Securities Lawyer's Deskbook                          published by The University of Cincinnati College of Law

Rule 14a-3 -- Exemption from Section 14(a) of the Act for Certain Registered Unit Investment Trusts and Their Principal Underwriters

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1. A registered unit investment trust (hereinafter referred to as the "Trust") engaged exclusively in the business of investing in eligible trust securities, and any principal underwriter for the Trust, shall be exempt from section 14(a) of the Act with respect to a public offering of Trust units: Provided, That:
   
   
   1. At the commencement of such offering the Trust holds at least $100,000 principal amount of eligible trust securities (or delivery statements relating to contracts for the purchase of any such securities which, together with cash or an irrevocable letter of credit issued by a bank in the amount required for their purchase, are held by the Trust for purchase of the securities);
      
      
   2. If, within ninety days from the time that the Trust's registration statement has become effective under the Securities Act of 1933 the net worth of the Trust declines to less than $100,000 or the Trust is terminated, the sponsor for the Trust shall-
      
      
      1. Refund, on demand and without deduction, all sales charges to any unitholders who purchased Trust units from the sponsor , and
         
         
      2. Liquidate the eligible trust securities held by the Trust and distribute the proceeds thereof to the unitholders of the Trust;
         
         
   3. The sponsor instructs the trustee when the eligible trust securities are deposited in the Trust that, in the event that redemptions by the sponsor or any underwriter of units constituting a part of the unsold units results in the Trust having a net worth of less than 40 percent of the principal amount of the eligible trust securities (or delivery statements relating to contracts for the purchase of any such securities which, together with cash or an irrevocable letter of credit issued by a bank in the amount required for their purchase, are held by the Trust for purchase of the securities) initially deposited in the Trust-
      
      
      1. The trustee shall terminate the Trust and distribute the assets thereof to the unitholders of the Trust, and
         
         
      2. The sponsor for the Trust shall refund, on demand and without deduction, all sales charges to any unitholder who purchased Trust units from the sponsor or from any underwriter or dealer participating in the distribution.
         
         
2. For the purposes of determining the availability of the exemption provided by the foregoing subsection, the term "eligible trust securities" shall mean:
   
   
   1. Securities (other than convertible securities) which are issued by a corporation and which have their interest or dividend rate fixed at the time they are issued;
      
      
   2. Interest bearing obligations issued by a state, or by any agency, instrumentality, authority or political subdivision thereof;
      
      
   3. Government securities; and
      
      
   4. Units of a previously issued series of the Trust: Provided, That:
      
      
      1. The aggregate principal amount of units of existing series so deposited shall not exceed 10% of the aggregate principal amount of the portfolio of the new series;
         
         
      2. The aggregate principal amount of units of any particular existing series so deposited shall not exceed 5% of the aggregate principal amount of the portfolio of the new series;
         
         
      3. No units shall be so deposited which do not substantially meet investment quality criteria at least as high as those applicable to the new series in which such units are deposited;
         
         
      4. The value of the eligible trust securities underlying units of an existing series deposited in a new series shall not, by reason of maturity of such securities according to their terms within ten years following the date of deposit, be reduced sufficiently for such existing series to be voluntarily terminated;
         
         
      5. Units of existing series so deposited shall constitute units purchased by the sponsor as market maker and not remaining unsold units from the original distribution of such units; and
         
         
      6. The sponsor shall deposit units of existing series in the new series without a sales charge.

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