, Inc. 100 8,206.25 0.20
68 APOL Apollo Group, Inc. 100 3,031.25 0.19
69 FDLNB Food Lion, Inc. 100 978.13 0.18
70 RTRSY Reuters Group PLC 100 6,012.50 0.18
71 MCCRK McCormick & Company, Incorporated 100 3,375.00 0.17
72 MUEI Micron Electronics, Inc. 100 2,225.00 0.17
</TABLE>
37
<PAGE>
RANSON UNIT INVESTMENT TRUSTS, SERIES 73
NASDAQ-100 INDEX TRUST, SERIES 4-D-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 STEI Stewart Enterprises, Inc. 100 2,250.00 0.17
74 ADPT Adaptec, Inc. 100 1,725.00 0.16
75 MLHR Herman Miller, Inc. 100 2,312.50 0.16
76 NWAC Northwest Airlines Corporation 100 2,437.50 0.16
77 TECD Tech Data Corporation 100 4,200.00 0.16
78 FORE FORE Systems, Inc. 100 1,681.25 0.15
79 MCHP Microchip Technology Incorporated 100 3,562.50 0.14
80 FAST Fastenal Company 100 4,243.75 0.13
81 ROST Ross Stores, Inc. 100 3,350.00 0.13
82 ANDW Andrew Corporation 100 1,775.00 0.12
83 EFII Electronics for Imaging, Inc. 100 2,931.25 0.12
84 ADSK Autodesk, Inc. 100 3,062.50 0.11
85 CBRL Cracker Barrel Old Country Store, Inc. 100 2,287.50 0.11
86 ATML Atmel Corporation 100 1,287.50 0.10
87 GNCI General Nutrition Companies, Inc. 100 1,650.00 0.10
88 WTHG Worthington Industries, Inc. 100 1,300.00 0.10
89 CATP Cambridge Technology Partners, Inc. 100 1,906.25 0.09
90 RXSD Rexall Sundown, Inc. 100 1,512.50 0.09
91 ADTN ADTRAN, Inc. 100 2,618.75 0.08
92 FHCC First Health Group Corp. 100 1,400.00 0.07
93 OXHP Oxford Health Plans, Inc. 100 1,031.25 0.07
94 WCLX Wisconsin Central Transportation Corporation 100 1,756.25 0.07
95 PAIR PairGain Technologies, Inc. 100 1,150.00 0.06
96 CEXP Corporate Express, Inc. 100 606.25 0.05
97 DURA Dura Pharmaceuticals, Inc. 100 1,212.50 0.04
98 PHYC PhyCor, Inc. 100 668.75 0.04
99 SYBS Sybase, Inc. 100 612.50 0.04
100 OFIS U. S. Office Products Company 100 509.38 0.01
-----------
$396,250.00
===========
</TABLE>
38
<PAGE>
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 into on November 18, 1998 and have an expected settlement date
of November 23, 1998 (see "The Trust Fund"). The market value of each
Security is based on the last sale price 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:
<TABLE>
<CAPTION>
Cost to Profit (Loss)
Sponsor to Sponsor
-------- -------------
<S> <C> <C>
Nasdaq-100 Trust $396,825 $(575)
</TABLE>
(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 each stock
index and the value of such stocks may change from time to time, and
because the Trust may not be able to duplicate the stock 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>
<TABLE>
<CAPTION>
CONTENTS PAGE
- -------- ----
<S> <C>
SUMMARY 2
NASDAQ-100(Registered Trademark)
INDEX LICENSING AGREEMENT 4
ESSENTIAL INFORMATION 6
THE TRUST FUND 9
THE TRUST PORTFOLIO 10
THE NASDAQ-100 INDEX 11
RISK FACTORS 14
FEDERAL TAX STATUS 16
PUBLIC OFFERING OF UNITS 19
Public Offering Price 19
Public Distribution of Units 21
Sponsor Profits 22
MARKET FOR UNITS 22
REDEMPTION 22
General 22
Computation of Redemption Price 23
RETIREMENT PLANS 24
UNITHOLDERS 24
Ownership of Units 24
Distributions to Unitholders 25
Distribution Reinvestment 26
Statements to Unitholders 26
Rights of Unitholders 27
INVESTMENT SUPERVISION 27
ADMINISTRATION OF THE TRUST 28
The Trustee 28
The Sponsor 29
The Evaluator 29
Amendment and Termination 30
Limitations on Liability 31
EXPENSES OF THE TRUST 32
LEGAL OPINIONS 33
INDEPENDENT AUDITORS 33
REPORT OF INDEPENDENT AUDITORS 34
STATEMENT OF FINANCIAL CONDITION 35
PORTFOLIO 36
NOTES TO PORTFOLIO 39
</TABLE>
<PAGE>
- ------------------
RANSON
UNIT
INVESTMENT
TRUSTS
- ------------------
-------------------
NASDAQ-100
INDEX TRUST,
SERIES 4-D
-------------------
PROSPECTUS NOVEMBER 19, 1998
