As filed with the Securities and Exchange Commission on August 4, 2015

1933 Act File No. 333-204680
1940 Act File No. 811-22925

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 2
TO
FORM S-6

For Registration under the Securities Act of 1933 of Securities of Unit
Investment Trusts Registered on Form N-8B-2

A. Exact name of Trust: ELKHORN UNIT TRUST, SERIES 5

B. Name of Depositor: ELKHORN SECURITIES, LLC

C. Complete address of Depositor's principal executive offices:

207 Reber Street, Suite 201
Wheaton, IL 60187

D. Name and complete address of agents for service:

ELKHORN SECURITIES, LLC
Attention: Benjamin T. Fulton
Chief Executive Officer
207 Reber Street, Suite 201
Wheaton, Illinois 60187

CHAPMAN AND CUTLER LLP
Attention: Morrison C. Warren
111 West Monroe Street
Chicago, Illinois 60603

It is proposed that this filing will become effective (check appropriate box)

/ / immediately upon filing pursuant to paragraph (b)

/ / on (date) pursuant to paragraph (b)

/ / 60 days after filing pursuant to paragraph (a)(1)

/ / on (date) pursuant to paragraph (a)(1) of rule 485

E. Title of securities being registered: Units of fractional undivided
beneficial interest.

F. Approximate date of proposed sale to the public: As soon as
practicable after the effective date of the Registration Statement.

/ / Check box if it is proposed that this filing will become effective on
(date) at (time) Eastern Time pursuant to Rule 487.

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.

Preliminary Prospectus Dated August 4, 2015, Subject to Completion

Elkhorn Unit Trust, Series 5

Elkhorn CAP-X Achievers Portfolio, Series 2

Elkhorn Foundation Pure Water Portfolio, Series 2

Elkhorn Sector Neutral Portfolio of DWA ETFs, Series 2

ELKHORN LOGO

PROSPECTUS

DATED ________, 2015

Portfolios of securities selected by
Elkhorn Securities, LLC
630.355.4676

You should read this prospectus and retain it for future reference.

The Securities and Exchange Commission has not approved or
disapproved of these securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal offense.

================================================================================
OVERVIEW

Elkhorn Unit Trust, Series 5, is a unit investment trust that consists of
the following portfolios (each a "Trust"; collectively, the "Trusts"):

o Elkhorn CAP-X Achievers Portfolio, Series 2 (the "CAP-X Achievers
Trust"): page 2;

o Elkhorn Foundation Pure Water Portfolio, Series 2 (the "Pure Water
Trust"): page 9; and

o Elkhorn Sector Neutral Portfolio of DWA ETFs, Series 2 (the "DWA
Sector Neutral Trust"): page 16.

Elkhorn Securities, LLC ("Elkhorn" or the "Sponsor") serves as the sponsor
of the Trusts.

In lieu of investing in the DWA Sector Neutral Trust, a direct investment
can be made in the underlying exchange-traded funds. These direct investments
can be made without paying the sales charge, operating expenses and
organizational costs of the Trust.

The Trusts are scheduled to terminate in approximately two years.

--------------------------------------------------------------------------------
ELKHORN CAP-X ACHIEVERS PORTFOLIO, SERIES 2
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE

The CAP-X Achievers Trust seeks to provide capital appreciation.

PRINCIPAL INVESTMENT STRATEGY

The Trust seeks to achieve its objective by investing in a portfolio of
common stocks of companies that have an increasing level of sales relative to
capital expenditures. Capital expenditures are funds used by a company to
acquire or upgrade physical assets such as property, industrial buildings,
equipment or a new business. As the age of capital assets approaches record
highs and companies look to grow their businesses through capital reinvestment,
companies increasing capital expenditures may be poised to outperform the
broader market. The companies selected for the Trust have been researched and
evaluated using data-based screening techniques, fundamental analysis and the
judgment of the Sponsor's research team.

Portfolio Selection Strategy

To select the portfolio, the Sponsor begins with the NASDAQ US CapEx
AchieversTM Index, which is an index comprised of U.S. exchange-listed
equities. The U.S.-listed common stocks held by the Trust may include the
common stocks of U.S. and non-U.S. companies. The Index selects issuers that
have recently increased capital expenditures, have historically generated high
returns on invested capital and meet certain market capitalization and
liquidity requirements. Finally, the Sponsor utilizes fundamental analysis to
further narrow the universe of securities. The final portfolio includes
companies that the Sponsor believes will meet the Trust's investment objective.
The Trust may invest in issuers of all market capitalizations.

The Sponsor will also consider a range of factors such as competitive
advantage, industry or sector leadership and/or better-than-average growth
potential.

FUTURE TRUSTS

The Sponsor intends to create future trusts that follow the same general
investment strategy. One such trust is expected to be available approximately
six months after the inception date of the Trust (the "Inception Date") or upon
the Trust's termination. If these future trusts are available, you may be able
to invest your units in a future trust through the rollover option (the
"Rollover"). For a more detailed description see "Rollover" in this prospectus.
Each trust is designed to be part of a longer-term investment strategy.

================================================================================
ESSENTIAL INFORMATION

Unit price at inception $10.00

Inception date August 4, 2015

Termination date August 2, 2017

Distribution date 25th day of June
and December
(commencing on
December 25, 2015, if any)

Record date 10th day of June
and December
(commencing on
December 10, 2015, if any)

Estimated net annual distributions First year: $0.0473
(as of August 3, 2015 and Second year: $0.0464
may vary thereafter)

Evaluation time As of the close of trading of the
New York Stock Exchange
(normally 4:00 p.m., Eastern time;
however, on the first day units
are sold, the evaluation time will
be as of the close of trading on
the New York Stock Exchange or
the time the registration
statement filed with the Securities
and Exchange Commission
becomes effective, if later)

CUSIP Numbers
Cash Distributions
Standard Accounts 28776P107
Fee Account Cash 28776P149
Reinvested Distributions
Standard Accounts 28776P131
Fee Account Reinvest 28776P156

Ticker ELKCBX

Minimum investment $1,000/100 units

PORTFOLIO DIVERSIFICATION
Approximate
Sector Portfolio Percentage
------------------------------------------------------------
Consumer Discretionary 19.97%
Consumer Staples 3.34
Energy 6.63
Financials 13.33
Health Care 26.73
Industrials 13.34
Information Technology 9.96
Materials 6.70
------------------------------------------------------------
Total 100.00%
============================================================

Approximate
Market Capitalization Portfolio Percentage
------------------------------------------------------------
Large-Cap 36.88%
Mid-Cap 23.08
Small-Cap 40.04
------------------------------------------------------------
Total 100.00%
============================================================

Country/Territory Approximate
(Incorporated) Portfolio Percentage
------------------------------------------------------------
Netherlands 3.34%
United States 96.66
------------------------------------------------------------
Total 100.00%
============================================================

PRINCIPAL RISKS

As with all investments, you may lose some or all of your investment in
the Trust. No assurance can be given that the Trust's investment objective will
be achieved. The Trust also might not perform as well as you expect. This can
happen for reasons such as these:

The Portfolio is not Managed. The value of your investment may fall over
time. The Trust will generally hold, and may continue to buy, the same
securities even though a security's outlook, rating, market value or yield may
have changed.

Price Volatility. The value of your investment will fluctuate with changes
in the value of the Trust's securities. Securities prices fluctuate for several
reasons, including changes in investors' perceptions of the financial condition
of an issuer or the general condition of the relevant stock market, such as
current market volatility, or when political or economic events affecting the
issuers occur. In addition, common stock prices may be particularly sensitive to
rising interest rates, as the cost of capital rises and borrowing costs
increase.

Because the Trust is not managed, the Trust will not sell securities in
response to or in anticipation of market fluctuations, as is common in managed
investments. As with any investment, we cannot guarantee that the performance
of the Trust will be positive over any period of time, or that you will not
lose money. Units of the Trust are not deposits of any bank and are not insured
or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

Consumer Products Sector Risk. The Trust invests in the consumer products
sector. As a result, the factors that impact the consumer products sector will
likely have a greater effect on this Trust than on a more broadly diversified
trust. General risks of companies in the consumer products sector include
cyclicality of revenues and earnings, economic recession, currency
fluctuations, changing consumer tastes, extensive competition, product
liability litigation and increased government regulation. A weak economy and
its effect on consumer spending would adversely affect companies in the
consumer products sector.

Health Care Sector Risk. The Trust is concentrated in the health care
sector. As a result, the factors that impact the health care sector will likely
have a greater effect on this Trust than on a more broadly diversified trust.
Some of the risks associated with the health care sector are listed below.
General risks of companies in the health care sector include extensive
competition, generic drug sales, the loss of patent protection, product
liability litigation and increased government regulation.

Small- and Mid-Cap Companies. The Trust invests in securities issued by
small-capitalization and mid-capitalization companies. These securities
customarily involve more investment risk than securities of
large-capitalization companies. Small-capitalization and mid-capitalization
companies may have limited product lines, markets or financial resources and
may be more vulnerable to adverse general market or economic developments.

Dividends. There is no guarantee that the issuers of the securities will
declare dividends in the future or that if declared they will either remain at
current levels or increase over time.

Selection Risk. Securities selected according to this strategy may not
perform as intended. The Trust is exposed to additional risk due to its policy
of investing in accordance with an investment strategy. Although the Trust's
investment strategy is designed to achieve the Trust's investment objective,
the strategy may not prove to be successful. The investment decisions may not
produce the intended results and there is no guarantee that the investment
objective will be achieved.

Financial Condition of an Issuer. The financial condition of an issuer may
worsen or its credit ratings may drop, resulting in a reduction in the value of
your units. This may occur at any point in time, including during the initial
offering period.

Legislation and Litigation. From time to time, various legislative
initiatives or regulatory standards are proposed in the United States and abroad
which may have a negative impact on certain of the companies represented in the
Trust. In addition, litigation regarding any of the issuers of the securities,
or of the industries represented by such issuers may negatively impact the value
of these securities. We cannot predict what impact any pending or proposed
legislation or pending or threatened litigation will have on the value of the
securities.

Inflation Risk. Inflation risk is the risk that the value of assets or
income from investments will be less in the future as inflation decreases the
value of money.

FEE TABLE

The amounts below are estimates of the direct and indirect expenses that
you may incur based on a ten dollar ($10.00) unit price. Actual expenses may
vary.

Percentage
of Public Amount Per
Offering $1,000
Investor Fees Price (1) Invested
-------------------------------------------------
Initial Sales Charge Paid
on Purchase (2) 1.00% $10.00
Deferred Sales Charge (3) 2.45 24.50
Creation and Development
Fee (4) 0.50 5.00
-------------------------------------------------
Maximum Sales Load 3.95% $39.50
-------------------------------------------------
Estimated Organization
Costs (5)
(amount per 100 units
paid by the Trust at the
end of the initial offering
period or after six months,
at the discretion of
the Sponsor) $8.00
=================================================

Approximate
Annual Fund % of Public
Operating Offering Amount Per
Expenses Price (1) 100 Units
------------------------------------------------
Trustee's Fee 0.1050% $1.050
Supervisory Fee 0.0300 0.300
Evaluator's Fee 0.0300 0.300
Bookkeeping and
Administrative Fee 0.0320 0.320
Estimated Other Trust
Operating Expenses (6) 0.1071 1.071
------------------------------------------------
Total 0.3041% $3.041
=================================================

(1) Based on a unit with a $10.00 per unit Public Offering Price as of the
Inception Date.

(2) The initial sales charge provided is based on the unit price on the
Inception Date. Because the initial sales charge equals the difference
between the maximum sales charge and the sum of the remaining deferred
sales charge and the creation and development fee ("C&D Fee") (as described
below), the percentage and dollar amount of the initial sales charge will
vary as the unit price varies and after deferred charges begin. Despite the
variability of the initial sales charge, each investor is obligated to pay
the entire applicable total sales charge.

(3) The deferred sales charge is fixed at $0.245 per unit and is deducted in
monthly installments of $0.0817 per unit on March 25, 2016 and April 25,
2016 and $0.0816 on May 25, 2016. The percentage provided is based on a $10
unit as of the Inception Date and the percentage amount will vary over
time. If units are redeemed prior to the deferred sales charge period, the
entire deferred sales charge will be collected upon redemption.

(4) The C&D Fee compensates the Sponsor for creating and developing the Trust;
the C&D Fee is fixed at $0.05 per unit and is paid to the Sponsor at the
close of the initial offering period, which is expected to be approximately
six months from the Inception Date.

(5) The estimated organization costs include the amount per unit paid by the
Trust at the earlier of the end of the initial offering period or after six
months.

(6) Since certain of the operating expenses are fixed amounts, if the Trust
does not reach a certain size, or falls below such size over its life, the
actual amount of the operating expenses may, in some cases, greatly exceed
the amounts reflected. To the extent the actual operating expenses are
greater than the estimated amount, only the estimated operating expenses
will be charged to the Trust. Any operating expenses exceeding this
estimate will be borne by the Sponsor. Other operating expenses do not
include brokerage costs and other transactional fees, but include a
licensing fee paid by the Trust to The NASDAQ OMX Group, Inc. ("NASDAQ")
for the use of intellectual property owned by NASDAQ and may include global
custody charges.

EXAMPLE

This example helps you compare the cost of the Trust with other unit
trusts and other funds. In the example the Sponsor assumes that you reinvest
your investment in a new trust every other year at a reduced sales charge and
that the Trust's annual return is 5%. Your actual returns and expenses will
vary. Based on these assumptions, you would pay these expenses for every
$10,000 you invest in the Trust:

1 year $ 509
3 years 968
5 years 1,451
10 years 2,535

This example assumes that you continue to follow the trust strategy and
roll your investment, including all distributions, into a new series of the
Trust every other year subject to a rollover sales charge of $0.295 per unit.

TRUST PORTFOLIO
ELKHORN UNIT TRUST, SERIES 5
ELKHORN CAP-X ACHIEVERS PORTFOLIO, SERIES 2
AS OF THE TRUST INCEPTION DATE, AUGUST 4, 2015
---------------------------------------------------------------------------------------------
Percentage Market
of Aggregate Value Cost of
Number of Ticker Offering per Securities
Shares Symbol Issuer Price Share (1) to Trust (2)
---------------------------------------------------------------------------------------------

COMMON STOCKS: 100.00%
Consumer Discretionary: 19.97%
55 AMCX AMC Networks Inc. (4) 3.32% $ 85.02 $ 4,676
40 HD Home Depot Inc. 3.32 116.89 4,676
3 NVR NVR Inc. (4) 3.17 1,488.99 4,467
4 PCLN Priceline Group Inc. (4) 3.52 1,240.48 4,962
209 WGO Winnebago Industries Inc. 3.30 22.25 4,650
603 ZAGG ZAGG Inc. (4) 3.34 7.79 4,697
Consumer Staples: 3.34%
86 MO Altria Group Inc. 3.34 54.66 4,701
Energy: 6.63%
246 MTRX Matrix Service Co. (4) 3.33 19.03 4,681
48 TSO Tesoro Corp. 3.30 96.83 4,648
Financials: 13.33%
151 CNS Cohen & Steers Inc. 3.33 31.04 4,687
256 PFSI PennyMac Financial Services Inc. (4) 3.31 18.22 4,664
824 RCAP RCS Capital Corp. (4) 3.38 5.78 4,763
32 SBNY Signature Bank (4) 3.31 145.81 4,666
Health Care: 26.73%
32 HSIC Henry Schein Inc. (4) 3.34 146.79 4,697
26 HUM Humana Inc. 3.37 182.40 4,742
81 IPCM IPC Healthcare Inc. (4) 3.36 58.46 4,735
21 MCK McKesson Corp. 3.33 223.48 4,693
137 MYGN Myriad Genetics Inc. (4) 3.29 33.83 4,635
39 UNH UnitedHealth Group Inc. 3.35 120.89 4,715
89 USPH US Physical Therapy Inc. 3.36 53.15 4,730
58 WCG WellCare Health Plans Inc. (4) 3.33 80.73 4,682
Industrials: 13.34%
88 AME AMETEK Inc. 3.33 53.29 4,690
90 CBI Chicago Bridge & Iron Co. NV (3) 3.34 52.18 4,696
71 HY Hyster-Yale Materials Handling 3.34 66.23 4,702
342 WNC Wabash National Corp. (4) 3.33 13.70 4,685
Information Technology: 9.96%
89 IDCC InterDigital Inc. 3.32 52.59 4,681
48 MA MasterCard Inc. 3.32 97.44 4,677
141 NTGR NETGEAR Inc. (4) 3.32 33.13 4,671

TRUST PORTFOLIO
ELKHORN UNIT TRUST, SERIES 5 (CONTINUED)
ELKHORN CAP-X ACHIEVERS PORTFOLIO, SERIES 2
AS OF THE TRUST INCEPTION DATE, AUGUST 4, 2015
---------------------------------------------------------------------------------------------
Percentage Market
of Aggregate Value Cost of
Number of Ticker Offering per Securities
Shares Symbol Issuer Price Share (1) to Trust (2)
---------------------------------------------------------------------------------------------

Materials: 6.70%
112 IOSP Innospec Inc. 3.34% $ 42.03 $ 4,707
17 SHW The Sherwin-Williams Co. 3.36 278.21 4,730
----------
$140,806
==========

Notes to Portfolio

(1) The value of each security is based on the most recent closing sale price
of each security as of the close of regular trading on the New York Stock
Exchange on the business day prior to the Trust's Inception Date. The
Trust's investments are classified as Level 1, which refers to security
prices determined using quoted prices in active markets for identical
securities.

(2) The cost of the securities to the Sponsor and the Sponsor's profit (or
loss) (which is the difference between the cost of the securities to the
Sponsor and the cost of the securities to the Trust) are $140,906 and
($100), respectively.

(3) This is a security issued by a foreign company that trades on a U.S.
securities exchange.

(4) This is a non-income producing security.

--------------------------------------------------------------------------------
ELKHORN FOUNDATION PURE WATER PORTFOLIO, SERIES 2
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE

The Pure Water Trust seeks to provide capital appreciation.

PRINCIPAL INVESTMENT STRATEGY

The Trust seeks to achieve its objective by investing in a portfolio of
securities selected through the application of a defined investment strategy
described below. The Trust may include domestic common stocks, American
Depository Receipts ("ADRs") and U.S.-listed foreign securities. The ADRs and
U.S.-listed foreign securities may be from emerging market countries, as
defined by the MSCI World[R] Index. The Sponsor selects domestic and
international companies that it believes are core holdings for a global water
portfolio. The Trust may invest in issuers of all market capitalizations. For
purposes of the Trust's portfolio selection, "pure water companies" are defined
as companies that derive more than 50% of their net revenues from the following
categories within the global water industry: water treatment, water testing,
water infrastructure or distribution or water resource management. Net revenues
are total operating revenues less returns, discounts, allowances, excise taxes,
insurance charges, sales taxes and value-added taxes. The Trust will be
required, under normal circumstances, to invest at least 80% of its net assets
in securities of pure water companies, as defined above.

Elkhorn is committed to supporting the availability of safe drinking
water; as a result, Elkhorn will donate a portion of its profits from the Trust
to the Elkhorn Foundation, which will distribute the funds to organizations
that provide safe water and effective sanitation to those in need.

Portfolio Selection Strategy

The Trust's portfolio was selected in the following manner:

The Sponsor begins by identifying a universe of water companies that it
believes have a significant focus, based on a percentage of net revenues,
generated by the global water industry. The initial universe is identified
through research of companies identified in various research reports, websites,
regulatory filings and financial databases as connected to the global water
business.

The Sponsor then narrows the universe by identifying companies across the
many categories and countries of origin that comprise the global water business
for inclusion in the portfolio through qualitative analysis, which may be
primarily based on, but not limited to, companies that generate a majority of
their net revenue from the global water industry.

The Sponsor will also consider a range of factors such as competitive
advantage, industry or sector leadership and/or better-than-average growth
potential.

At least 80% of the net assets of the portfolio consist of securities of
companies that derive more than 50% of their net revenues from one of the
following categories within the global water industry:

o Water Treatment: Water treatment refers to the application of
technologies and/or processes that alter the composition of water to
achieve a beneficial objective in its uses. The most critical
treatment objective pertains to the global need for healthy drinking
water. Water treatment specifically refers to the process of
converting source water to drinking water of sufficient quality to
comply with applicable regulations, thereby ensuring the protection of
human health, or to treat water in the optimization of an industrial
process;

o Water Testing: This category includes companies that provide services,
manufacture instrumentation or develop techniques for the analysis,
testing or monitoring of water and/or wastewater quality parameters;

o Water Infrastructure/Distribution: This category includes companies
that supply products that are used as a component in the water
infrastructure as it relates to the distribution of water. These
companies include, but are not limited to, water pipe manufacturers;
pump, valve and flow control manufacturers; storage tanks
manufacturers; and those companies that apply a specific technology or
process to pipe rehabilitation, repair or replacement; and

o Water Resource Management: This category includes companies that
provide consulting, engineering and technical services in order to
develop irrigation systems and other water resource management
systems.

The Elkhorn Foundation

The Elkhorn Foundation was formed by the management team at Elkhorn with
the specific mission of helping and serving those less fortunate around the
world.

FUTURE TRUSTS

================================================================================
ESSENTIAL INFORMATION
Unit price at inception $10.00

Inception date August 4, 2015

Termination date August 2, 2017

Distribution date 25th day of June
and December
(commencing on
December 25, 2015, if any)

Record date 10th day of June
and December
(commencing on
December 10, 2015, if any)

Estimated net annual distributions First year: $0.0827
(as of August 3, 2015 and Second year: $0.0812
may vary thereafter)

CUSIP Numbers

Cash Distributions
Standard Accounts 28776P115
Fee Account Cash 28776P172

Reinvested Distributions
Standard Accounts 28776P164
Fee Account Reinvest 28776P180

Ticker ELKWBX

Minimum investment $1,000/100 units

PORTFOLIO DIVERSIFICATION

Approximate
Sector Portfolio Percentage
------------------------------------------------------------
Energy 3.75%
Industrials 70.81
Information Technology 10.04
Materials 3.83
Utilities 11.57
------------------------------------------------------------
Total 100.00%
============================================================

Approximate
Industry Portfolio Percentage
------------------------------------------------------------
Water Infrastructure/Distribution 36.79%
Water Resource Management 59.38
Water Treatment 3.83
------------------------------------------------------------
Total 100.00%
============================================================

Approximate
Market Capitalization Portfolio Percentage
------------------------------------------------------------
Large-Cap 3.82%
Mid-Cap 30.31
Small-Cap 65.87
------------------------------------------------------------
Total 100.00%
============================================================

Country/Territory Approximate
(Incorporated) Portfolio Percentage
------------------------------------------------------------
Brazil 3.81%
Cayman Islands 3.81
Great Britain 3.82
United States 88.56
------------------------------------------------------------
Total 100.00%
============================================================

PRINCIPAL RISKS

Price Volatility. The value of your investment will fluctuate with changes
in the value of the Trust's securities. Securities prices fluctuate for several
reasons including changes in investors' perceptions of the financial condition
of an issuer or the general condition of the relevant stock market, such as
current market volatility, or when political or economic events affecting the
issuers occur. In addition, common stock prices may be particularly sensitive
to rising interest rates, as the cost of capital rises and borrowing costs
increase.

Water Company Risks. The Trust is concentrated in water companies. As a
result, the factors that impact the global water market, generally, and each of
the water companies will likely have a more significant effect on the Trust
than on a more broadly diversified securities portfolio. Companies involved in
the potable water and wastewater businesses are subject to environmental
considerations, taxes, government regulation, price and supply fluctuations,
competition and conservation. The failure of water companies to address these
factors and others involving global water supplies and demand could have an
adverse effect on the companies and the portfolio performance.

Industrials Sector Risks. The Trust is concentrated in the industrials
sector. Certain of the water companies are also industrial companies.
Industrial companies convert unfinished goods into finished durables used to
manufacture other goods or provide services. General risks of industrial
companies include the general state of the economy, intense competition,
consolidation, domestic and international politics, excess capacity and
consumer demand and spending trends. In addition, they may also be
significantly affected by overall capital spending levels, economic cycles,
technical obsolescence, delays in modernization, labor relations, government
regulations and e-commerce initiatives.

Foreign Securities. The Trust invests in U.S.-listed foreign securities and
an ADR. ADRs are issued by a bank or trust company to evidence ownership of
underlying securities issued by foreign corporations. Securities of foreign
issuers present risks beyond those of domestic securities. The prices of foreign
securities can be more volatile than U.S. securities due to such factors as
political, social and economic developments abroad; the differences between the
regulations to which U.S. and foreign issuers and markets are subject; the
seizure by the government of company assets; excessive taxation; withholding
taxes on dividends and interest; limitations on the use or transfer of portfolio
assets; and political or social instability. Other risks include the following:

o Enforcing legal rights may be difficult, costly and slow in foreign
countries, and there may be special problems enforcing claims against
foreign governments;

o Foreign issuers may not be subject to accounting standards or
governmental supervision comparable to U.S. issuers, and there may be
less public information about their operations;

o Foreign markets may be less liquid and more volatile than U.S.
markets;

o Foreign securities often trade in currencies other than the U.S.
dollar. Changes in currency exchange rates may affect the Trust's
value, the value of dividends and interest earned, and gains and
losses realized on the sale of securities. An increase in the strength
of the U.S. dollar relative to these other currencies may cause the
value of the Trust to decline. Certain foreign currencies may be
particularly volatile, and foreign governments may intervene in the
currency markets, causing a decline in value or liquidity in the
Trust's foreign currency holdings; and

o Future political and governmental restrictions might adversely affect
the payment or receipt of income on the foreign securities.

Dividends. There is no guarantee that the issuers of the securities will
declare dividends in the future or that if declared they will either remain at
current levels or increase over time.

Legislation and Litigation. From time to time, various legislative
initiatives or regulatory standards are proposed in the United States and
abroad which may have a negative impact on certain of the companies represented
in the Trust. In addition, litigation regarding any of the issuers of the
securities, or of the industries represented by such issuers, may negatively
impact the value of these securities. We cannot predict what impact any pending
or proposed legislation or pending or threatened litigation will have on the
value of the securities.

Inflation Risk. Inflation risk is the risk that the value of assets or
income from investments will be less in the future as inflation decreases the
value of money.

FEE TABLE

The amounts below are estimates of the direct and indirect expenses that
you may incur based on a ten dollar ($10.00) unit price. Actual expenses may
vary.

Percentage
of Public Amount Per
Offering $1,000
Investor Fees Price (1) Invested
--------------------------------------------------
Initial Sales Charge Paid
on Purchase (2) 1.00% $10.00
Deferred Sales Charge (3) 2.45 24.50
Creation and Development
Fee (4) 0.50 5.00
--------------------------------------------------
Maximum Sales Load 3.95% $39.50
--------------------------------------------------
Estimated Organization
Costs (5)
(amount per 100 units
paid by the Trust at the
end of the initial offering
period or after six months,
at the discretion of
the Sponsor) $8.00
==================================================

Approximate
Annual Fund % of Public
Operating Offering Amount Per
Expenses Price (1) 100 Units
--------------------------------------------------
Trustee's Fee 0.1050% $1.050
Supervisory Fee 0.0300 0.300
Evaluator's Fee 0.0300 0.300
Bookkeeping and
Administrative Fee 0.0320 0.320
Estimated Other Trust
Operating Expenses (6) 0.0335 0.335
--------------------------------------------------
Total 0.2305% $2.305
==================================================

(1) Based on a unit with a $10.00 per unit Public Offering Price as of the
Inception Date.

(5) The estimated organization costs include the amount per unit paid by the
Trust at the earlier of the end of the initial offering period or after six
months.

EXAMPLE

1 year $ 502
3 years 945
5 years 1,414
10 years 2,460

TRUST PORTFOLIO
ELKHORN UNIT TRUST, SERIES 5
ELKHORN FOUNDATION PURE WATER PORTFOLIO, SERIES 2
AS OF THE TRUST INCEPTION DATE, AUGUST 4, 2015
-------------------------------------------------------------------------------------------------
Percentage Market
of Aggregate Value Cost of
Number of Ticker Offering per Securities
Shares Symbol Issuer Price Share (1) to Trust (2)
-------------------------------------------------------------------------------------------------

COMMON STOCKS: 100.00%
Water Infrastructure/Distribution: 36.79%
275 AEGN Aegon Corp. (5) 3.80% $ 19.38 $ 5,330
246 BMI Badger Meter Inc. 10.04 57.23 14,079
2,061 ERII Energy Recovery Inc. (5) 3.87 2.63 5,420
184 FELE Franklin Electric Co. Inc. 3.81 29.00 5,336
217 GRC Gorman-Rupp Co. 3.80 24.54 5,325
586 MWA Mueller Water Products Inc. 3.81 9.11 5,338
300 NWPX Northwest Pipe Co. (5) 3.83 17.88 5,364
98 WTS Watts Water Technologies Inc. 3.83 54.74 5,365
Water Resource Management: 59.38%
501 WMS Advanced Drainage Systems Inc. 9.96 27.86 13,958
1,054 SBS Cia Saneamento Basico Do Estado De
Sao Paulo (4) 3.81 5.07 5,344
447 CWCO Consolidated Water Co. (3) 3.81 11.93 5,333
652 LAYN Layne Christensen Co. (5) 3.76 8.09 5,275
65 LNN Lindsay Corp. 3.85 83.07 5,400
2,063 NES Nuverra Environmental Solutions Inc. (5) 3.75 2.55 5,261
89 PNR Pentair PLC (3) 3.82 60.21 5,359
1,154 PCYO Pure Cycle Corp. (5) 3.95 4.80 5,539
203 TTEK Tetra Tech Inc. 3.82 26.40 5,359
48 VMI Valmont Industries Inc. 3.80 110.94 5,325
623 XYL Xylem Inc. 15.05 33.85 21,089
Water Testing: 3.83%
306 CCC Calgon Carbon Corp. 3.83 17.55 5,370
------------
$ 140,169
============

Notes to Portfolio

(3) This is a security issued by a foreign company that trades on a U.S.
securities exchange.

(4) This is an American Depositary Receipt.

(5) This is a non-income producing security.

--------------------------------------------------------------------------------
ELKHORN SECTOR NEUTRAL PORTFOLIO OF DWA ETFS, SERIES 2
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE

The DWA Sector Neutral Trust seeks to provide capital appreciation.

PRINCIPAL INVESTMENT STRATEGY

The Trust seeks to achieve its objective by selecting certain Invesco
PowerShares DWA sector-based momentum exchange-traded funds ("ETFs") and
weighting them equal to the sector weightings of the S&P 500 Index. The Trust
seeks to capitalize on the tendency of stocks to go in and out of favor through
the U.S. equity market cycles while still maintaining the same sector exposure
as the S&P 500 Index as of three business days before the date of deposit (the
"Selection Date").

The Trust is not designed to track any index, including the S&P 500 Index.
The portfolio is not managed and will not be rebalanced to track changes in the
S&P 500 Index.

Portfolio Selection Strategy

The Trust selects Invesco PowerShares ETFs that utilize Dorsey, Wright and
Associates, LLC's ("DWA") relative strength methodology to select stocks within
each broad-based sector. The Sponsor then weights the selected ETFs to reflect
the sector weightings of the S&P 500 Index on the Selection Date.

DWA is an independent and privately owned registered investment advisory
firm whose business includes professional management of equity portfolios and
investment research services for broker-dealers and large institutions around
the world.

Exchange-Traded Funds

ETFs are investment pools that hold securities. ETFs provide an efficient
and relatively simple way to invest, in that they offer investors the
opportunity to buy and sell an entire basket of securities with a single
transaction throughout the trading day. ETFs are often built like an index fund
but trade like a stock on an exchange. ETFs generally offer advantages similar
to those found in index funds such as low operating costs, performance designed
to track an index, the potential for high tax efficiency and consistent
investment strategies. Unlike conventional mutual funds, ETFs normally issue
and redeem shares on a continuous basis at their net asset value in large
specified blocks of shares, known as "creation units." Market makers, large
investors and institutions deal in creation units. The Trust will buy shares of
the ETFs on the exchanges and will incur brokerage costs.

FUTURE TRUSTS

--------------------------------------------------------------------------------
ESSENTIAL INFORMATION

Unit price at inception $10.00

Inception date August 4, 2015

Termination date August 2, 2017

Distribution date 25th day of June
and December
(commencing on
December 25, 2015, if any)

Record date 10th day of June
and December
(commencing on
December 10, 2015, if any)

Estimated net annual distributions First year: $0.0724
(as of August 3, 2015 and Second year: $0.0711
may vary thereafter)

CUSIP Numbers

Cash Distributions
Standard Accounts 28776P123
Fee Account Cash 28776P206

Reinvested Distributions
Standard Accounts 28776P198
Fee Account Reinvest 28776P214

Ticker ELKSBX

Minimum investment $1,000/100 units

PRINCIPAL RISKS

Because the Trust is not managed, the Trust will not sell securities in
response to or in anticipation of market fluctuations, as is common in managed
investments. As with any investment, we cannot guarantee that the performance
of any Trust will be positive over any period of time, or that you will not
lose money. Units of the Trust are not deposits of any bank and are not insured
or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

ETF Risk. The Trust invests in shares of ETFs. ETFs are investment pools
that hold other securities. The ETFs in the Trust are usually passively managed
index funds that seek to replicate the performance or composition of a
recognized securities index. ETFs are subject to various risks, including
management's ability to meet the fund's investment objective. Shares of ETFs may
trade at a discount from their net asset value in the secondary market. This
risk is separate and distinct from the risk that the net asset value of the ETF
shares may decrease. The amount of such discount from net asset value is subject
to change from time to time in response to various factors. The underlying ETF
has management and operating expenses. Consequently, you will bear not only your
share of the Trust's expenses, but also the expenses of the underlying ETFs. As
a result of the Trust's investment in ETFs, you will incur greater expenses than
if you invest directly in the ETFs.

The ETFs are subject to annual fees and expenses, including a management
fee. Unitholders of the Trust will bear these fees in addition to the fees and
expenses of the Trust. See "Fees and Expenses" for additional information.

The Trust is subject to an ETF's index correlation risk. To the extent
that an underlying ETF is an index-tracking ETF, index correlation risk is the
risk that the performance of an ETF will vary from the actual performance of
the fund's target index, known as "tracking error." This can happen due to fund
expenses, transaction costs, market impact, corporate actions (such as mergers
and spin-offs) and timing variances.

The financial condition of an ETF or an issuer of securities held by an
ETF may worsen, resulting in a reduction in the value of your units. This may
occur at any point in time, including during the primary offering period.

Consumer Products Sector Risk. Certain ETFs held by the Trust invest in the
consumer products sector. As a result, the factors that impact the consumer
products sector will likely have a greater effect on this Trust than on a more
broadly diversified trust. General risks of companies in the consumer products
sector include cyclicality of revenues and earnings, economic recession,
currency fluctuations, changing consumer tastes, extensive competition, product
liability litigation and increased government regulation. A weak economy and its
effect on consumer spending would adversely affect companies in the consumer
products sector.

Technology Risk Factor. Certain ETFs held by the Trust invest in the
technology sector. As a result, the factors that impact the information
technology sector will likely have a greater effect on this Trust than on a
more broadly diversified trust. Companies involved in this sector must contend
with rapid changes in technology, intense competition, government regulation
and the rapid obsolescence of products and services. Furthermore, sector
predictions may not materialize and the companies selected for the Trust may
not represent the entire sector and may not participate in the overall sector
growth.

Small- and Mid-Cap Companies. Certain ETFs held by the Trust invest in
securities issued by small-capitalization and mid-capitalization companies.
These securities customarily involve more investment risk than securities of
large-capitalization companies. Small-capitalization and mid-capitalization
companies may have limited product lines, markets or financial resources and
may be more vulnerable to adverse general market or economic developments.

Selection Risk. Securities selected according to this strategy may not
perform as intended. The Trust is exposed to additional risk due to its policy
of investing in accordance with an investment strategy. Although the Trust's
investment strategy is designed to achieve the Trust's investment objective, the
strategy may not prove to be successful. The investment decisions may not
produce the intended results and there is no guarantee that the investment
objective will be achieved.

Legislation and Litigation. From time to time, various legislative
initiatives or regulatory standards are proposed in the United States and
abroad which may have a negative impact on certain of the companies represented
in the Trust. In addition, litigation regarding any of the issuers of the
securities, or of the industries represented by such issuers, may negatively
impact the value of these securities. We cannot predict what impact any pending
or proposed legislation or pending or threatened litigation will have on the
value of the securities.

Inflation Risk. Inflation risk is the risk that the value of assets or
income from investments will be less in the future as inflation decreases the
value of money.

FEE TABLE

The amounts below are estimates of the direct and indirect expenses that
you may incur based on a ten dollar ($10.00) unit price. Actual expenses may
vary.

Approximate
Annual Fund % of Public
Operating Offering Amount Per
Expenses Price (1) 100 Units
--------------------------------------------------
Trustee's Fee 0.1050% $1.050
Supervisory Fee 0.0300 0.300
Evaluator's Fee 0.0300 0.300
Bookkeeping and
Administrative Fee 0.0320 0.320
Estimated Other Trust
Operating Expenses (6) 0.0295 0.295
Estimated Acquired Fund
Expenses (7) 0.6020 6.020
--------------------------------------------------
Total 0.8285% $8.285
==================================================

(1) Based on a unit with a $10.00 per-unit Public Offering Price as of the
Inception Date.

(5) The estimated organization costs include the amount per unit paid by the
Trust at the earlier of the end of the initial offering period or after six
months.

(7) Although not an actual Trust operating expense, the Trust, and therefore
the unitholders of the Trust, will indirectly bear similar operating
expenses of the ETFs held by the Trust in the estimated amount provided
above. Estimated ETF expenses are based upon the net asset value of the
number of ETF shares held by the Trust per unit multiplied by the Annual
Operating Expenses of the ETFs for the most recent fiscal year. Unitholders
will therefore indirectly pay higher expenses than if the underlying ETFs
were held directly. Please note that the Sponsor or an affiliate may be
engaged as a service provider to certain ETFs held by your Trust and
therefore certain fees paid by your Trust to such ETFs will be paid to the
Sponsor or an affiliate for its services of such ETFs.

EXAMPLE

1 year $ 562
3 years 1,121
5 years 1,704
10 years 3,044

TRUST PORTFOLIO
ELKHORN UNIT TRUST, SERIES 5
ELKHORN SECTOR NEUTRAL PORTFOLIO OF DWA ETFS, SERIES 2
AS OF THE TRUST INCEPTION DATE, AUGUST 4, 2015
--------------------------------------------------------------------------------------------
Percentage Market
of Aggregate Value Cost of
Number of Ticker Offering per Securities
Shares Symbol Issuer Price Share (1) to Trust (2)
--------------------------------------------------------------------------------------------

EXCHANGE-TRADED FUNDS: 100.00%
80 PYZ PowerShares DWA Basic Materials
Momentum Portfolio 2.88% $ 50.60 $ 4,048
376 PEZ PowerShares DWA Consumer Cyclical
Momentum Portfolio 12.95 48.45 18,217
237 PSL PowerShares DWA Consumer Staples
Momentum Portfolio 9.63 57.14 13,542
253 PXI PowerShares DWA Energy
Momentum Portfolio 7.15 39.72 10,049
739 PFI PowerShares DWA Financials
Momentum Portfolio 16.80 31.97 23,626
337 PTH PowerShares DWA Healthcare
Momentum Portfolio (3) 15.61 65.14 21,952
656 PTF PowerShares DWA Technology
Momentum Portfolio 19.80 42.45 27,847
340 PUI PowerShares DWA Utilities
Momentum Portfolio 5.27 21.79 7,409
303 PRN PowerShares Dynamic Industrials
Momentum Portfolio 9.91 46.01 13,941
------------
$ 140,631
============

Notes to Portfolio

(3) This is a non-income producing security.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Unitholders
Elkhorn Unit Trust, Series 5

We have audited the accompanying statements of financial condition,
including the Trust portfolios set forth on pages 7, 8, 15, and 21 of this
prospectus, of Elkhorn Unit Trust, Series 5, as of August 4, 2015, the initial
date of deposit. The statements of financial condition are the responsibility
of the Trusts' Sponsor. Our responsibility is to express an opinion on these
statements of financial condition based on our audits.

We conducted our audits in accordance with auditing standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits to obtain reasonable assurance
about whether the statement of financial condition is free of material
misstatement. We were not engaged to perform an audit of the Trusts' internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Trusts' internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the statement of financial condition and assessing the accounting principles
used and significant estimates made by the Sponsor, as well as evaluating the
overall statement of financial condition presentation. Our procedures included
confirmation with The Bank of New York Mellon, the Trustee, of cash or an
irrevocable letter of credit deposited for the purchase of securities as shown
in the statement of financial condition as of August 4, 2015. We believe that
our audits of the statements of financial condition provide a reasonable basis
for our opinion.

In our opinion, the statements of financial condition referred to above
present fairly, in all material respects, the financial position of Elkhorn
Unit Trust, Series 5, as of August 4, 2015, in conformity with accounting
principles generally accepted in the United States of America.

/s/ Grant Thornton LLP

Chicago, Illinois
August 4, 2015

Elkhorn Unit Trust, Series 5

Statements of Financial Condition
as of August 4, 2015
Elkhorn
Elkhorn Elkhorn Sector Neutral
CAP-X Foundation Portfolio of
Achievers Pure Water DWA ETFs,
Investment in securities Portfolio, Series 2 Portfolio, Series 2 Series 2
---------------------------------------------------------------------------------------------------

Contracts to purchase underlying
securities (1)(2) $ 140,806 $ 140,169 $ 140,631
---------------------------------------------------------------------------------------------------
Total $ 140,806 $ 140,169 $ 140,631
---------------------------------------------------------------------------------------------------
Liabilities and interest of investors
Liabilities
Organization costs (3) $ 1,138 $ 1,133 $ 1,136
Deferred sales fee (4) 3,485 3,469 3,480
Creation and development fee (4) 711 708 710
---------------------------------------------------------------------------------------------------
Total $ 5,334 $ 5,310 $ 5,326
---------------------------------------------------------------------------------------------------
Interest of investors:
Cost to investors (6): $ 142,230 $ 141,580 $ 142,050
Less initial sales fee (4) (5) 1,424 1,411 1,419
Less deferred sales fee, creation
and development fee and
organization costs (3) (4) (6) $ 5,334 $ 5,310 $ 5,326
---------------------------------------------------------------------------------------------------
Net interest of investors 135,472 134,859 135,305
---------------------------------------------------------------------------------------------------
Total $ 140,806 $ 140,169 $ 140,631
---------------------------------------------------------------------------------------------------
Number of units 14,223 14,158 14,205
---------------------------------------------------------------------------------------------------
Net asset value per unit $ 9.525 $ 9.525 $ 9.525
---------------------------------------------------------------------------------------------------

(1) Aggregated cost of the securities is based on the closing sales price
evaluations on the business day prior to the Trust's Inception Date as
determined by the Evaluator.

(2) Cash or an irrevocable letter of credit has been deposited with The Bank of
New York Mellon (the "Trustee") covering the funds (aggregating $450,000
for the Trusts) necessary for the purchase of securities in the Trusts
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 the Trusts.
These costs have been estimated at $8.00 per 100 units for the Trusts. A
distribution will be made as of the earlier of the close of the initial
offering period or six months following each Trust's Inception Date to an
account maintained by the Trustee from which this obligation of the
investors will be satisfied. To the extent the actual organization costs
are greater than the estimated amount, only the estimated organization
costs added to the public offering price will be reimbursed to the Sponsor
and deducted from the assets of the applicable Trust.

(4) The total sales charge consists of an initial sales charge, a deferred
sales charge and a creation and development fee. The maximum sales charge
is $3.95 per 100 units. The deferred sales charge is equal to $2.45 per 100
units and the creation and development fee is equal to $0.50 per 100 units.

(5) The aggregated cost to investors includes the applicable transactional
sales charge assuming no reduction of transactional sales charges for
quantity purchases.

(6) Each Trust is committed to pay a creation and development fee of $5.00 per
100 units at the close of the initial public offering period. The creation
and development fee will not be assessed to units that are redeemed prior
to the close of the initial offering period.

THE TRUSTS

HOW TO BUY UNITS

You can buy units of a Trust on any business day the New York Stock
Exchange is open by contacting your financial professional. Units may be
purchased in denominations of one unit or any multiple thereof, subject to the
minimum investment requirement. Fractions of units, if any as the result of
reinvestment of dividends or a rollover transaction, will be computed to three
decimal places. Unit prices are available daily on the Internet at
www.elkhorn.com/UITS. The public offering price of the units includes:

o the net asset value per unit, plus

o organization costs, plus

o the sales charge.

The "net asset value per unit" is the value of the securities, cash and
other assets in a Trust reduced by the liabilities of that Trust divided by the
total units outstanding. The Sponsor often refers to the public offering price
of units as the "offer price" or "purchase price." The offer price will be
effective for all orders received prior to the close of regular trading on the
New York Stock Exchange (normally 4:00 p.m. Eastern time). If the Sponsor
receives your order prior to the close of regular trading on the New York Stock
Exchange or authorized financial professionals receive your order prior to that
time, then you will receive the price computed on the date of receipt. If the
Sponsor receives your order after the close of regular trading on the New York
Stock Exchange or if authorized financial professionals receive your order after
that time, then you will receive the price computed on the date of the next
determined offer price provided that your order is received in a timely manner
on that date. It is the responsibility of the authorized financial professional
to transmit the orders that they receive to the Sponsor in a timely manner.
Certain broker-dealers and clearing firms may charge a transaction or other fee
for processing unit purchase orders. Units of a Trust are available for purchase
through financial professionals, including the Sponsor, and are not available
for purchase directly from the Trust.

Value of the Securities. The Sponsor determines the value of the
securities as of the close of regular trading on the New York Stock Exchange on
each day that exchange is open. The Sponsor generally determines the value of
securities using the last sale price for securities traded on a national
securities exchange. For this purpose, the trustee provides the Sponsor with
closing prices from a reporting service approved by the Sponsor. In some cases,
the Sponsor will price a security based on its fair value after considering
appropriate factors relevant to the value of the security. This will only be
done if a security is not principally traded on a national securities exchange
or if the market quotes are unavailable or inappropriate.

The Sponsor determined the initial prices of the securities shown under
"Portfolio" for your Trust in this prospectus as described above at the close
of regular trading on the New York Stock Exchange on the business day before
the date of this prospectus. On the first day the Sponsor sells units it will
compute the unit price as of the close of regular trading on the New York Stock
Exchange or the time the registration statement filed with the Securities and
Exchange Commission becomes effective, if later.

Organization Costs. During the initial offering period, part of the public
offering price of the units represents an amount that will pay the costs of
creating your Trust. These costs include the costs of preparing the registration
statement and legal documents, federal and state registration fees, the
portfolio consulting fee, if any, the initial fees and expenses of The Bank of
New York Mellon (the "Trustee") and the initial audit. Your Trust will sell
securities to reimburse the Sponsor for these costs at the end of the initial
offering period or after six months, if earlier. The value of your units will
decline when your Trust pays these costs.

Organization costs will only be included in the public offering price
during the initial offering period.

Transactional Sales Charge. You pay a fee when you buy units. We refer to
this fee as the "transactional sales charge." The transactional sales charge
has both an initial and a deferred component and is 3.45% of the Public
Offering Price, based on a $10 unit. This percentage amount of the
transactional sales charge is based on the unit price on the Inception Date.
Because the transactional sales charge equals the difference between the
maximum sales charge and the C&D Fee, the percentage and dollar amount of the
transactional sales charge will vary as the unit price varies. The
transactional sales charge does not include the C&D Fee, which is described
under "Fee Table" in this prospectus.

Initial Sales Charge. Based on a $10 unit, the initial sales charge is
equal to 1.00% of the Public Offering Price. The initial sales charge, which
you will pay at the time of purchase, is equal to the difference between the
maximum sales charge (3.95% of the Public Offering Price) and the sum of the
maximum remaining deferred sales charges and the C&D Fee (initially $0.295 per
unit). The dollar amount and percentage amount of the initial sales charge will
vary over time.

Deferred Sales Charge. To keep your money working longer, we defer payment
of the rest of the transactional sales charge through the deferred sales charge
($0.245 per unit). In limited circumstances and only if deemed in the best
interests of unitholders, the Sponsor may delay the payment of the deferred
sales charge from the dates listed under "Fee Table."

Units purchased subsequent to the initial deferred sales charge payment
will be subject to the initial sales charge, the remaining deferred sales
charge payments and the creation and development fee. Units sold or redeemed
prior to such time as the entire applicable deferred sales charge has been
collected will be assessed the remaining deferred sales charge at the time of
such sale or redemption.

Reducing Your Sales Charge. We offer a variety of ways for you to reduce
the maximum sales charge you pay. It is your financial professional's
responsibility to alert us of any discount when you order units. Since the
deferred sales charge and the C&D Fee are a fixed dollar amount per unit, your
Trust must charge the deferred sales charge and the C&D Fee per unit regardless
of any discounts. However, when you purchase units of your Trust, if you are
eligible to receive a discount such that your total maximum sales charge is
less than the fixed dollar amount of the deferred sales charge and the C&D Fee,
the Sponsor will credit you the difference between your maximum sales charge
and the sum of the deferred sales charge and the C&D Fee at the time you buy
units by providing you with additional units.

Large Purchases. You can reduce your maximum sales charge by increasing
the size of your investment.

Investors who make large purchases are entitled to the following sales
charge schedule:

Purchase Amount Sales Charge
-------------------------------
Less than $50,000 3.95%
$50,000-$99,999 3.70%
$100,000-$249,999 3.45%
$250,000-$499,999 3.10%
$500,000-$999,999 2.95%
$1,000,000 or more 2.45%

You may aggregate unit purchases by the same person on any single day from
any one broker-dealer to qualify for a purchase level. You can include these
purchases as your own for purposes of this aggregation:

o purchases by your spouse, or equivalent if recognized under local law,
or children (including step-children) under the age of 21 living in
the same household; and

o purchases by your trust estate or fiduciary accounts (including
pension, profit sharing or employee benefit plans, as well as
multiple-employee benefit plans of a single employer or affiliated
employers, provided they are not aggregated with personal accounts).

The discounts described above apply only during the initial offering
period. There can be no assurance that the Sponsor will create future trusts
with investment strategies similar to your Trust or that may fit within your
investment parameters. You must inform your dealer of any combined purchases
before the sale in order to be eligible for a reduced sales charge.

Advisory and Fee Accounts. Elkhorn eliminates the transactional sales
charge for purchases made through registered investment advisers, certified
financial planners or registered broker-dealers who charge periodic fees in lieu
of commissions, who charge for financial planning or for investment advisory or
asset management services or who provide these services as part of an investment
account where a comprehensive "wrap fee" is imposed (a "Fee Account").

This discount applies during the initial offering period and in the
secondary market. Your financial professional may purchase units with the Fee
Account CUSIP numbers to facilitate purchases under this discount; however, we
do not require that you buy units with these CUSIP numbers to qualify for the
discount. If you purchase units with these special CUSIP numbers, you should be
aware that you may have the distributions automatically reinvested into
additional units of your Trust or receive cash distributions. We reserve the
right to limit or deny purchases of units not subject to the transactional
sales charge by investors whose frequent trading activity we determine to be
detrimental to your Trust. We, as Sponsor, will receive and you will pay the
C&D Fee. See "Expenses" in this prospectus.

Exchange or Rollover Option. If you are buying units of your Trust in the
primary market with redemption or termination proceeds from any unit trust, you
may purchase units at 99% of the maximum Public Offering Price, which may
include an up-front sales charge and a deferred sales charge. To qualify for
this sales charge reduction, the termination or redemption proceeds being used
to purchase units of your Trust must be no more than 30 days old. Such
purchases entitled to this sales charge reduction may be classified as
"Rollover Purchases." An exchange or rollover is generally treated as a sale
for federal income tax purposes. See "Taxes" in this prospectus. Rollover
Purchases are also subject to the C&D Fee. See "Expenses" in this prospectus.

Employees. We do not charge the portion of the transactional sales charge
that we would normally pay to your financial professional for purchases made by
officers, directors and employees and their family members (spouses, children
under the age of 21 living in the same household and parents) of Elkhorn and its
affiliates, or by registered representatives of selling firms and their family
members (spouses, children under the age of 21 living in the same household and
parents). Please see "Distribution of Units" for more information about the
portion of the sales charge that is paid to distribution firms. You pay only the
portion of the fee that the Sponsor retains. Such purchases are also subject to
the C&D Fee. This discount applies during the initial offering period and in the
secondary market. Only those broker-dealers that allow their employees to
participate in employee discount programs will be eligible for this discount.

Dividend Reinvestment Plan. We do not charge any transactional sales
charge when you reinvest distributions from your Trust into additional units of
the Trust. Since the deferred sales charge is a fixed dollar amount per unit,
your Trust must charge the deferred sales charge per unit regardless of this
discount. If you elect the distribution reinvestment plan, we will credit you
with additional units with a dollar value sufficient to cover the amount of any
remaining deferred sales charge that will be collected on such units at the
time of reinvestment. The dollar value of these units will fluctuate over time.
This discount applies during the initial offering period and in the secondary
market. See "How to Buy Units" in this prospectus for more information
regarding buying units.

How We Distribute Units. We sell units to the public through
broker-dealers and other firms. We pay part of the sales charge you pay to
these distribution firms when they sell units. The distribution fee paid for a
given transaction in your Trust is as follows:

Concession per Unit
(as a % of the Public
Purchase Amount Offering Price)
----------------------------------------
Less than $49,999 3.15%
$50,000-$99,999 2.90
$100,000-$249,999 2.65
$250,000-$499,999 2.35
$500,000-$999,999 2.25
$1,000,000 or more 1.80
Fee Accounts 0.00

We apply these amounts as a percent of the unit price at the time of the
transaction.

Broker-dealers and other firms that sell units of your Trust are eligible
to receive additional compensation for volume sales. Such payments will be in
addition to the above regular concessions.

Sales During Concession
Calendar Quarter per Unit
--------------------------------------------------
$5,000,000 but less than $10,000,000 0.050%
$10,000,000 but less than $25,000,000 0.075%
$25,000,000 but less than $50,000,000 0.100%
$50,000,000 but less than $100,000,000 0.125%
$100,000,000 or more 0.150%
Alpha Partnership Program*

* Elkhorn periodically offers opportunities for firms to become part of its
"Alpha Partnership Program." Alpha Partners meet certain requirements and
provide additional information to become part of the program and are paid
based on the Alpha Partner volume concession schedule. For more
information, please contact the Sponsor.

These amounts are applied as a percent of the unit price per transaction at
the time of the transaction and will be retroactive to the prior sales once
$5,000,000 in sales has been reached for the calendar quarter. Such payments
will be in addition to the regular concessions paid to dealer firms as set forth
in the applicable Trust's prospectus. Eligible dealer firms and other selling
agents include clearing firms that place orders with Elkhorn and provide Elkhorn
with information with respect to the representatives who initiated such
transactions. Eligible dealer firms and other selling agents will not include
firms that solely provide clearing services to other broker-dealer firms or
firms who place orders through clearing firms that are eligible dealers. In
determining whether the above volume sales levels are met, eligible unit trusts
include all Elkhorn unit trusts sold in the primary market, either on a
transactional or fee-based account basis, however dealers and other selling
agents will not receive a concession on the sale of units which are not subject
to a transactional sales charge. Redemptions of units during the primary
offering period will reduce the amount of units used to calculate the volume
concessions.

Elkhorn reserves the right to modify or terminate the volume concession
program at any time. In addition, whether certain sales will be included in
determining whether a firm has met the sales level breakpoints for volume
concessions also will be subject to the policies of the related selling firm.
The Sponsor may also pay to certain dealers an administrative fee for
information or service used in connection with the distribution of trust units.
Such amounts will be in addition to any concessions received for the sale of
units.

In addition to the concessions described above, the Sponsor may pay
additional compensation out of its own assets to broker-dealers that meet
certain sales targets and that have agreed to provide services relating to a
Trust to their customers. This compensation is intended to result in additional
sales of Elkhorn products and/or compensate broker-dealers and financial
advisers for past sales. A number of factors are considered in determining
whether to pay these additional amounts. Such factors may include, but are not
limited to, the level or type of services provided by the intermediary, the
level or expected level of sales of Elkhorn products by the intermediary or its
agents, the placing of Elkhorn products on a preferred or recommended product
list, access to an intermediary's personnel, and other factors.

The Sponsor makes these payments for marketing, promotional or related
expenses, including, but not limited to, expenses of entertaining retail
customers and financial advisers, advertising, sponsorship of events or
seminars, obtaining information about the breakdown of unit sales among an
intermediary's representatives or offices, obtaining shelf space in
broker-dealer firms and similar activities designed to promote the sale of the
Sponsor's products. The Sponsor may make such payments to many intermediaries
that sell Elkhorn products. The Sponsor may also make certain payments to, or
on behalf of, intermediaries to defray a portion of their costs incurred for
the purpose of facilitating unit sales, such as the costs of developing trading
or purchasing trading systems to process unit trades.

Payments of such additional compensation, some of which may be
characterized as "revenue sharing," may create an incentive for financial
intermediaries and their agents to sell or recommend an Elkhorn product,
including your Trust, over products offered by other sponsors or fund
companies. These arrangements will not change the price you pay for your
units.

We generally register units for sale in various states in the United
States. We do not register units for sale in any foreign country. It is your
financial professional's responsibility to make sure that units are registered
or exempt from registration if you are a foreign investor or if you want to buy
units in another country. This prospectus does not constitute an offer of units
in any state or country where units cannot be offered or sold lawfully. We may
reject any order for units in whole or in part. We may gain or lose money when
we hold units in the primary or secondary market due to fluctuations in unit
prices. The gain or loss is equal to the difference between the price we pay for
units and the price at which we sell or redeem them. We may also gain or lose
money when we deposit securities to create units. For example, we lost the
amount set forth in each Trust's "Trust Portfolio" on the initial deposit of
securities into each Trust.

HOW TO SELL YOUR UNITS

You can sell your units on any business day by contacting your financial
professional or, in some cases, the Trustee. Unit prices are available daily on
the Internet at www.elkhorn.com/UITS or through your financial professional. We
often refer to the sale price of units as the "liquidation price." You pay any
remaining deferred sales charge when you sell or redeem your units. Certain
broker-dealers may charge a transaction fee for processing unit redemptions or
sale requests. Until the end of the initial offering period or six months after
the Inception Date, at the discretion of the Sponsor, the price at which the
Trustee will redeem units and the price at which the Sponsor may repurchase
units include estimated organization costs. After such period, the amount paid
will not include such estimated organization costs.

Selling Units. The Sponsor may maintain a secondary market for units, this
means that if you want to sell your units, the Sponsor may buy them at the
current net asset value or "liquidation price," depending on whether or not your
Trust is in its initial offering period. The Sponsor may then resell the units
to other investors at the public offering price or redeem them for the
redemption price. After the close of the initial offering period, the sale and
redemption price of units is equal to the net asset value per unit. During the
initial offering period, the sale and redemption price of units is equal to the
net asset value per unit less the total of any deferred sales charges and C&D
Fees. During the initial offering period the sale and redemption price is
sometimes referred to as the "liquidation price." Certain broker-dealers might
also maintain a secondary market in units. You should contact your financial
professional for current repurchase prices to determine the best price
available. The Sponsor may discontinue the secondary market at any time without
notice. Even if the Sponsor does not make a market, you will be able to redeem
your units with the Trustee on any business day for the current redemption
price.

Redeeming Units. You may also redeem your units directly with the Trustee
on any day the New York Stock Exchange is open. You will receive the redemption
price for a particular day if the Trustee receives your completed redemption
request prior to the close of regular trading on the New York Stock Exchange.
Redemption requests received by authorized financial professionals prior to the
close of regular trading on the New York Stock Exchange that are properly
transmitted to the Trustee by the time designated by the Trustee are priced
based on the date of receipt. Redemption requests received by the Trustee after
the close of regular trading on the New York Stock Exchange, redemption requests
received by authorized financial professionals after that time or redemption
requests received by such persons that are not transmitted to the Trustee until
after the time designated by the Trustee are priced based on the date of the
next determined redemption price, provided they are received in a timely manner
by the Trustee on such date. It is the responsibility of authorized financial
professionals to transmit redemption requests received by them to the Trustee so
they will be received in a timely manner. If your request is not received in a
timely manner or is incomplete in any way, you will receive the next redemption
price computed after the Trustee receives your completed request.

If you redeem your units, the Trustee will generally send you a payment
for your units no later than seven days after it receives all necessary
documentation (this will usually only take three business days). The only time
the Trustee can delay your payment is if the New York Stock Exchange is closed
(other than weekends or holidays), the Securities and Exchange Commission
determines that trading on that exchange is restricted or an emergency exists
making sale or evaluation of the securities not reasonably practicable, and for
any other period that the Securities and Exchange Commission permits.

In-Kind Distribution. You can request an in-kind distribution of the
securities underlying your units if you tender at least 2,500 units for
redemption (or such other amount as required by your financial professional's
firm or clearing firm). This option is generally available only for securities
traded and held in the United States. The Trustee will make any in-kind
distribution of securities by distributing applicable securities in book-entry
form to the account of your financial professional at The Depository Trust
Company. You will receive whole shares of the applicable securities and cash
equal to any fractional shares. You may not request this option in the last 30
days of your Trust's life. The Sponsor may discontinue this option upon 60
days' notice.

Rollover. The Trust strategy is a long-term investment strategy designed to
be followed on an annual basis. You may achieve more consistent long-term
investment results by following this strategy. As part of the strategy, the
Sponsor currently intends to offer a subsequent series of the Trusts for a
Rollover investment when the current Trusts terminate; however, it is possible
that a future run of your Trust strategy may produce results that could make the
offering of a subsequent series of such Trust impossible at Trust termination.
You must therefore be aware that a future series of your Trust may not be
available for a Rollover investment. When a Trust terminates you may have the
option to participate in a Rollover and have your units reinvested into a
subsequent Trust series through a Rollover as described in this section.

If you elect to participate in the Rollover, your units will be invested
in the subsequent series of your Trust on the Trust's termination date. Upon
termination, the value of your units will be invested in a new Trust series, if
available, at the public offering price of the new Trust. The Trustee will
attempt to sell securities to satisfy the redemption as quickly as practicable
on the termination date. The Sponsor does not anticipate that the sale period
will be longer than one day; however, certain factors could affect the ability
to sell the securities and could impact the length of the sale period. The
liquidity of any security depends on the daily trading volume of the security
and the amount available for redemption and reinvestment on any day.

The Sponsor intends to make subsequent Trust series available for sale at
various times during the year. Of course, the Sponsor cannot guarantee that a
subsequent Trust or sufficient units will be available or that any subsequent
Trust will offer the same investment strategy or objectives as the current
Trust. The Sponsor cannot guarantee that a Rollover will avoid any negative
market price consequences resulting from trading large volumes of securities.
Market price trends may make it advantageous to sell or buy securities more
quickly or more slowly than permitted by the Trust's procedures. The Sponsor
may, in its sole discretion, modify a Rollover or stop creating units of your
Trust at any time regardless of whether all proceeds of unitholders have been
reinvested in a Rollover. The Sponsor may decide not to offer the Rollover upon
60 days' notice. Cash that has not been reinvested in a Rollover will be
distributed to unitholders shortly after the termination date. Rollover
participants may receive taxable dividends or realize taxable capital gains that
are reinvested in connection with a Rollover but may not be entitled to a
deduction for capital losses due to the "wash sale" tax rules. Due to the
reinvestment in a subsequent Trust, no cash will be distributed to pay any
taxes. See "Taxes."

DISTRIBUTIONS

Distributions. You can elect to:

o reinvest distributions in additional units of your Trust at no fee; or

o receive distributions in cash.

Your Trust generally pays distributions of its net investment income along
with any excess capital on each distribution date to unitholders of record on
the preceding record date. The record and distribution dates are shown under
"Essential Information" for the Trust. In some cases, your Trust might pay a
special distribution if it holds an excessive amount of cash pending
distribution. For example, this could happen as a result of a merger or similar
transaction involving a company whose stock is in your portfolio. The amount of
your distributions will vary from time to time as companies change their
dividends or Trust expenses change.

In addition, your Trust may pay a special distribution in order to
maintain the qualification of your Trust as a regulated investment company or
to provide funds to make any distribution for a taxable year in order to avoid
imposition of any income or excise tax on undistributed income in the Trust.
The amount of your distributions will vary from time to time as companies
change their dividends, Trust expenses change or as a result of changes in the
Trust's portfolio.

Reinvest in Your Trust. You can keep your money working by electing to
reinvest your distributions in additional units of the Trust. The easiest way
to do this is to have your financial professional purchase units with one of
the Reinvestment CUSIP numbers listed in the "Essential Information" section of
this prospectus. You may also make or change your election by contacting your
financial professional or the Trustee. This reinvestment option may be subject
to availability or limitation by the broker-dealer or selling firm. In certain
circumstances, broker-dealers may suspend or terminate the offering of a
reinvestment option at any time.

Estimated annual distributions. The estimated net annual distributions are
shown under the "Essential Information" section of this prospectus. We generally
base the estimate of the income each Trust may receive on annualizing the most
recent ordinary dividend declared by an issuer (or adding the most recent
interim and final dividends declared for certain foreign issuers) or on
scheduled income payments. However, dividend conventions for certain companies
and/or certain countries differ from those typically used in the United States
and in certain instances, dividends paid or declared over several years or other
periods were used to estimate annual distributions. Due to this and various
other factors, actual income payments received by each Trust will most likely
differ from the most recent annualized dividends or scheduled income payments.
There is no guarantee that the issuers of the securities in a Trust's portfolio
will declare dividends in the future or that if declared they will either remain
at current levels or increase over time. Due to this, and various other factors,
actual dividends received from the securities may be less than their most recent
annualized dividends. In this case, the actual net annual distribution you
receive may be less than the estimated amount set forth under the "Essential
Information" section of this prospectus. The actual net annual distributions you
will receive will vary with changes in each Trust's fees and expenses, due to
the semi-annual distribution dates for the Trust, changes in income payments
received and in connection with the sale of securities.

Reports. The Trustee or your financial professional will make available to
you a statement showing income and other receipts of your Trust for each
distribution. Each year the Trustee will also provide an annual report on your
Trust's activity and certain tax information. You can request copies of
security evaluations to enable you to complete your tax forms and audited
financial statements for your Trust, if available.

ADDITIONAL INVESTMENT RISKS

All Investments Involve Risk. This section describes the main risks that
can impact the value of the securities in your Trust. You should understand
these risks before you invest. You could lose some or all of your investment in
the Trust. Recently, equity markets have experienced significant volatility. If
the value of the securities falls, the value of your units will also fall. The
Sponsor cannot guarantee that your Trust will achieve its objective or that your
investment return will be positive over any period.

Market Risk. Market risk is the risk that a particular security in a
Trust, the Trust itself or securities in general may fall in value. Market
value may be affected by a variety of factors, including: general securities
markets movements, changes in the financial condition of an issuer or a sector,
changes in perceptions about an issuer or a sector, interest rates and
inflation, governmental policies and litigation, and purchases and sales of
securities by the Trust.

Even though the Evaluator carefully supervises your portfolio, you should
remember that it does not, nor does the Sponsor, manage your portfolio. Your
Trust will not sell a security solely because the market value falls, as is
possible in a managed fund.

Price Volatility. The value of a Trust's units will fluctuate with changes
in the value of its underlying securities. Common stock prices fluctuate for
several reasons, including changes in investors' perceptions of the financial
condition of an issuer or the general condition of the relevant stock market,
such as current market volatility, or when political or economic events
affecting the issuers occur. In addition, common stock prices may be
particularly sensitive to rising interest rates, as the cost of capital rises
and borrowing costs increase.

Because the Trusts are not managed, the Trustee will not sell stocks in
response to or in anticipation of market fluctuations, as is common in managed
investments. As with any investment, we cannot guarantee that the performance of
any Trust will be positive over any period of time, or that you will not lose
money. Units of your Trust are not deposits of any bank and are not insured or
guaranteed by the Federal Deposit Insurance Corporation ("FDIC") or any other
government agency.

Additional Deposits. Some of the securities may have limited trading
volume. The Trustee, with directions from the Sponsor, will endeavor to
purchase securities with deposited cash as soon as practicable reserving the
right to purchase those securities over the 20 business days following each
deposit in an effort to reduce the effect of these purchases on the market
price of those stocks. This could, however, result in the Trust's failure to
participate in any appreciation of those stocks before the cash is invested. If
any cash remains at the end of this period (and such date is within the 90-day
period following the Inception Date) and cannot be invested in one or more
stocks, at what the Sponsor considers reasonable prices, it intends to use that
cash to purchase each of the other securities in the original proportionate
relationship among those securities. Similarly, at termination of the Trust,
the Sponsor reserves the right to sell securities over a period of up to nine
business days to lessen the impact of its sales on the market price of the
securities. The proceeds received by unitholders following termination of the
Trust will reflect the actual sales proceeds received on the securities, which
will likely differ from the closing sale price on the termination date.

Foreign Securities. The CAP-X Achievers Trust and the Pure Water Trust
invest in U.S.-listed foreign securities and/or ADRs. ADRs are issued by a bank
or trust company to evidence ownership of underlying securities issued by
foreign corporations. Securities of foreign issuers present risks beyond those
of domestic securities. The prices of foreign securities can be more volatile
than U.S. securities due to such factors as political, social and economic
developments abroad; the differences between the regulations to which U.S. and
foreign issuers and markets are subject; the seizure by the government of
company assets, excessive taxation; withholding taxes on dividends and interest;
limitations on the use or transfer of portfolio assets; and political or social
instability. Other risks include the following:

o Enforcing legal rights may be difficult, costly and slow in foreign
countries, and there may be special problems enforcing claims against
foreign governments;

o Foreign issuers may not be subject to accounting standards or
governmental supervision comparable to U.S. issuers, and there may be
less public information about their operations;

o Foreign markets may be less liquid and more volatile than U.S.
markets;

o Foreign securities often trade in currencies other than the U.S.
dollar. Changes in currency exchange rates may affect a Trust's value,
the value of dividends and interest earned, and gains and losses
realized on the sale of securities. An increase in the strength of the
U.S. dollar relative to these other currencies may cause the value of
a Trust to decline. Certain foreign currencies may be particularly
volatile, and foreign governments may intervene in the currency
markets, causing a decline in value or liquidity in a Trust's foreign
currency holdings; and

o Future political and governmental restrictions, which might adversely
affect the payment or receipt of income on the foreign securities.

Emerging Markets Risk. The Pure Water Trust invests in companies
headquartered or incorporated in countries considered to be emerging markets.
Emerging markets are generally defined as countries with low per capita income
in the initial stages of their industrialization cycles. Risks of investing in
developing or emerging countries include the possibility of investment and
trading limitations, liquidity concerns, delays and disruptions in settlement
transactions, political uncertainties and dependence on international trade and
development assistance. In addition, emerging market countries may be subject
to overburdened infrastructures, obsolete financial systems and environmental
problems. For these reasons, investments in emerging markets are often
considered speculative.

Small-Capitalization and Mid-Capitalization Company Risk. The CAP-X
Achievers Trust, the Pure Water Trust and certain ETFs held by the DWA Sector
Neutral Trust include securities issued by small-capitalization and
mid-capitalization companies. These securities customarily involve more
investment risk than securities of large-capitalization companies. These
additional risks are due in part to the following factors. Small-capitalization
and mid-capitalization companies may:

o Have limited product lines, markets or financial resources;

o Be new and developing companies, which seek to develop and utilize new
and/or emerging technologies. These technologies may be slow to
develop or fail to develop altogether;

o Have less publicly available information;

o Lack management depth or experience;

o Be less liquid;

o Be more vulnerable to adverse general market or economic developments;
and

o Be dependent upon products that were recently brought to market, or
upon key personnel.

Water Company Risk. The Pure Water Trust invests significantly in water
companies. As a result, the factors that impact the global water market,
generally, and each of the water companies will likely have a more significant
effect in the Trust than on a more broadly diversified securities portfolio.
Companies involved on the potable water and wastewater businesses are subject
to environmental considerations, taxes, government regulation, price and supply
fluctuations, competition and conservation. The failure of water companies to
address these factors and others involving global water supply and demand could
have an adverse effect on the companies and the portfolio performance.

Industrials Sector Risk. The Pure Water Trust is concentrated in the
industrials sector. Industrial companies convert unfinished goods into finished
durables used to manufacture other goods or provide services. General risks of
industrial companies include the general state of the economy, intense
competition, consolidation, domestic and international politics, excess
capacity and consumer demand and spending trends. In addition, they may also be
significantly affected by overall capital spending levels, economic cycles,
technical obsolescence, delays in modernization, labor relations, government
regulations and e-commerce initiatives.

Consumer Products Sector Risk. The CAP-X Achievers Trust and certain ETFs
held by the DWA Sector Neutral Trust invest in the consumer products sector. As
a result, the factors that impact the consumer products sector will likely have
a greater effect on these Trusts than on a more broadly diversified trust.
General risks of companies in the consumer products sectors include cyclicality
of revenues and earnings, economic recession, currency fluctuations, changing
consumer tastes, extensive competition, product liability litigation and
increased government regulation. Generally, spending on consumer products is
affected by the health of consumers. Companies in the consumer products sectors
are subject to government regulation affecting the permissibility of using
various food additives and production methods, which regulations could affect
company profitability. Tobacco companies may be adversely affected by the
adoption of proposed legislation and/or by litigation. Also, the success of
foods and soft drinks may be strongly affected by fads, marketing campaigns and
other factors affecting supply and demand. A weak economy and its effect on
consumer spending would adversely affect consumer products companies.

Health Care Sector Risk. The CAP-X Achievers Trust is concentrated in the
health care sector. As a result, the factors that impact the health care sector
will likely have a greater effect on this Trust than on a more broadly
diversified trust. Some of the risks associated with the health care sector are
listed below. General risks of companies in the health care sector include
extensive competition, generic drug sales, the loss of patent protection,
product liability litigation and increased government regulation. Research and
development costs of bringing new drugs to market are substantial, and there is
no guarantee that the product will ever come to market. Health care companies
seeking government approval for medical products and services may have losses
and may not offer proposed products for several years, if at all. The failure to
gain approval for new medical products or services can have a significant
negative impact on a health care company and its stock. Health care facility
operators may be affected by the demand for services, efforts by government or
insurers to limit rates, restriction of government financial assistance (such as
Medicare, Medicaid or similar programs) and competition from other providers.

The Health Care and Education Affordability Reconciliation Act of 2010 had
significant implications on the health care sector. The goal of the legislation
was to provide health insurance coverage for those who do not have it. The
measure required most Americans to purchase health insurance coverage; added
approximately 16 million people to the Medicaid rolls; and subsidized private
coverage for low-and middle income people. It also regulated private insurers
more closely, banning practices such as denial of care for pre-existing
conditions. The implementation of the Act's provisions will take place over the
next several years through 2018 and could cause a decrease in the profitability
of companies in the health care sector through increased costs and possible
downward pressure on prices charged. The health care sector may also be
impacted if Congress proposes additional legislative action to reform the
health care sector. Such proposals may include a broad array of health care
topics, including cost and price controls, incentives for competition for
health care services, promotion of pre-paid health care plans and additional
tax incentives and penalties. Such proposals may also target the reduction of
funding for health care related research. The long-term effects of the Act on
the health care sector remain uncertain and cannot be predicted.

Technology Sector Risk. Certain ETFs held by the DWA Sector Neutral Trust
invest in the technology sector. As a result, the factors that impact the
technology sector will likely have a greater effect on this Trust than on a
more broadly diversified trust.

Companies involved in this sector must contend with:

o rapid changes in technology;

o worldwide competition;

o dependence on key suppliers and supplies;

o rapid obsolescence of products and services;

o termination of their patent protections;

o cyclical market patterns;

o evolving industry standards;

o frequent new product introductions;

o government regulation;

o unexpected changes in one or more of the technologies affecting an
issuer's products or in the market for products based on a particular
technology; and

o the fact that operating results and customer relationships could be
adversely affected by:

-- an increase in price for, or an interruption or reduction in
supply of, any key components or the loss of key customers; and

-- the failure of the issuer to comply with rigorous industry
standards.

Exchange-Traded Funds Risk. The DWA Sector Neutral Trust invests in shares
of ETFs, which are investment pools that hold other securities. The ETFs in the
Trust are usually passively managed index funds that seek to replicate the
performance or composition of a recognized securities index. The ETFs held by
the Trust are either open-end management investment companies or unit
investment trusts registered under the Investment Company Act of 1940, as
amended. Unlike mutual funds or unit investment trusts, ETFs generally do not
sell or redeem their individual shares at net asset value. ETFs generally sell
and redeem shares in large blocks, often referred to as "creation units;"
however, the Sponsor does not intend to sell or redeem ETFs in this manner.
Shares of ETFs are listed on securities exchanges for trading, which allows
investors to purchase and sell individual ETF shares at current market prices
throughout the day. The Trust will purchase and sell ETF shares on these
securities exchanges. ETFs therefore possess characteristics of traditional
open-end mutual funds and unit investment trusts, which issue redeemable
shares, and of corporate common stocks or closed-end funds, which generally
issue shares that trade at negotiated prices on securities exchanges and are
not redeemable.

ETFs are subject to various risks, including management's ability to meet
the funds' investment objective. The Trust is also subject to the risks to which
the underlying ETFs may be subject, as well as the ETFs' management and
operating expenses. You will bear not only your share of your Trust's expenses,
but also the expenses of the ETFs. By investing in the ETFs, the Trust incurs
greater expenses than you would incur if you invested directly in the ETFs.
Shares of ETFs may trade at a discount from their net asset value in the
secondary market. This risk is separate and distinct from the risk that the net
asset value of the ETF shares may decrease. The amount of such discount from the
net asset value is subject to change from time to time in response to various
factors.

Index Correlation Risk. Index correlation risk is the risk that the
performance of an index-trading ETF will vary from the actual performance of
the ETF's target index, known as "tracking error." This can happen due to fund
expenses, transaction costs, market impact, corporate actions (such as mergers
and spinoffs) and timing variances. Some ETFs use a technique called
"representative sampling," which means the ETF invests in a representative
sample of securities in its target index rather than all of the index
securities. The use of representative sampling could increase the risk of a
tracking error.

Dividends. There is no guarantee that the issuers of the Securities will
declare dividends in the future or that if declared they will either remain at
current levels or increase over time.

Financial Condition of Issuer. The financial condition of an issuer may
worsen or its credit ratings may drop, resulting in a reduction in the value of
your units. This may occur at any point in time, including during the initial
offering period.

Inflation Risk. Inflation risk is the risk that the value of assets or
income from investments will be less in the future as inflation decreases the
value of money.

DISTRIBUTION OF UNITS

The Sponsor sells units to the public through broker-dealers, registered
investment advisers, certified financial planners and other firms. The Sponsor
may pay part of the distribution fee to third-party distribution and marketing
firms when they introduce units to potential buyers or intermediaries.

The Sponsor may, at its own expense and out of its own profits, pay for
third-party distribution assistance, including, but not limited to, obtaining
shelf space in clearing firms and similar activities designed to aid in the
sale of the Sponsor's products. These arrangements will not change the price
you pay for your units. In addition, part of the distribution fee will be used
to compensate third parties for providing services to the Sponsor and access to
their trading platforms and adviser networks. The level of compensation third
parties receive will be based on various criteria which may include sales
volume.

The Sponsor generally registers units for sale in various states in the
United States. The Sponsor does not register units for sale in any foreign
country. This prospectus does not constitute an offer of units in any state or
country where units cannot be offered or sold lawfully. The Sponsor may reject
any order for units in whole or in part.

The Sponsor may gain or lose money when it holds units in the primary or
secondary market due to fluctuations in unit prices. The gain or loss is equal
to the difference between the price the Sponsor pays for units and the price at
which it sells or redeems them. The Sponsor may also gain or lose money when it
deposits securities to create units. The amount of its profit or loss on the
initial deposit of securities into your Trust is shown in the "Notes to
Portfolio" for the Trust.

TRUST ADMINISTRATION

The Trust. The Trust is a unit investment trust registered under the
Investment Company Act of 1940. The Sponsor created your Trust under a Trust
Agreement between Elkhorn Securities, LLC (as depositor), Elkhorn Investments,
LLC (as evaluator and supervisor, the "Evaluator") and The Bank of New York
Mellon (as trustee). Each unit represents an undivided interest in the assets
of the Trust. To create the Trust, the Sponsor deposited securities with the
Trustee (or contracts to purchase securities along with an irrevocable letter
of credit, cash or other consideration to pay for the securities). In exchange,
the Trustee delivered units of each Trust to the Sponsor. These units remain
outstanding until redeemed or until your Trust terminates. At the close of the
New York Stock Exchange on the Trust's Inception Date or on the first day units
are sold to the public, if later, the number of units may be adjusted so that
the public offering price per unit equals $10. The number of units and
fractional interest of each unit in your Trust will increase or decrease to the
extent of any adjustment.

Changing Your Portfolio. The Trust is not a managed fund. Unlike a managed
fund, the Sponsor designed the portfolio to remain relatively fixed. The Trust
will generally buy and sell securities to pay expenses, to issue additional
units or to redeem units, in limited circumstances to protect the Trust, to make
required distributions or to avoid imposition of taxes on the Trust.
Specifically, the Trust Agreement provides that the Evaluator may (but need not)
direct the Trustee to dispose of a security in certain events such as the issuer
having defaulted on the payment on any of its outstanding obligations, the
issuer having qualified as a passive foreign investment company under the
Internal Revenue Code, the price of a security has declined to such an extent or
other such credit factors exist so that in the opinion of the Evaluator the sale
of such securities is necessary to maintain the sound investment character of
the Trust, or the sale of such securities is necessary or advisable to maintain
the qualification of the Trust as a regulated investment company or provide
funds to make any distribution for a taxable year in order to avoid imposition
of any income or excess taxes on the Trust or on undistributed income in the
Trust. The proceeds from the sale of any securities will not be used to purchase
any additional securities.

When your Trust sells securities, the composition and diversity of the
securities in the portfolio may be altered. If a public tender offer has been
made for a security or if a merger, acquisition or similar transaction has been
announced affecting a security, the Trustee may either sell the security or
accept a tender offer if the supervisor determines that the action is in the
best interest of unitholders. The Trustee will distribute any cash proceeds to
unitholders. If your Trust receives securities or other property, it will either
hold the securities or property in the portfolio or sell the securities or
property and distribute the proceeds. If any contract for the purchase of
securities fails, the Sponsor will refund the cash and sales charge attributable
to the failed contract to unitholders on or before the next distribution date
unless substantially all of the moneys held to cover the purchase are reinvested
in substitute securities in accordance with the Trust Agreement, as described
below.

Replacement Securities. In the event that any contract to purchase a
security is not consummated in accordance with its terms (a "Failed Contract
Security"), the Sponsor may instruct the Trustee in writing either to effect a
buy-in in accordance with the rules of the marketplace where the Failed
Contract Securities were purchased or its clearinghouse or to purchase a
replacement security (the "Replacement Security") which has been selected by
the Sponsor out of funds held by the Trustee. Purchases of Replacement
Securities will be made subject to the following conditions:

o The Replacement Securities will be securities as originally selected
for the Trust or, in the case of a Trust that is a registered
investment company for tax purposes, securities that the Sponsor
determines to be similar in character as securities originally
selected for the Trust;

o The purchase of the Replacement Securities will not adversely affect
the federal income tax status of the Trust;

o The purchase price of the Replacement Securities will not exceed the
total amount of cash deposited, or the amount available under the
Letter of Credit deposited, by the Sponsor at the time of the deposit
of the Failed Contract Security; and

o The Replacement Securities will be purchased within 30 days after the
failed deposit of the Failed Contract Security.

In the event of a failed Contract Security, where Replacement Securities
cannot be purchased, the cash will be returned to the unitholders and generally
treated as a return on principal for tax purposes.

Any contract to deliver Trust securities may not exceed 120 days from the
effective date of the Trust's registration statement.

The Sponsor will increase the size of your Trust as it sells units during
the initial offering period. When the Sponsor creates additional units, it will
seek to replicate the existing portfolio.

When your Trust buys securities, it may pay brokerage or other acquisition
fees. You could experience a dilution of your investment because of these fees
and fluctuations in security prices between the time the Sponsor creates units
and the time the Trust buys the securities. When your Trust buys or sells
securities, the Sponsor may direct that it place orders with and pay brokerage
commissions to brokers that sell units or are affiliated with the Trust or the
Trustee.

Investment Policies. When your Trust was created, the Sponsor delivered to
the Trustee securities or contracts for the purchase thereof for deposit in the
Trust and the Trustee delivered to the Sponsor documentation evidencing the
ownership of units of the Trust. After your Trust is created, 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. Such additional deposits will be
in amounts, which will seek to replicate, as closely as practicable, the
portfolio immediately prior to such deposits. 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.

Unitholders will not be able to dispose of or vote any of the securities
in a Trust. As the holder of the securities, the Trustee will vote the
securities and will endeavor to vote the securities such that the securities
are voted as closely as possible in the same manner and the same general
proportion as are the securities held by owners other than such Trust. However,
the Trustee may not be able to vote the securities in a Trust that are traded
on foreign exchanges.

Amending the Trust Agreement. The Sponsor, the Evaluator and the Trustee
can change the Trust Agreement without your consent to correct any provision
that may be defective or to make other provisions that will not materially
adversely affect your interest (as determined by the Sponsor and the Trustee).
The Sponsor cannot change this agreement to reduce your interest in a Trust
without your consent. Investors owning two-thirds of the units in a Trust may
vote to change this agreement.

Termination of the Trust. The Trust will terminate on the termination date
set forth under "Essential Information" for the Trust. The Trustee may terminate
your Trust early if the value of the Trust is less than 40% of the original
value of the securities in the Trust at the time of deposit. At this size, the
expenses of your Trust may create an undue burden on your investment. Investors
owning two-thirds of the units in your Trust may also vote to terminate the
Trust early. The Trustee will liquidate your Trust in the event that a
sufficient number of units not yet sold to the public are tendered for
redemption so that the net worth of the Trust would be reduced to less than 40%
of the value of the securities at the time they were deposited in the Trust. If
this happens, the Sponsor will refund any sales charge that you paid.

The Trustee will notify you of any termination and sell any remaining
securities. The Trustee will send your final distribution to you within a
reasonable time following liquidation of all the securities after deducting
final expenses. Your termination distribution may be less than the price you
originally paid for your units.

The Sponsor. The Sponsor of the Trusts is Elkhorn Securities, LLC. Elkhorn
is registered under the Securities Exchange Act of 1934, as amended, as a
broker-dealer. Elkhorn is organized as a limited liability company under the
laws of the State of Delaware. Elkhorn is a member of the Financial Industry
Regulatory Authority, Inc. and the Securities Investor Protection
Corporation.The principal office of Elkhorn is 207 Reber Street, Suite 201,
Wheaton, Illinois 60187. If the Sponsor fails to or cannot perform its duties
as Sponsor or becomes bankrupt, the Trustee may replace it, continue to operate
the Trusts without a Sponsor or terminate the Trust.

The Sponsor and the Trusts have adopted a code of ethics requiring their
employees who have access to information on Trust transactions to report
personal securities transactions. The purpose of the code is to avoid potential
conflicts of interest and to prevent fraud, deception or misconduct with
respect to the Trust.

The Evaluator. The Evaluator and supervisor of the Trusts is Elkhorn
Investments, LLC, a Delaware limited liability company. The Evaluator is
registered under the Investment Advisers Act of 1940, as amended. The Evaluator
is an affiliate of the Sponsor through common ownership and certain
representatives of the Evaluator serve as registered representatives of the
Sponsor and will participate in the sale of Trust units. While the Evaluator is
responsible for evaluating and supervising the Trusts' portfolio, none of the
Sponsor, the Trustee nor the Evaluator manages the Trusts.

The Trustee. The Bank of New York Mellon is the Trustee of the Trusts with
its principal unit investment trust division offices located at 2 Hanson Place,
12th Floor, Brooklyn, New York 11217. You can contact the Trustee by calling
the telephone number on the back cover of this prospectus or by writing to its
unit investment trust office. The Sponsor may remove and replace the Trustee in
some cases without your consent. The Trustee may also resign by notifying the
Sponsor and investors.

Limitations on Liability. 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 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 gross 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 unitholders may rely on any evaluation furnished by the Evaluator and
shall have no responsibility for the accuracy thereof. The Trust Agreement
provides that the determinations made by the Evaluator shall be made in good
faith upon the basis of the best information available to it, provided,
however, that the Evaluator shall be under no liability to the Trustee or
unitholders for errors in judgment, but shall be liable for its gross
negligence, bad faith or willful misconduct or its reckless disregard for its
obligations under the Trust Agreement.

TAXES

This section summarizes some of the main U.S. federal income tax
consequences of owning units of a Trust. This section is current as of the date
of this prospectus. Tax laws and interpretations change frequently, and these
summaries do not describe all of the tax consequences to all taxpayers. For
example, these summaries generally do not describe your situation if you are a
corporation, a non-U.S. person, a broker-dealer, or other investor with special
circumstances. In addition, this section does not describe your state, local or
foreign tax consequences.

This federal income tax summary is based in part on the advice of counsel
to the Sponsor. The Internal Revenue Service could disagree with any conclusions
set forth in this section. In addition, our counsel was not asked to review, and
has not reached a conclusion with respect to the federal income tax treatment of
the assets to be deposited in the Trusts. This may not be sufficient for you to
use for the purpose of avoiding penalties under federal tax law.

As with any investment, you should seek advice based on your individual
circumstances from your own tax adviser.

Trust Status. Each Trust intends to qualify as a "regulated investment
company" under the federal tax laws. If a Trust qualifies as a regulated
investment company and distributes its income as required by the tax law, the
Trust generally will not pay federal income taxes.

Distributions. Trust distributions are generally taxable. After the end of
each year, you will receive a tax statement that separates your Trust's
distributions into two categories, ordinary income distributions and capital
gains dividends. Ordinary income distributions are generally taxed at your
ordinary tax rate, however, as further discussed below, certain ordinary income
distributions received from a Trust may be taxed at the capital gains tax rates.
Generally, you will treat all capital gains dividends as long-term capital gains
regardless of how long you have owned your units. To determine your actual tax
liability for your capital gains dividends, you must calculate your total net
capital gain or loss for the tax year after considering all of your other
taxable transactions, as described below. In addition, a Trust may make
distributions that represent a return of capital for tax purposes and thus will
generally not be currently taxable to you. The tax status of your distributions
from your Trust is not affected by whether you reinvest your distributions in
additional units or receive them in cash. The income from your Trust that you
must take into account for federal income tax purposes is not reduced by amounts
used to pay a deferred sales charge, if any. The tax laws may require you to
treat distributions made to you in January as if you had received them on
December 31 of the previous year. Income from the Trusts may also be subject to
a 3.8% "Medicare tax." This tax generally applies to your net investment income
if your adjusted gross income exceeds certain threshold amounts, which are
$250,000 in the case of married couples filing joint returns and $200,000 in the
case of single individuals.

Dividends Received Deduction. A corporation that owns units generally will
not be entitled to the dividends received deduction with respect to many
dividends received from the Trusts because the dividends received deduction is
generally not available for distributions from regulated investment companies.
However, certain ordinary income dividends on units that are attributable to
qualifying dividends received by a Trust from certain corporations may be
reported by the Trust as being eligible for the dividends received deduction.

Sale or Redemption of Shares. If you sell or redeem your units, you will
generally recognize a taxable gain or loss. To determine the amount of this
gain or loss, you must subtract your tax basis in your units from the amount
you receive in the transaction. Your tax basis in your units is generally equal
to the cost of your units, generally including sales charges. In some cases,
however, you may have to adjust your tax basis after you purchase your units.

Capital Gains and Losses and Certain Ordinary Income Dividends. If you are
an individual, the maximum marginal stated federal tax rate for net capital gain
is generally 20% for taxpayers in the 39.6% tax bracket, 15% for taxpayers in
the 25%, 28%, 33% and 35% tax brackets and 0% for taxpayers in the 10% and 15%
tax brackets. Some capital gains dividends from the Trusts may be subject to a
higher marginal stated federal tax rate. Capital gains may also be subject to
the "Medicare tax" described above.

Net capital gain equals net long-term capital gain minus net short-term
capital loss for the taxable year. 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. You must exclude the date you
purchase your units to determine your holding period. However, if you receive a
capital gain dividend from your Trust and sell your units at a loss after
holding it for six months or less, the loss will be recharacterized as
long-term capital loss to the extent of the capital gain dividend received. The
tax rates for capital gains realized from assets held for one year or less are
generally the same as for ordinary income. The Internal Revenue Code treats
certain capital gains as ordinary income in special situations.

Ordinary income dividends received by an individual unitholder from a
regulated investment company such as the Trusts are generally taxed at the same
rates that apply to net capital gain (as discussed above), provided certain
holding period requirements are satisfied and provided the dividends are
attributable to qualifying dividends received by the Trust itself. Each Trust
will provide notice to its unitholders of the amount of any distribution which
may be taken into account as a dividend which is eligible for the capital gains
tax rates.

In-Kind Distributions. Under certain circumstances, as described in this
prospectus, you may receive an in-kind distribution of Trust securities when you
redeem units or when your Trust terminates. This distribution will be treated as
a sale for federal income tax purposes and you will generally recognize gain or
loss, generally based on the value at that time of the securities and the amount
of cash received. The Internal Revenue Service could however assert that a loss
could not be currently deducted.

Exchanges. If you elect to have your proceeds from your Trust rolled over
into a future series of the Trust, the exchange would generally be considered a
sale for federal income tax purposes.

Deductibility of Trust Expenses. Expenses incurred and deducted by your
Trust will generally not be treated as income taxable to you. In some cases,
however, you may be required to treat your portion of these Trust expenses as
income. In these cases you may be able to take a deduction for these expenses.
However, certain miscellaneous itemized deductions, such as investment
expenses, may be deducted by individuals only to the extent that all of these
deductions exceed 2% of the individual's adjusted gross income. Some
individuals may also be subject to further limitations on the amount of their
itemized deductions, depending on their income.

Foreign Tax Credit. If your Trust invests in any foreign securities, the
tax statement that you receive may include an item showing foreign taxes your
Trust paid to other countries. In this case, dividends taxed to you will
include your share of the taxes your Trust paid to other countries. You may be
able to deduct or receive a tax credit for your share of these taxes.

Investments in Certain Foreign Corporations. If your Trust holds an equity
interest in any "passive foreign investment companies" ("PFICs"), which are
generally certain foreign corporations that receive at least 75% of their annual
gross income from passive sources (such as interest, dividends, certain rents
and royalties or capital gains) or that hold at least 50% of their assets in
investments producing such passive income, the Trust could be subject to U.S.
federal income tax and additional interest charges on gains and certain
distributions with respect to those equity interests, even if all the income or
gain is timely distributed to its Unitholders. The Trust will not be able to
pass through to its Unitholders any credit or deduction for such taxes. The
Trust may be able to make an election that could ameliorate these adverse tax
consequences. In this case, the Trust would recognize as ordinary income any
increase in the value of such PFIC shares, and as ordinary loss any decrease in
such value to the extent it did not exceed prior increases included in income.
Under this election, the Trust might be required to recognize in a year income
in excess of its distributions from PFICs and its proceeds from dispositions of
PFIC stock during that year, and such income would nevertheless be subject to
the distribution requirement and would be taken into account for purposes of the
4% excise tax. Dividends paid by PFICs are not treated as qualified dividend
income.

Foreign Investors. If you are a foreign investor (i.e., an investor other
than a U.S. citizen or resident or a U.S. corporation, partnership, estate or
trust), you should be aware that, generally, subject to applicable tax treaties,
distributions from the Trusts will be characterized as dividends for federal
income tax purposes (other than dividends which the Trust properly reports as
capital gain dividends) and will be subject to U.S. income taxes, including
withholding taxes, subject to certain exceptions described below. However,
distributions received by a foreign investor from a Trust that are properly
reported by the Trust as capital gain dividends may not be subject to U.S.
federal income taxes, including withholding taxes, provided that the Trust makes
certain elections and certain other conditions are met. In addition,
distributions in respect of units may be subject to a U.S. withholding tax of
30% in the case of distributions to (i) certain non-U.S. financial institutions
that have not entered into an agreement with the U.S. Treasury to collect and
disclose certain information and are not resident in a jurisdiction that has
entered into such an agreement with the U.S. Treasury; and (ii) certain other
non-U.S. entities that do not provide certain certifications and information
about the entity's U.S. owners. Dispositions of units by such persons may be
subject to such withholding after December 31, 2016.

EXPENSES

The Trust will pay various expenses to conduct its operations. The "Fee
Table" shows the estimated amount of these expenses.

The Sponsor will receive a fee from the Trusts for creating and developing
each Trust, including determining the Trust's objectives, policies, composition
and size; selecting service providers and information services; and providing
other similar administrative and ministerial functions. This "creation and
development fee" is a charge of $0.05 per unit. The Trustee will deduct this
amount from the Trust's assets as of the close of the initial offering period.
No portion of this fee is applied to the payment of distribution expenses or as
compensation for sales efforts. This fee will not be deducted from proceeds
received upon a repurchase, redemption or exchange of units before the close of
the initial public offering period.

The Trust will pay a fee to the Trustee for its services. The Trustee also
benefits when it holds cash for a Trust in non-interest-bearing accounts. The
Trust will reimburse the Evaluator as supervisor and as evaluator for providing
portfolio supervisory services, for evaluating your portfolio and for providing
certain bookkeeping and administrative services. The Evaluator's reimbursements
may exceed the costs of the services it provides to your Trust but will not
exceed the costs of services provided to all of its unit investment trusts in
any calendar year. All of these fees may adjust for inflation without your
approval.

The CAP-X Achievers Trust will also pay licensing fees to The NASDAQ OMX
Group, Inc. ("NASDAQ") for its use of trademarks, trade names or other
intellectual property owned by NASDAQ. The licensing fee received by NASDAQ is
equal to 0.07% of the total assets of the Trust as of the end of the initial
offering period.

The Trust may pay expenses such as Trustee expenses (including legal and
auditing expenses), various governmental charges, fees for extraordinary
Trustee services, costs of taking action to protect the Trust, costs of
indemnifying the Trustee and the Sponsor, legal fees and expenses, expenses
incurred in contacting you and costs incurred to reimburse the Trustee for
advancing funds to meet distributions. The Trust may pay the costs of updating
its registration statement each year. The Trustee may pay Trust expenses from
distributions received on the securities or may sell securities to pay Trust
expenses.

EXPERTS

Legal Matters. Chapman and Cutler LLP, 111 West Monroe Street, Chicago,
Illinois 60603, acts as counsel for the Trusts and has passed on the legality of
the units. Dorsey & Whitney LLP, 51 West 52nd Street, New York, New York 10019,
acts as counsel for the Trustee.

Independent Registered Public Accounting Firm. The statements of financial
condition, including your Trust portfolio, appearing herein have been audited
by Grant Thornton LLP, an independent registered public accounting firm, as set
forth in their report thereon appearing elsewhere herein, and are included in
reliance on such report given on the authority of such firm as experts in
accounting and auditing.

THE NASDAQ OMX GROUP, INC.

The CAP-X Achievers Trust is not sponsored, endorsed, sold or promoted by
The NASDAQ OMX Group, Inc. or its affiliates (NASDAQ OMX, with its affiliates,
is referred to as 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 CAP-X Achievers Trust. The Corporations make no
representation or warranty, express or implied, to the owners of the CAP-X
Achievers Trust or any member of the public regarding the advisability of
investing in securities generally or in the CAP-X Achievers Trust particularly,
or the ability of the NASDAQ CapEx AchieversTM Index to track general stock
market performance. The Corporations' only relationship to Elkhorn Capital
Group, LLC ("Licensee") is in the licensing of the NASDAQ[R] and NASDAQ CapEx
Index registered trademarks, and certain trade names of the Corporations and the
use of the NASDAQ CapEx Index which is determined, composed and calculated by
NASDAQ OMX without regard to Licensee or the CAP-X Achievers Trust. NASDAQ OMX
has no obligation to take the needs of the Licensee or the owners of the CAP-X
Achievers Trust into consideration in determining, composing or calculating the
NASDAQ CapEx Index. The Corporations are not responsible for and have not
participated in the determination of the timing of, prices at or quantities of
the CAP-X Achievers Trust to be issued or in the determination or calculation of
the equation by which the CAP-X Achievers Trust is to be converted into cash.
The Corporations have no liability in connection with the administration,
marketing or trading of the CAP-X Achievers Trust.

THE CORPORATIONS DO NOT GUARANTEE THE ACCURACY AND/OR UNINTERRUPTED
CALCULATION OF THE NASDAQ US CAPEX ACHIEVERSTM INDEX OR ANY DATA INCLUDED
THEREIN. THE CORPORATIONS MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO
BE OBTAINED BY LICENSEE, OWNERS OF THE CAP-X ACHIEVERS TRUST, OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE NASDAQ US CAPEX ACHIEVERSTM 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 US CAPEX ACHIEVERSTM INDEX
OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT
SHALL THE CORPORATIONS HAVE ANY LIABILITY FOR ANY LOST PROFITS OR SPECIAL,
INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF NOTIFIED OF THE
POSSIBILITY OF SUCH DAMAGES.

Contents

Overview 2
----------------------------------------------------------

Elkhorn CAP-X Achievers Portfolio, Series 2 2
----------------------------------------------------------
Investment Objective 2
----------------------------------------------------------
Principal Investment Strategy 2
----------------------------------------------------------
Future Trusts 2
----------------------------------------------------------
Essential Information 3
----------------------------------------------------------
Portfolio Diversification 3
----------------------------------------------------------
Principal Risks 3
----------------------------------------------------------
Fee Table 5
----------------------------------------------------------
Trust Portfolio 7
----------------------------------------------------------

Elkhorn Foundation Pure Water Portfolio, Series 2 9
----------------------------------------------------------
Investment Objective 9
----------------------------------------------------------
Principal Investment Strategy 9
----------------------------------------------------------
Future Trusts 10
----------------------------------------------------------
Essential Information 10
----------------------------------------------------------
Portfolio Diversification 11
----------------------------------------------------------
Principal Risks 11
----------------------------------------------------------
Fee Table 13
----------------------------------------------------------
Trust Portfolio 15
----------------------------------------------------------

Elkhorn Sector Neutral Portfolio of DWA ETFs, Series 2 16
----------------------------------------------------------
Investment Objective 16
----------------------------------------------------------
Principal Investment Strategy 16
----------------------------------------------------------
Future Trusts 16
----------------------------------------------------------
Essential Information 17
----------------------------------------------------------
Principal Risks 17
----------------------------------------------------------
Fee Table 19
----------------------------------------------------------
Trust Portfolio 21
----------------------------------------------------------

Report of Independent Registered Public Accounting Firm 22
----------------------------------------------------------

Statements of Financial Condition 23
----------------------------------------------------------

The Trusts 24
----------------------------------------------------------
How to Buy Units 24
----------------------------------------------------------
How to Sell Your Units 29
----------------------------------------------------------
Distributions 31
----------------------------------------------------------
Additional Investment Risks 32
----------------------------------------------------------
Distribution of Units 37
----------------------------------------------------------
Trust Administration 38
----------------------------------------------------------
Taxes 41
----------------------------------------------------------
Expenses 44
----------------------------------------------------------
Experts 45
----------------------------------------------------------
The NASDAQ OMX Group, Inc. 45
----------------------------------------------------------

Additional Information
This prospectus does not contain all information filed with the Securities and
Exchange Commission. To obtain or copy this information (a duplication fee may
be required):

E-mail: publicinfo@sec.gov
Write: Public Reference Section
Washington, D.C. 20549
Visit: http://www.sec.gov (EDGAR Database)
Call: 202.551.8090 (only for information on the operation of
the Public Reference Section)

Call The Bank of New York Mellon
800.701.8178 (investors)/800.647.3383 (brokers)

When units of the Trust are no longer available, this prospectus may be used as
a preliminary prospectus for a future series, in which case you should note the
following:

The information in the prospectus is not complete and may be changed. We may
not sell, or accept offers to buy, securities of a future series until that
series has become effective with the SEC. No securities can be sold in any
state where a sale would be illegal.

Elkhorn Unit Trust, Series 5
Securities Act file number: 333-204680
Investment Company Act file number: 811-22925

ELKHORN LOGO

PROSPECTUS Elkhorn Unit Trust,
UIT Series 5

Elkhorn CAP-X Achievers Portfolio, Series 2

Elkhorn Foundation Pure Water Portfolio, Series 2

Elkhorn Sector Neutral Portfolio of DWA ETFs, Series 2

DATED AUGUST 4, 2015

Elkhorn Securities, LLC Phone: 630.355.4676
207 Reber Street, Suite 201 E-mail: info@elkhorn.com
Wheaton, IL 60187 www.elkhorn.com

UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.

CONTENTS OF REGISTRATION STATEMENT

A. Bonding Arrangements of Depositor:

The Depositor has obtained the following Securities Dealer Blanket Bond for
its officers, directors and employees:

INSURER/POLICY NO. AMOUNT

National Union Fire Insurance Company of $120,000
Pittsburgh, PA
024625754

B. This amendment to the Registration Statement comprises the following
papers and documents:

The facing sheet

The Prospectus

The signatures

Consents of Independent Registered Public Accounting Firm
and Counsel as indicated

Exhibits as listed on the List of Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Elkhorn Unit Trust, Series 5 has duly caused this Amendment to the Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized in the City of Wheaton and State of Illinois on the 4th day of
August, 2015.

ELKHORN UNIT TRUST, SERIES 5
(Registrant)

By ELKHORN SECURITIES, LLC
(Depositor)

By /s/ Benjamin T. Fulton
-------------------------
Benjamin T. Fulton
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacities and on the date indicated:

SIGNATURE TITLE DATE

Chief Executive Officer and the Chief
/s/ Benjamin T. Fulton Compliance Officer of Elkhorn Securities, LLC August 4, 2015
----------------------
Benjamin T. Fulton

Chief Financial Officer of Elkhorn August 4, 2015
/s/ Philip L. Ziesemer Securities, LLC
----------------------
Philip L. Ziesemer

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The consent of Grant Thornton LLP to the use of its report and to the
reference to such firm in the Prospectus included in the Registration Statement
is filed by this amendment as Exhibit 4.1 to the Registration Statement.

CONSENT OF CHAPMAN AND CUTLER LLP

The consent of Chapman and Cutler LLP to the use of its name in the
Prospectus included in the Registration Statement is contained in its opinion
filed by this amendment as Exhibit 3.1 to the Registration Statement.

CONSENT OF DORSEY & WHITNEY LLP

The consent of Dorsey & Whitney LLP to the use of its name in the
Prospectus included in the Registration Statement is contained in its opinion
filed by this amendment as Exhibit 3.2 to the Registration Statement.

LIST OF EXHIBITS

1.1 Reference Trust Agreement.

1.1.1 Standard Terms and Conditions of Trust. (Reference is made to Exhibit
1.1.1 to the Registration Statement on Form S-6 for Elkhorn Unit
Trust, Series 1 (File No. 333-198204) filed on January 14, 2015.)

2.1 Code of Ethics. (Reference is made to Exhibit 2.1 to the Registration
Statement on Form S-6 for Elkhorn Unit Trust, Series 1 (File No.
333-198204) filed on January 14, 2015.)

3.1 Opinion of counsel as to legality of the securities being registered
including a consent to the use of its name in the Registration
Statement.

3.2 Opinion of counsel as to the Trustee and the Trust(s), including a
consent to the use of its name in the Registration Statement.

4.1 Consent of Independent Registered Public Accounting Firm.