Chapman and Cutler
111 West Monroe Street
Chicago, Illinois 60603
February 27, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
Attn: Filing Desk, Stop 1-4
Re: Van Kampen American Capital Equity Opportunity Trust, Series 51
(File No. 333-21105) (CIK #1025197)
Gentlemen:
In accordance with the requirements of Rule 497(b) of the General
Rules and Regulations under the Securities Act of 1933, there is filed a
form of Prospectus to be used in connection with the public offering of
the securities covered by the subject Registration Statement in the exact
form in which such Prospectus will be used.
Very truly yours,
CHAPMAN AND CUTLER
By Mark J. Kneedy
MJK/cjw
Enclosures
February 25, 1997
Van Kampen American Capital
Van Kampen American Capital Equity Opportunity Trust, Series 51
Global Precious Metals Trust, Series 1
The Fund. Van Kampen American Capital Equity Opportunity Trust, Series 51 (the
"Fund" ) is comprised of one unit investment trust, Global Precious
Metals Trust, Series 1 (the "Trust" ). The Trust offers investors the
opportunity to purchase Units representing proportionate interests in a fixed
portfolio of equity securities issued by companies engaged in the exploration,
mining, refining and production of gold and other precious metals including
common stocks of foreign issuers, certain of which are in American Depositary
Receipt ("ADRs" ) form ("Equity Securities" or "
Securities" ). See "Trust Portfolio" . The foreign common stocks
which are traded on a foreign securities exchange and not held in ADR form are
referred to herein as the "Foreign Securities." Unless terminated
earlier, the Trust will terminate on February 25, 2000 and any Securities then
held will, within a reasonable time thereafter, be liquidated or distributed
by the Trustee. Any Securities liquidated at termination will be sold at the
then current market value for such Securities; therefore, the amount
distributable in cash to a Unitholder upon termination may be more or less
than the amount such Unitholder paid for his Units.
Attention Foreign Investors. If you are not a United States citizen or
resident, that portion of distributions treated as United States source income
will generally be subject to U.S. federal withholding taxes; however, under
certain circumstances treaties between the United States and other countries
may reduce or eliminate such withholding tax. That portion of distributions
not treated as United States source income will generally not be subject to
U.S. federal withholding tax. See "Federal Taxation." Such investors
should consult their tax advisers regarding the imposition of U.S. withholding
on distributions.
Objective of the Trust. The objective of the Trust is to provide the potential
for capital appreciation by investing in a portfolio of equity securities of
foreign and domestic companies engaged in the exploration, mining, refining
and production of gold and other precious metals. See "Objectives and
Securities Selection." There is, of course, no guarantee that the
objectives of the Trust will be achieved.
Public Offering Price. The Public Offering Price of the Units of the Trust
includes the aggregate underlying value of the Securities in the Trust's
portfolio, the initial sales charge described below, and cash, if any, in the
Income and Capital Accounts held or owned by the Trust. The initial sales
charge is equal to the difference between the maximum total sales charge of
4.0% of the Public Offering Price and the maximum deferred sales charge ($0.20
per Unit). The monthly deferred sales charge ($0.0333 per Unit) will begin
accruing on a daily basis on August 26, 1997 and will continue to accrue
through February 25, 1998. The monthly deferred sales charge will be charged
to the Trust, in arrears, commencing September 26, 1997 and will be charged on
the 26th day of each month thereafter through February 26, 1998. Unitholders
will be assessed only that portion of the deferred sales charge payments not
yet collected. This deferred sales charge will be paid from funds in the
Capital Account, if sufficient, or from the periodic sale of Securities. The
total maximum sales charge assessed to Unitholders on a per Unit basis will be
4.0% of the Public Offering Price (4.167% of the aggregate value of the
Securities less the deferred sales charge), subject to reduction as set forth
in "Public Offering--General." During the initial offering period, the
sales charge is reduced on a graduated scale for sales involving at least
5,000 Units. The Public Offering Price per Unit is based on the aggregate
value of the Foreign Securities computed on the basis of the offering side
value of the relevant currency exchange rate expressed in U.S. dollars during
the initial offering period and on the bid side for secondary market
transactions. If Units were available for purchase at the close of business on
the day before the Initial Date of Deposit, the Public Offering Price per Unit
would have been $10.18. For sales charges in the secondary market, see "
Public Offering." The minimum purchase is 100 Units except for certain
transactions described under "Public Offering--Unit Distribution" . See
"Public Offering."
Additional Deposits. The Sponsor may, from time to time during a period of up
to approximately six months after the Initial Date of Deposit, deposit
additional Securities in the Trust as provided under "The Trust."
Units of the Trust are not insured by the FDIC, are not deposits or other
obligations of, or guaranteed by, any depository institution or any government
agency and are subject to investment risk, including possible loss of the
principal amount invested.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
Dividend and Capital Distributions. Distributions of dividends and capital, if
any, received by the Trust will be paid in cash on the applicable Distribution
Date to Unitholders of record on the record date as set forth in the "
Summary of Essential Financial Information." The initial estimated
distribution will be $.01 per Unit and will be made on June 25, 1997 to
Unitholders of record on June 10, 1997. Gross dividends received by the Trust
will be distributed to Unitholders. Expenses of the Trust will be paid with
proceeds from the sale of Securities. For the consequences of such sales, see
"Federal Taxation" . Additionally, upon termination of the Trust, the
Trustee will distribute, upon surrender of Units for redemption, to each
Unitholder his pro rata share of the Trust's assets, less expenses, in the
manner set forth under "Rights of Unitholders--Distributions of Income and
Capital."
Secondary Market for Units. After the initial offering period, although not
obligated to do so, the Sponsor intends to maintain a market for Units of the
Trust and offer to repurchase such Units at prices which are based on the
aggregate underlying value of Equity Securities in the Trust (generally
determined by the closing sale or bid prices of the Securities) plus or minus
cash, if any, in the Capital and Income Accounts of the Trust. If a secondary
market is maintained during the initial offering period, the prices at which
Units will be repurchased will be based upon the aggregate underlying value of
the Equity Securities in the Trust (generally determined by the closing sale
or asked prices of the Securities) plus or minus cash, if any, in the Capital
and Income Accounts of the Trust. If a secondary market is not maintained, a
Unitholder may redeem Units through redemption at prices based upon the
aggregate underlying value of the Equity Securities in the Trust plus or minus
a pro rata share of cash, if any, in the Capital and Income Accounts of the
Trust. A Unitholder tendering 1,000 or more Units for redemption may request a
distribution of shares of Securities (other than the Foreign Securities and
reduced by customary transfer and registration charges) in lieu of payment in
cash. A Unitholder who elects a distribution of shares of Securities will not
receive shares of the Foreign Securities but will instead receive cash
representing his pro rata portion of the Foreign Securities. See "Rights
of Unitholders--Redemption of Units." Units sold or tendered for
redemption prior to such time as the entire deferred sales charge has been
collected will be assessed the amount of the remaining deferred sales charge
at the time of sale or redemption.
Termination. Commencing on the Mandatory Termination Date Equity Securities
will begin to be sold in connection with the termination of the Trust. The
Sponsor will determine the manner, timing and execution of the sale of the
Equity Securities. Written notice of any termination of the Trust specifying
the time or times at which Unitholders may surrender their certificates for
cancellation shall be given by the Trustee to each Unitholder at his address
appearing on the registration books of the Trust maintained by the Trustee. At
least 30 days prior to the Mandatory Termination Date the Trustee will provide
written notice thereof to all Unitholders and will include with such notice a
form to enable Unitholders to elect a distribution of shares of Equity
Securities (other than the Foreign Securities) if such Unitholder owns at
least 1,000 Units of the Trust, rather than to receive payment in cash for
such Unitholder's pro rata share of the amounts realized upon the disposition
by the Trustee of such Equity Securities. All Unitholders will receive cash in
lieu of their pro rata share of the Foreign Securities and any fractional
shares. To be effective, the election form, together with surrendered
certificates if issued, and other documentation required by the Trustee, must
be returned to the Trustee at least five business days prior to the Mandatory
Termination Date. Unitholders not electing a distribution of shares of Equity
Securities will receive a cash distribution from the sale of the remaining
Securities within a reasonable time after the Trust is terminated. See "
Trust Administration--Amendment or Termination."
Reinvestment Option. Unitholders of any Van Kampen American Capital-sponsored
unit investment trust may utilize their redemption or termination proceeds to
purchase units of any other Van Kampen American Capital trust in the initial
offering period accepting rollover investments subject to a reduced sales
charge to the extent stated in the related prospectus (which may be deferred
in certain cases). Unitholders also have the opportunity to have their
distributions reinvested into additional Units of the Trust, if Units are
available at the time of reinvestment, or into an open-end management
investment company as described herein. See "Rights of
Unitholders--Reinvestment Option."
Risk Factors. An investment in the Trust should be made with an understanding
of the risks associated therewith, including the possible deterioration of the
financial condition of the issuers, the general condition of the stock market,
volatile interest rates, volatile stock prices, currency fluctuations, the
lack of adequate financial information concerning an issuer, exchange control
restrictions impacting foreign issuers and risks related to an investment in
companies engaged in the exploration, mining, refining and production of gold
and other precious metals. See "Risk Factors."
<TABLE>
VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST, SERIES 51
Summary of Essential Financial Information
At the Close of Business on the day before the Initial Date of Deposit: February 24, 1997
Sponsor: Van Kampen American Capital Distributors, Inc.
Supervisor: Van Kampen American Capital Investment Advisory Corp.
(An affiliate of the Sponsor)
Evaluator: American Portfolio Evaluation Services
(A division of an affiliate of the Sponsor)
Trustee: The Bank of New York
<CAPTION>
General Information
<S> <C>
Number of Units <F1>...................................................... 15,000
Fractional Undivided Interest in the Trust per Unit <F1>.................. 1/15,000
Public Offering Price: ...................................................
Aggregate Value of Securities in Portfolio <F2>.......................... $ 149,538
Aggregate Value of Securities per Unit .................................. $ 9.97
Maximum Sales Charge <F3>................................................ $ .41
Less Deferred Sales Charge per Unit...................................... $ .20
Public Offering Price Per Unit <F3><F4><F5>.............................. $ 10.18
Redemption Price per Unit <F6>............................................ $ 9.70
Secondary Market Repurchase Price per Unit <F6>........................... $ 9.77
Excess of Public Offering Price per Unit over Redemption Price per Unit... $ .48
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
Supervisor's Annual Supervisory Fee...Maximum of $.0025 per Unit
Evaluator's Annual Evaluation Fee.....Maximum of $.0025 per Unit
Evaluation Time.......................4:00 P.M. New York time
Mandatory Termination Date............February 25, 2000
The Trust may be terminated if the net asset value of the Trust is less than
$500,000 unless the net asset value of the Trust deposits has exceeded $15,000,000,
then the Trust Agreement may be terminated if the net asset value of the Trust is
Minimum Termination Value.............less than $3,000,000.
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
Estimated Annual Dividends per Unit <F7>........ $.09802
Trustee's Annual Fee............................ $.008 per Unit
Estimated Annual Organizational Expenses <F8>... $.00786 per Unit
Income Distribution Record Date................. Tenth day of June and December
Income Distribution Date........................ Twenty-fifth of June and December
Capital Account Record Date..................... Tenth day of December
Capital Account Distribution Date............... Twenty-fifth day of December
- ----------
<FN>
<F1>As of the close of business on any day on which the Sponsor is the sole
Unitholder of the Trust, the number of Units may be adjusted so that the
Public Offering Price per Unit will equal approximately $10. Therefore, to the
extent of any such adjustment the fractional undivided interest per Unit will
increase or decrease from the amount indicated above.
<F2>Each Equity Security listed on a securities exchange is valued at the closing
sale price or, if the Equity Security is not listed, at the closing ask price
thereof. The aggregate value of the Foreign Securities represents the U.S.
dollar value based on the offering side value of the related currency exchange
rates at the Evaluation Time on the date of this "Summary of Essential
Financial Information."
<F3>The Maximum Sales Charge consists of an initial sales charge and a deferred
sales charge. The initial sales charge is applicable to all Units and
represents an amount equal to the difference between the Maximum Sales Charge
of 4.0% of the Public Offering Price and the amount of the maximum deferred
sales charge of $0.20 per Unit. Subsequent to the Initial Date of Deposit, the
amount of the initial sales charge will vary with changes in the aggregate
value of the Securities in the Trust. In addition to the initial sales charge,
Unitholders will pay a deferred sales charge of $0.0333 per Unit per month
which will begin accruing on a daily basis on August 26, 1997 and will
continue to accrue through February 25, 1998. The monthly deferred sales
charge will be charged to the Trust, in arrears, commencing September 26, 1997
and will be charged on the 26th day of each month thereafter through February
26, 1998. Units purchased subsequent to the initial deferred sales charge
payment will be subject only to the portion of the deferred sales charge
payments not yet collected. These deferred sales charge payments will be paid
from funds in the Capital Account, if sufficient, or from the periodic sale of
Securities. The total maximum sales charge will be 4.0% of the Public Offering
Price (4.167% of the aggregate value of the Securities in the Trust less the
deferred sales charge). See the "Fee Table" below and "Public
Offering--Offering Price" .
<F4>On the Initial Date of Deposit there will be no cash in the Income or Capital
Accounts. Anyone ordering Units after such date will have included in the
Public Offering Price a pro rata share of any cash in such Accounts. The
Public Offering Price per Unit is based on the aggregate value of the Foreign
Securities computed on the basis of the offering side value of the related
currency exchange rate expressed in U.S. dollars.
<F5>Commencing on February 26, 1998, the secondary market sales charge will not
include deferred payments but will instead include only a one-time initial
sales charge of 3.5% of the Public Offering Price and will be reduced by .5 of
1% on each subsequent February 25, to a minimum sales charge of 3.0%. See "
Public Offering."
<F6>The Redemption Price per Unit and the Secondary Market Repurchase Price per
Unit are reduced by the unpaid portion of the deferred sales charge. The
Redemption Price per Unit is based on the aggregate value of the Foreign
Securities computed on the basis of the bid side value of the related currency
exchange rate expressed in U.S. dollars.
<F7>Estimated annual dividends are based on annualizing the most recently declared
dividends or, in the case of the Foreign Securities, are based on the most
recent interim and final dividends declared taking into consideration any
foreign withholding taxes. Estimated Annual Dividends per Unit are based on
the number of Units, the fractional undivided interest in the Securities per
Unit and the aggregate value of the Securities per Unit as of the Initial Date
of Deposit. Investors should note that the actual annual dividends received
per Unit will vary from the estimated amount due to changes in the factors
described in the preceding sentence and actual dividends declared and paid by
the issuers of the Securities.
<F8>The Trust (and therefore Unitholders) will bear all or a portion of its
organizational costs (including costs of preparing the registration statement,
the trust indenture and other closing documents, registering Units with the
Securities and Exchange Commission and states, the initial audit of the
portfolio and the initial fees and expenses of the Trustee but not including
the expenses incurred in the preparation and printing of brochures and other
advertising material and any other selling expenses) as is common for mutual
funds. Total organizational expenses will be amortized over the life of the
Trust. See "Trust Operating Expenses" and "Statement of
Condition." Historically, the sponsors of unit investment trusts have paid
all the costs of establishing such trusts. Estimated Annual Organizational
Expenses have been estimated based on a projected trust size of $20,000,000.
To the extent the Trust is larger or smaller, the actual organizational
expenses paid by the Trust (and therefore by Unitholders) will vary from the
estimated amount set forth above.
</TABLE>
FEE TABLE
- --------------------------------------------------------------------------
This Fee Table is intended to assist investors in understanding the costs and
expenses that an investor in the Trust will bear directly or indirectly. See
"Public Offering--Offering Price" and "Trust Operating
Expenses" . Although the Trust is a unit investment trust rather than a
mutual fund, this information is presented to permit a comparison of fees.
Investors should note that while these examples are based on the public
offering price and the estimated fees for the Trust, the actual public
offering price and fees could vary from the estimated amounts below.
<TABLE>
<CAPTION>
Amount Per
Unitholder Transaction Expenses (as of the Initial Date of Deposit) (as a percentage of offering price) 100 Units
--------------
<S> <C> <C>
Initial Sales Charge Imposed on Purchase <F1>............................................................ 2.00% $ 20.00
Deferred Sales Charge <F2>............................................................................... 2.00% 20.00
Maximum Sales Charge..................................................................................... 4.00% $ 40.00
========= ==============
Maximum Sales Charge Imposed on Reinvested Dividends <F3>................................................ 2.00% $ 20.00
========= ==============
Estimated Annual Trust Operating Expenses (as of the Initial Date of Deposit) (as a percentage of
aggregate value)
Trustee's Fee ........................................................................................... 0.080% $ 0.80
Portfolio Supervision and Evaluation Fees ............................................................... 0.050% 0.50
Organizational Costs..................................................................................... 0.079% 0.79
Other Operating Expenses ................................................................................ 0.045% 0.45
--------- --------------
Total ................................................................................................... 0.254% $ 2.54
========= ==============
</TABLE>
Example
<TABLE>
<CAPTION>
Cumulative Expenses Paid for Period of:
------------------------------------------------
1 Year 3 Years 5 Years 10 Years
----------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
An investor would pay the following expenses on a $1,000 investment, assuming a
5% annual return and redemption at the end of each time period $ 43 $ 49 $ N/A N/A
</TABLE>
The example assumes reinvestment of all dividends and distributions and
utilizes a 5% annual rate of return as mandated by Securities and Exchange
Commission regulations applicable to mutual funds. For purposes of the
example, the deferred sales charge imposed on reinvestment of dividends is not
reflected until the year following payment of the dividend; the cumulative
expenses would be higher if sales charges on reinvested dividends were
reflected in the year of reinvestment. The example should not be considered as
a representation of past or future expenses or annual rate of return; the
actual expenses and annual rate of return may be more or less than those
assumed for purposes of the example.
- ----------
The Initial Sales Charge is actually the difference between 4.00% and the
maximum deferred sales charge ($20.00 per 100 Units) and would exceed 2.0% if
the Public Offering Price exceeds $10 per Unit.
The actual fee is $0.20 per Unit, irrespective of purchase or redemption
price, deducted each month over the six months commencing September 26, 1997
(approximately $3.33 per 100 Units per month). If a holder sells or redeems
Units before all of these deductions have been made, the balance of the
deferred sales charge payments remaining will be deducted from the sales or
redemption proceeds. If Unit price exceeds $10 per Unit, the deferred portion
of the sales charge will be less than 2%; if Unit price is less than $10 per
Unit, the deferred portion of the sales charge will exceed 2%. Units purchased
subsequent to the initial deferred sales charge payment will be subject to
only that portion of the deferred sales charge payments not yet collected.
Reinvested dividends will be subject only to the deferred sales charge
remaining at the time of reinvestment. See "Rights of
Unitholders--Reinvestment Option" .
THE TRUST
- --------------------------------------------------------------------------
Van Kampen American Capital Equity Opportunity Trust, Series 51 is comprised
of one unit investment trust, Global Precious Metals Trust, Series 1. The
Trust was created under the laws of the State of New York pursuant to a Trust
Indenture and Agreement (the "Trust Agreement" ), dated the date of
this Prospectus (the "Initial Date of Deposit" ), among Van Kampen
American Capital Distributors, Inc., as Sponsor, American Portfolio Evaluation
Services, a division of Van Kampen American Capital Investment Advisory Corp.,
as Evaluator, Van Kampen American Capital Investment Advisory Corp., as
Supervisor, and The Bank of New York, as Trustee.
The Trust offers investors the opportunity to purchase Units representing
proportionate interests in a portfolio of actively traded equity securities
issued by foreign and domestic companies engaged in the exploration, mining,
refining and production of gold and other precious metals, including common
stocks of foreign issuers (certain of which are in ADR form). Diversification
of assets in the Trust will not eliminate the risk of loss always inherent in
the ownership of securities.
On the Initial Date of Deposit, the Sponsor deposited with the Trustee the
Securities indicated under "Portfolio" herein, including delivery
statements relating to contracts for the purchase of certain such Securities
and an irrevocable letter of credit issued by a financial institution in the
amount required for such purchases. Thereafter, the Trustee, in exchange for
such Securities (and contracts) so deposited, delivered to the Sponsor
documentation evidencing the ownership of that number of Units of the Trust
indicated in "Summary of Essential Financial Information." Unless
otherwise terminated as provided in the Trust Agreement, the Trust will
terminate on the Mandatory Termination Date and Securities then held will
within a reasonable time thereafter be liquidated or distributed by the
Trustee.
Additional Units of the Trust may be issued at any time by depositing in the
Trust (i) additional Securities, (ii) contracts to purchase securities
together with cash or irrevocable letters of credit or (iii) cash (including a
letter of credit) with instructions to purchase additional Securities. As
additional Units are issued by the Trust as a result of the deposit of
additional Securities by the Sponsor, the aggregate value of the Securities in
the Trust will be increased and the fractional undivided interest in the Trust
represented by each Unit will be decreased. The Sponsor may continue to make
additional deposits of Securities or cash with instructions to purchase
Securities into the Trust for a period of up to approximately six months
following the Initial Date of Deposit, provided that such additional deposits
will be in amounts which will maintain the same proportionate relationship
among the number of shares of each Equity Security in the Trust's portfolio
that existed immediately prior to any such subsequent deposit. Any deposit by
the Sponsor of additional Equity Securities will duplicate this actual
proportionate relationship and not the original proportionate relationship
since the original proportionate relationship may be different than the actual
proportionate relationship. Any such difference may be due to the sale,
redemption or liquidation of any of the Equity Securities deposited in the
Trust on the Initial, or any subsequent, Date of Deposit. If the Sponsor
deposits cash, however, existing and new investors may experience a dilution
of their 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 and acquisition fees. To minimize this effect, the Trust
will attempt to purchase the Securities as close to the Evaluation Time or as
close to the evaluation prices as possible.
Each Unit of the Trust initially offered represents an undivided interest in
the Trust. To the extent that any Units are redeemed by the Trustee or
additional Units are issued as a result of additional Securities being
deposited by the Sponsor, the fractional undivided interest in the Trust
represented by each unredeemed Unit will increase or decrease accordingly,
although the actual interest in the Trust represented by such fraction will
remain unchanged. Units will remain outstanding until redeemed upon tender to
the Trustee by Unitholders, which may include the Sponsor, or until the
termination of the Trust Agreement.
OBJECTIVES AND SECURITIES SELECTION
- --------------------------------------------------------------------------
The objective of the Trust is to provide the potential for capital
appreciation. The portfolio is described under "Trust Portfolio" and
in "Portfolio" . The Trust's portfolio was selected by experienced
professionals at Morgan Stanley & Co. Incorporated ("Morgan Stanley" ).
Van Kampen American Capital is a member of the Morgan Stanley Group of
affiliated companies. In selecting the Securities, Morgan Stanley focused on
companies from around the world with historically superior production and
reserve growth. Morgan Stanley analysts believe that these stocks could
outperform their industry peers even during neutral or negative price
movements of gold and other precious metals. In a positive environment for
precious metals, Morgan Stanley analysts believe that these stocks may offer
significant growth potential. Morgan Stanley also considered relative value
and dividend yields of the stocks in selecting the Securities. The Securities
were chosen from the following three categories:
Multinational Producers. Comprising approximately 20% of the portfolio on the
Initial Date of Deposit, Morgan Stanley believes that these large companies
offer significant growth prospects while offering lower risk potential than
smaller companies. Historically, these companies have weathered relatively
poor price environments, have demonstrated solid earnings and tend to have
proven management teams.
Mid-Sized Companies. Making up nearly 60% of the portfolio on the Initial Date
of Deposit, Morgan Stanley believes that each mid-sized company offers a
unique growth opportunity. These companies include companies that may be
takeover candidates, are considered undervalued, may offer significant growth
opportunities and are in turnaround situations. Morgan Stanley analysts
believe this category provides the best risk-adjusted growth opportunities in
the precious metals industry.
Exploration Companies. These small capitalization companies make up
approximately 20% of the portfolio on the Initial Date of Deposit. Exploration
companies seek substantial ore deposits, and significant findings have often
led to acquisition by larger companies. Not every exploration company is
successful, but the portfolio includes several companies that have
demonstrated promising exploration efforts and could provide above average
growth during the Trust's three-year life.
Precious Metals Companies. Precious metals companies may offer an ideal way to
diversify an investment portfolio by providing the potential for a hedge
against inflation, growth and diversification within the precious metals
industry. Inflation has consistently eroded the U.S. dollar's buying power.
The Sponsor believes that an investment in precious metals companies may help
protect against inflation and provide a defensive investment and good downside
protection. Over time, the purchasing power of precious metals has been
preserved and may represent one of the best ways to protect against inflation.
Exploration success can potentially lead to strong growth for precious metals
companies and even during relatively flat economic periods for the industry,
companies that discover large ore bodies may experience significant growth. Of
course, there can be no guarantee that exploration efforts, which are
speculative and expensive, by any company will be successful. Beyond
exploration success, if demand for precious metals increases faster than
supply, precious metals companies may be in a position to benefit. According
to Morgan Stanley analysts, some current industry statistics indicate an
improving supply-and-demand environment. For example, after growing
approximately 50% between 1985 and 1992, world gold production has leveled off
and drops in world supply in 1994 and 1995 were the first in 15 years. Rising
production in relatively new geographic areas such as South America, West
Africa and Indonesia is now slowly increasing world production again but many
projects are still in the exploration phase.
South Africa, the world's largest producer of gold, has seen significant
decreases in production in recent years with production dropping 5% in 1994,
10% in 1995 and an expectation that final calculations will show a decrease in
production for 1996. In addition, strong economic growth and liberalization of
policies in India and China may create a stronger demand for gold. With 38% of
the world population, these countries have experienced dramatic increases in
jewelry demand which accounts for approximately 85 percent of physical demand
for gold. Relatively flat gold production has not kept pace with demand for
gold used for jewelry and other products. In 1995, there was a shortfall of
approximately 436 metric tonnes (more than 14 million Troy ounces). Of course,
there can be no guarantee that stronger demand for precious metals will be
realized or continue for any length of time because future economic growth and
liberalization of policies depends on social and political developments in
foreign countries, including those countries mentioned above, which cannot be
predicted.
Precious metals companies are subject to certain risks, including volatile
stock prices which may or may not be related to the price of gold. The Trust
is concentrated in issuers within the precious metals industry. A portfolio
concentrated in a single industry may present more risk than a portfolio of
more broadly diversified investments. There can be no guarantee that
exploration efforts, which are speculative and expensive, conducted by any
company included in the portfolio will be successful and a lack of success in
any exploration effort may have a material adverse impact on an issuer and the
value of a Security. See "Risk Factors" for a more detailed discussion
of the risks of an investment in stocks of precious metals companies and
foreign issuers.
General. An investor will be subject to taxation on any dividend income
received from the Trust and on gains from the sale or liquidation of
Securities (see "Federal Taxation" ). Investors should be aware that
there is not any guarantee that the objectives of the Trust will be achieved
because they are subject to the continuing ability of the respective Security
issuers to continue to declare and pay dividends and because the market value
of the Securities can be affected by a variety of factors. Common stocks may
be especially susceptible to general stock market movements and to volatile
increases and decreases of value as market confidence in and perceptions of
the issuers change. Investors should be aware that there can be no assurance
that the value of the underlying Securities will increase or that the issuers
of the Equity Securities will pay dividends on outstanding common shares. Any
distributions of income will generally depend upon the declaration of
dividends by the issuers of the Securities and the declaration of any
dividends depends upon several factors including the financial condition of
the issuers and general economic conditions.
Investors should note that the above criteria were applied to the Equity
Securities selected for inclusion in the Trust as of the Initial Date of
Deposit. Subsequent to the Initial Date of Deposit, the Securities may no
longer meet such criteria. Should an Equity Security no longer meet such
criteria, such Equity Security will not, simply as a result of such fact, be
removed from the portfolio of the Trust.
Investors should be aware that the Trust is not a "managed" fund and
as a result the adverse financial condition of a company will not result in
its elimination from the portfolio except under extraordinary circumstances
(see "Trust Administration--Portfolio Administration" ). In addition,
Securities will not be sold by the Trust to take advantage of market
fluctuations or changes in anticipated rates of appreciation. Investors should
note in particular that the Securities were selected by the Sponsor as of the
Initial Date of Deposit. The Trust may continue to purchase or hold Securities
originally selected through this process even though the evaluation of the
attractiveness of the Securities may have changed and, if the evaluation were
performed again at that time, the Securities would not be selected for the
Trust.
TRUST PORTFOLIO
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The Trust consists of 28 different issues of Equity Securities which are
issued by foreign and domestic companies that are engaged in the exploration,
mining, refining and production of gold and other precious metals, including
common stocks of foreign issuers (certain of which are in American Depositary
Receipt form). All of the Equity Securities are listed on a national or
foreign securities exchange, the NASDAQ National Market System or are traded
in the over-the-counter market. The following is a general description of the
companies included in the Trust.
Arizona Star Resource Corporation. Arizona Star Resource Corporation holds
interests in various gold claims located in the state of Arizona. The company
also holds an option to earn a 51% interest in a gold prospect in Northern
Chile.
Ashanti Goldfields Company, Ltd. Ashanti Goldfields Company, Ltd. is a
Ghanaian goldmine operator. The company operates the Ashanti gold mine, which
is located in Ghana. The company plans to expand through further exploitation
of existing mines or possibly through purchasing of, or involvements with,
other mines.
Barrick Gold Corporation. Barrick Gold Corporation explores and produces gold.
The company operates approximately 11 mines in North and South America and is
developing four other mines.
Battle Mountain Gold Company. Battle Mountain Gold Company, and its
subsidiaries, mine and process gold, silver and copper ore in the United
States, Bolivia, Chile and Australia. The company also explores and evaluates
precious metals properties in Latin America, the South Pacific, Australia and
United States.
Birim Goldfields Inc. Birim Goldfields Inc. explores for and mines diamonds
and gold. The company, through its subsidiaries, holds prospects in Ghana.
Cambior, Inc. Cambior, Inc. primarily mines for gold and other various metals
in Canada, the United States, Guyana and various other countries of the
Americas.
Driefontein Consolidated Ltd. Driefontein Consolidated Ltd. mines for gold in
the areas of East Driefontein and West Driefontein. The company also has
secondary mining operations at Carletonville.
Euro-Nevada Mining Corporation. Euro-Nevada Mining Corporation acquires,
explores and mines natural resource properties for gold. The company mines
gold in North America, South America, Australia and Indonesia.
Franc-Or Resources Corporation. Franc-Or Resources Corporation explores and
develops gold deposits in French Guyana.
Freeport-McMoRan Copper & Gold, Inc. Freeport-McMoRan Copper & Gold, Inc.
explores for, mines and mills copper, gold and silver in Irian Jaya, Indonesia
through its subsidiary, P.T. Freeport Indonesia Company. The company also
smelts and refines copper concentrates in Huelva, Spain.
Glamis Gold, Ltd. Glamis Gold, Ltd. explores for and produces precious metals.
The company owns properties in Imperial, Kern and Calaveras counties,
California, from which it extracts gold through open pit and heap leach
methods.
Golden Knight Resources, Inc. Golden Knight Resources, Inc. explores for and
produces minerals. The company conducts exploration and development work
through a joint venture with TVX Gold, Inc. Golden Knight retains a 40%
interest in the Casa Berardi fault structure north of La Sarre, Quebec, while
TVX maintains a 60% interest. The joint venture includes two underground mines
and a 1,500 ton per day milling facility.
Gold Reserve Corporation. Gold Reserve Corporation acquires, explores for and
develops mining properties. The company owns shares in several mining
companies and is developing a diamond and gold property in Venezuela.
Kidston Gold Mines Limited. Kidston Gold Mines Limited owns and operates mines
located in South West Cairns, Queensland, Australia. The company explores the
mines for precious metals, primarily gold.
Newcrest Mining Limited. Newcrest Mining Limited explores for precious
minerals, mainly gold, through six company owned and operated mines in
Australia. The company also has interests in other mining operations
throughout New Zealand, Indonesia, other parts of Asia and the Americas.
Newmont Mining Corporation. Newmont Mining Corporation, through its
subsidiaries, explores for gold in the United States and the Pacific Rim.
Newmont has refining arrangements with domestic and foreign refiners which
further refine gold bullion produced at the company's refinery and return the
toll gold to the company's account for sale to third parties.
Pangea Goldfields, Inc. Pangea Goldfields, Inc. is a gold development company
with minerals assets involving over 40 exploration projects in Canada,
Tanzania, Peru, Mali and Uganda. Pangea has three properties in the
feasibility and prefeasibility stage, Fenn-Gib project in Ontario and the
Golden Ridge and Kahama projects in Tanzania.
Prime Resource Group, Inc. Prime Resource Group, Inc. explores for and
develops mineral properties in the province of British Columbia.
Rio Narcea Gold Mines Ltd. Rio Narcea Gold Mines Ltd. explores for and
develops mineral properties. The company currently holds interest in a gold
property located in northern Spain.
Romarco Minerals, Inc. Romarco Minerals, Inc. explores for and develops
mineral resource properties in Nevada. The company owns 11 properties situated
within the main gold producing belts in this state.
St. Barbara Mines Ltd. St. Barbara Mines Ltd. explores for and produces gold
in Western Australia. The company focuses its exploration activities in the
ore reserves in the Bluebird and Cuddingwarra project areas of Australia. St.
Barbara also owns and operates its own fleet of mining equipment and treats
its mining recoveries.
Santa Fe Pacific Gold Corporation. Santa Fe Pacific Gold Corporation explores
for and develops gold properties and mines and processes gold ores. The
company operates three gold mines in northern Nevada and southern California
and has exploration offices and projects throughout the world.
TVI Pacific, Inc. TVI Pacific, Inc., together with its subsidiaries, primarily
explores for and mines gold and copper in the Philippines.
TVX Gold, Inc. TVX Gold, Inc. is a Canadian based growth oriented
international mining company with existing production of precious metals from
interests in seven producing mines located in North and South America. The
company maintains its head office in Toronto, Canada with major offices in Rio
de Janeiro, Brazil and Santiago, Chile.
Vaal Reefs Exploration & Mining Company Ltd. Vaal Reefs Exploration & Mining
Company Ltd. explores for and mines gold in the Klerksdorp district, Transvaal
and the Viljoenskroon district. The company also produces uranium oxide and
sulphuric acid.
Vengold Inc. Vengold Inc. is a gold exploration and development company that
owns a 5.7% interest in the Lihir gold deposit located in Papua, New Guinea.
The company also has an exploration program in the Kilometre 88 mining
district of Venezuela.
General. The Trust consists of (a) the Securities listed under "
Portfolio" as may continue to be held from time to time in the Trust, (b)
any additional Securities acquired and held by the Trust pursuant to the
provisions of the Trust Agreement and (c) any cash held in the Income and
Capital Accounts. Neither the Sponsor nor the Trustee shall be liable in any
way for any failure in any of the Securities. However, should any contract for
the purchase of any of the Securities initially deposited hereunder fail, the
Sponsor will, unless substantially all of the moneys held in the Trust to
cover such purchase are reinvested in substitute Securities in accordance with
the Trust Agreement, refund the cash and sales charge attributable to such
failed contract to all Unitholders on the next distribution date.
Because certain of the Equity Securities from time to time may be sold under
certain circumstances described herein, and because the proceeds from such
events will in most cases be distributed to Unitholders and will not be
reinvested, no assurance can be given that the Trust will retain for any
length of time its present size and composition. Although the portfolio is not
managed, the Sponsor may instruct the Trustee to sell Equity Securities under
certain limited circumstances. See "Trust Administration--Portfolio
Administration." Equity Securities, however, will not be sold by the Trust
to take advantage of market fluctuations or changes in anticipated rates of
appreciation or depreciation.
RISK FACTORS
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General. An investment in Units of the Trust should be made with an
understanding of the risks which an investment in domestic and foreign common
stocks entails, including the risk that the financial condition of the issuers
of the Equity Securities or the general condition of the common stock market
may worsen and the value of the Equity Securities and therefore the value of
the Units may decline. Common stocks are especially susceptible to general
stock market movements and to volatile increases and decreases of value as
market confidence in and perceptions of the issuers change. These perceptions
are based on unpredictable factors including expectations regarding
government, economic, monetary and fiscal policies, inflation and interest
rates, economic expansion or contraction, and global or regional political,
economic or banking crises. Shareholders of common stocks have rights to
receive payments from the issuers of those common stocks that are generally
subordinate to those of creditors of, or holders of debt obligations or
preferred stocks of, such issuers. Shareholders of common stocks of the type
held by the Trust have a right to receive dividends only when and if, and in
the amounts, declared by each issuer's board of directors and have a right to
participate in amounts available for distribution by such issuer only after
all other claims on such issuer have been paid or provided for. Common stocks
do not represent an obligation of the issuer and, therefore, do not offer any
assurance of income or provide the same degree of protection of capital as do
debt securities. The issuance of additional debt securities or preferred stock
will create prior claims for payment of principal, interest and dividends
which could adversely affect the ability and inclination of the issuer to
declare or pay dividends on its common stock or the rights of holders of
common stock with respect to assets of the issuer upon liquidation or
bankruptcy. The value of common stocks is subject to market fluctuations for
as long as the common stocks remain outstanding, and thus the value of the
Equity Securities in a portfolio may be expected to fluctuate over the life of
the Trust to values higher or lower than those prevailing on the Initial Date
of Deposit.
Holders of common stocks incur more risk than holders of preferred stocks and
debt obligations because common stockholders, as owners of the entity, have
generally inferior rights to receive payments from the issuer in comparison
with the rights of creditors of, or holders of debt obligations or preferred
stocks issued by, the issuer. Cumulative preferred stock dividends must be
paid before common stock dividends and any cumulative preferred stock dividend
omitted is added to future dividends payable to the holders of cumulative
preferred stock. Preferred stockholders are also generally entitled to rights
on liquidation which are senior to those of common stockholders.
A significant portion of the Securities in the Trust are securities of small
capitalization companies. Accordingly, an investment in Units of the Trust
should be made with an understanding of the risks of small capitalization
companies. Smaller companies may have rates of sales, growth and share price
appreciation that exceed those of larger companies; however, such companies
also generally have limited product lines, markets and financial resources.
Investors should note that stocks of smaller companies generally have limited
marketability and typically experience significantly greater market price
volatility than stocks of larger companies. Accordingly, no assurance can be
made that upon redemption or termination of the Trust the value of the
Securities (and therefore the net asset value of Units) will be greater than
or equal to the value at the time a Unitholder purchased Units.
Certain of the Equity Securities included in the Trust from time to time may
experience limited purchase or sale availability in the market place. This
potential limited trading volume may result in negative market price
consequences for the Trust stemming from the acquisition or liquidation of a
significant amount of these Equity Securities. The Sponsor may attempt to
mitigate these consequences with a longer liquidation period for these Equity
Securities at the Trust's termination than might be required for the other
Equity Securities included in the Trust. However, these procedures may be
insufficient or unsuccessful in avoiding such negative price consequences.
Whether or not the Equity Securities are listed on a national or foreign
securities exchange, the principal trading market for the Equity Securities
may be in the over-the-counter market. As a result, the existence of a liquid
trading market for the Equity Securities may depend on whether dealers will
make a market in the Equity Securities. There can be no assurance that a
market will be made for any of the Equity Securities, that any market for the
Equity Securities will be maintained or of the liquidity of the Equity
Securities in any markets made. In addition, the Trust may be restricted under
the Investment Company Act of 1940 from selling Equity Securities to the
Sponsor. The price at which the Equity Securities may be sold to meet
redemptions, and the value of the Trust, will be adversely affected if trading
markets for the Equity Securities are limited or absent.
The Trust Agreement authorizes the Sponsor to increase the size of the Trust
and the number of Units thereof by the deposit of additional Securities, or
cash (including a letter of credit) with instructions to purchase additional
Securities, in the Trust and the issuance of a corresponding number of
additional Units. If the Sponsor deposits cash, existing and new investors may
experience a dilution of their investments and a reduction in their
anticipated income because of fluctuations in the prices of the Securities
between the time of the cash deposit and the purchase of the Securities and
because the Trust will pay the associated brokerage and acquisition fees. To
minimize this effect, the Trust will attempt to purchase the Securities as
close to the Evaluation Time or as close to the evaluation prices as possible.
Unitholders will be unable to dispose of any of the Equity Securities in the
Trust, as such, and will not be able to vote the Equity Securities. As the
holder of the Equity Securities, the Trustee will have the right to vote all
of the voting stocks in the Trust and will vote such stocks in accordance with
the instructions of the Sponsor (who may rely on the Supervisor). In the
absence of any such instructions, the Trustee will vote such Securities so as
to insure that the Securities are voted as closely as possible in the same
manner and the same general proportion as are shares held by owners other than
the Trust.
Precious Metals Industry. The Trust is concentrated in issuers within the
precious metals industry. A portfolio concentrated in a single industry may
present more risk than a portfolio broadly diversified over several
industries. The Trust, and therefore Unitholders, may be particularly
susceptible to a negative impact resulting from adverse market conditions or
other factors affecting issuers engaged in the exploration, mining and
production of gold and other precious metals because any negative impact on
the precious metals industry will not be diversified among issuers within
other unrelated industries. Accordingly, an investment in Units should be made
with an understanding of the risks inherent in the precious metals industry.
The Trust includes securities which are issued by companies engaged in the
exploration for and development of gold and other precious metals properties
and mining and processing of gold ore and such other precious metals. Stocks
of precious metals companies often experience significant stock price
volatility, which may or may not be directly related to the price of precious
metals. Accordingly, there can be no guarantee that the value of Units upon
redemption or Trust termination will be equal to or greater than the price a
Unitholder paid for the Units. Mining operations and exploration activities
are subject to extensive federal, state and local laws and regulations
governing exploration, development, production, exports, taxes, labor
standards, occupational health, waste disposal, protection and remediation of
the environment, reclamation, mine safety, toxic substances and other matters.
Compliance with such laws and regulations may significantly increase the costs
of planning, designing, drilling, developing, constructing, operating and
closing the mines and other facilities of certain companies. It is possible
that the costs and delays associated with compliance with such laws and
regulations could become such that certain companies would not proceed with
the development or operation of a mine and could have a significant adverse
effect on certain of the issuers of Equity Securities. Mining and exploration
companies must also seek governmental permits for expansion and advance
exploration activities. Obtaining the necessary government permits is a
complex and time-consuming process involving numerous federal, state and local
agencies. The failure to obtain certain permits could have a material adverse
effect on an issuer's business, operations and prospects. Furthermore, the
laws and regulations of foreign countries may differ significantly from U.S.
laws governing mining operations in the United States. Exploration activities
are speculative and expensive undertakings and there can be no assurance that
current or future explorations efforts will be successful. Exploration efforts
which experience delays, increased costs, a failure to discover ore or a
failure to discover ore in the quantities anticipated could have a material
adverse impact on the price (including volatility) of the Equity Securities
and of Units.
In addition, the profitability of precious metals companies is significantly
affected by changes in the market prices of precious metals. Prices of
precious metals can fluctuate widely and are affected by numerous industry
factors, such as demand for precious metals, forward selling by producers,
central bank sales and purchases of gold, and production and cost levels in
major metals-producing regions. Gold, in particular, has been subject to
substantial price fluctuations over short periods of time and may be affected
by unpredictable international monetary and other governmental policies, such
as currency devaluations or revalutions; economic and social conditions within
a country; trade imbalances; or trade or currency restrictions between
countries. Since much of the world's known gold reserves are located in South
Africa, political and social conditions there may influence the price of gold
and the share values of precious metals mining companies located elsewhere.
Investors should understand the special considerations and risks related to
such an investment emphasis, and, accordingly, the potential effect on the
value of the Trust.
Although many companies have hedging programs in place to reduce the risk
associated with precious metals price volatility, there is no assurance that
an issuer's hedging strategies will be successful. Furthermore, exploration
for all minerals, as well as gold and other precious metals, is highly
speculative in nature, involves many risks and frequently is unsuccessful.
There can be no assurance that any company's exploration efforts will result
in the discovery of mineralization or that any mineralization discovered will
result in an increase of any company's reserves. In the event that new
reserves are not developed, an issuer may not be able to sustain its current
level of production which could adversely affect such Equity Securities in the
Trust's portfolio.
Foreign Equity Risks. Since certain of the Equity Securities consist of
securities of foreign issuers, an investment in the Trust involves certain
investment risks that are different in some respects from an investment in a
trust which invests entirely in the securities of domestic issuers. These
investment risks include future political or governmental restrictions which
might adversely affect the payment or receipt of payment of dividends on the
relevant Equity Securities, the possibility that the financial condition of
the issuers of the Equity Securities may become impaired or that the general
condition of the relevant stock market may worsen (both of which would
contribute directly to a decrease in the value of the Equity Securities and
thus in the value of the Units), the limited liquidity and relatively small
market capitalization of the relevant securities market, expropriation or
confiscatory taxation, economic uncertainties and foreign currency
devaluations and fluctuations. In addition, for foreign issuers that are not
subject to the reporting requirements of the Securities Exchange Act of 1934,
there may be less publicly available information than is available from a
domestic issuer. Also, foreign issuers are not necessarily subject to uniform
accounting, auditing and financial reporting standards, practices and
requirements comparable to those applicable to domestic issuers. The
securities of many foreign issuers are less liquid and their prices more
volatile than securities of comparable domestic issuers. In addition, fixed
brokerage commissions and other transaction costs on foreign securities
exchanges are generally higher than in the United States and there is
generally less government supervision and regulation of exchanges, brokers and
issuers in foreign countries than there is in the United States. However, due
to the nature of the issuers of the Equity Securities, the Sponsor believes
that adequate information will be available to allow the Supervisor to provide
portfolio surveillance for the Trust.
Equity securities issued by non-U.S. issuers generally pay dividends in
foreign currencies and are principally traded in foreign currencies.
Therefore, there is a risk that the United States dollar value of these
securities will vary with fluctuations in the U.S. dollar foreign exchange
rates for the various Equity Securities. See "Exchange Rate" below.
Investors should also realize that, although certain Equity Securities are
ADRs, all foreign issuers which operate internationally are subject to
currency risks.
The securities of certain foreign issuers in the Trust are in ADR form. See
"Portfolio" . ADRs evidence American Depositary Receipts which
represent common stock deposited with a custodian in a depositary. American
Depositary Shares, and receipts therefor (ADRs), are issued by an American
bank or trust company to evidence ownership of underlying securities issued by
a foreign corporation. These instruments may not necessarily be denominated in
the same currency as the securities into which they may be converted. For
purposes of the discussion herein, the term ADR generally includes American
Depositary Shares. ADRs may be sponsored or unsponsored. In an unsponsored
facility, the depositary initiates and arranges the facility at the request of
market makers and acts as agent for the ADR holder, while the company itself
is not involved in the transaction. In a sponsored facility, the issuing
company initiates the facility and agrees to pay certain administrative and
shareholder-related expenses. Sponsored facilities use a single depositary and
entail a contractual relationship between the issuer, the shareholder and the
depositary; unsponsored facilities involve several depositaries with no
contractual relationship to the company. The depositary bank that issues an
ADR generally charges a fee, based on the price of the ADR, upon issuance and
cancellation of the ADR. This fee would be in addition to the brokerage
commissions paid upon the acquisition or surrender of the security. In
addition, the depositary bank incurs expenses in connection with the
conversion of dividends or other cash distributions paid in local currency
into U.S. dollars and such expenses are deducted from the amount of the
dividend or distribution paid to holders, resulting in a lower payout per
underlying shares represented by the ADR than would be the case if the
underlying share were held directly. The Trustee for this Trust acts as a
depositary for ADRs, certain of which may be included in the Trust's
portfolio. Certain tax considerations, including tax rate differentials and
withholding requirements, arising from applications of the tax laws of one
nation to nationals of another and from certain practices in the ADR market
may also exist with respect to certain ADRs. In varying degrees, any or all of
these factors may affect the value of the ADR compared with the value of the
underlying shares in the local market. In addition, the rights of holders of
ADRs may be different than those of holders of the underlying shares, and the
market for ADRs may be less liquid than that for the underlying shares. ADRs
are registered securities pursuant to the Securities Act of 1933 and may be
subject to the reporting requirements of the Securities Exchange Act of 1934.
On the basis of the best information available to the Sponsor at the present
time, none of the Equity Securities are subject to exchange control
restrictions under existing law which would materially interfere with payment
to the Trust of dividends due on, or proceeds from the sale of, the Equity
Securities. However, there can be no assurance that exchange control
regulations might not be adopted in the future which might adversely affect
payment to the Trust. In addition, the adoption of exchange control
regulations and other legal restrictions could have an adverse impact on the
marketability of international securities in the Trust and on the ability of
the Trust to satisfy its obligation to redeem Units tendered to the Trustee
for redemption.
Investors should be aware that it may not be possible to buy all Equity
Securities at the same time because of the unavailability of any Equity
Security, and restrictions applicable to the Trust relating to the purchase of
an Equity Security by reason of the federal securities laws or otherwise.
Foreign securities generally have not been registered under the Securities Act
of 1933 and may not be exempt from the registration requirements of such Act.
Sales of non-exempt Equity Securities by the Trust in the United States
securities markets are subject to severe restrictions and may not be
practicable. Accordingly, sales of these Equity Securities by the Trust will
generally be effected only in foreign securities markets. Although the Sponsor
does not believe that the Trust will encounter obstacles in disposing of the
Equity Securities, investors should realize that the Equity Securities may be
traded in foreign countries where the securities markets are not as developed
or efficient and may not be as liquid as those in the United States. The value
of the Equity Securities will be adversely affected if trading markets for the
Equity Securities are limited or absent.
Exchange Rate. The Trust is concentrated in Equity Securities that are
principally traded in foreign currencies and as such involves investment risks
that are substantially different from an investment in a fund which invests in
securities that are principally traded in United States dollars. The United
States dollar value of the portfolio (and hence of the Units) and of the
distributions from the portfolio will vary with fluctuations in the United
States dollar foreign exchange rates for the related foreign currencies. Most
foreign currencies have fluctuated widely in value against the United States
dollar for many reasons, including supply and demand of the respective
currency, the rate of inflation in the respective economies compared to the
United States, the impact of interest rate differentials between different
currencies on the movement of foreign currency rates, the balance of imports
and exports of goods and services, the soundness of the world economy and the
strength of the respective economy as compared to the economies of the United
States and other countries.
The post-World War II international monetary system was, until 1973, dominated
by the Bretton Woods Treaty, which established a system of fixed exchange
rates and the convertibility of the United States dollar into gold through
foreign central banks. Starting in 1971, growing volatility in the foreign
exchange markets caused the United States to abandon gold convertibility and
to effect a small devaluation of the United States dollar. In 1973, the system
of fixed exchange rates between a number of the most important industrial
countries of the world, among them the United States and most western European
countries, was completely abandoned. Subsequently, major industrialized
countries have adopted "floating" exchange rates, under which daily
currency valuations depend on supply and demand in a freely fluctuating
international market. Many smaller or developing countries have continued to
"peg" their currencies to the United States dollar although there has
been some interest in recent years in "pegging" currencies to "
baskets" of other currencies or to a Special Drawing Right administered by
the International Monetary Fund. Currencies are generally traded by leading
international commercial banks and institutional investors (including
corporate treasurers, money managers, pension funds and insurance companies).
From time to time, central banks in a number of countries also are major
buyers and sellers of foreign currencies, mostly for the purpose of preventing
or reducing substantial exchange rate fluctuations.
Exchange rate fluctuations are partly dependent on a number of economic
factors including economic conditions within countries, the impact of actual
and proposed government policies on the value of currencies, interest rate
differentials between the currencies and the balance of imports and exports of
goods and services and transfers of income and capital from one country to
another. These economic factors are influenced primarily by a particular
country's monetary and fiscal policies (although the perceived political
situation in a particular country may have an influence as well--particularly
with respect to transfers of capital). Investor psychology may also be an
important determinant of currency fluctuations in the short run. Moreover,
institutional investors trying to anticipate the future relative strength or
weakness of a particular currency may sometimes exercise considerable
speculative influence on currency exchange rates by purchasing or selling
large amounts of the same currency or currencies. However, over the long term,
the currency of a country with a low rate of inflation and a favorable balance
of trade should increase in value relative to the currency of a country with a
high rate of inflation and deficits in the balance of trade.
The Evaluator will estimate the current exchange rate for the appropriate
foreign currencies based on activity in the related currency exchange market.
However, since this market may be volatile and is constantly changing,
depending on the activity at any particular time of the large international
commercial banks, various central banks, large multi-national corporations,
speculators and other buyers and sellers of foreign currencies, and since
actual foreign currency transactions may not be instantly reported, the
exchange rates estimated by the Evaluator may not be indicative of the amount
in United States dollars the Trust would receive had the Trustee sold any
particular currency in the market. The foreign exchange transactions of the
Trust will be concluded by the Trustee with foreign exchange dealers acting as
principals on a spot (i.e., cash) buying basis. Although foreign exchange
dealers trade on a net basis, they do realize a profit based upon the
difference between the price at which they are willing to buy a particular
currency (bid price) and the price at which they are willing to sell the
currency (offer price).
FEDERAL TAXATION
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The following is a general discussion of certain of the federal income tax
consequences of the purchase, ownership and disposition of the Units. The
summary is limited to investors who hold the Units as "capital assets"
(generally, property held for investment) within the meaning of Section 1221
of the Internal Revenue Code of 1986 (the "Code" ). Unitholders should
consult their tax advisers in determining the federal, state, local and any
other tax consequences of the purchase, ownership and disposition of Units in
the Trust. For purposes of the following discussion and opinion, it is assumed
that each Equity Security is equity for federal income tax purposes.
In the opinion of Chapman and Cutler, special counsel for the Sponsor, under
existing law:
1. The Trust is not an association taxable as a corporation for federal income
tax purposes; each Unitholder will be treated as the owner of a pro rata
portion of each of the assets of the Trust under the Code; and the income of
the Trust will be treated as income of the Unitholders thereof under the Code.
Each Unitholder will be considered to have received his pro rata share of
income derived from each Trust asset when such income is considered to be
received by the Trust.
2. Each Unitholder will be considered to have received all of the dividends
paid on his pro rata portion of each Equity Security when such dividends are
considered to be received by the Trust regardless of whether such dividends
are used to pay a portion of the deferred sales charge. Unitholders will be
taxed in this manner regardless of whether distributions from the Trust are
actually received by the Unitholder or are automatically reinvested.
3. Each Unitholder will have a taxable event when the Trust disposes of an
Equity Security (whether by sale, exchange, liquidation, redemption, or
otherwise) or upon the sale or redemption of Units by such Unitholder (except
to the extent an in kind distribution of stock is received by such Unitholder
as described below). The price a Unitholder pays for his Units, generally
including sales charges, is allocated among his pro rata portion of each
Equity Security held by the Trust (in proportion to the fair market values
thereof on the valuation date nearest the date the Unitholder purchases his
Units) in order to determine his initial tax basis for his pro rata portion of
each Equity Security held by the Trust. It should be noted that certain
legislative proposals have been made which could affect the calculation of
basis for Unitholders holding securities that are substantially identical to
the Equity Securities. Unitholders should consult their own tax advisors with
regard to calculation of basis. For federal income tax purposes, a
Unitholder's pro rata portion of dividends as defined by Section 316 of the
Code paid with respect to an Equity Security held by the Trust are taxable as
ordinary income to the extent of such corporation's current and accumulated
"earnings and profits" . A Unitholder's pro rata portion of dividends
paid on such Equity Security which exceeds such current and accumulated
earnings and profits will first reduce a Unitholder's tax basis in such Equity
Security, and to the extent that such dividends exceed a Unitholder's tax
basis in such Equity Security shall generally be treated as capital gain. In
general, any such capital gain will be short-term unless a Unitholder has held
his Units for more than one year.
4. A Unitholder's portion of gain, if any, upon the sale or redemption of
Units or the disposition of Equity Securities held by the Trust will generally
be considered a capital gain (except in the case of a dealer or a financial
institution) and, in general, will be long-term if the Unitholder has held his
Units for more than one year (the date on which the Units are acquired (i.e.,
the "trade date" ) is excluded for purposes of determining whether the
Units have been held for more than one year). A Unitholder's portion of loss,
if any, upon the sale or redemption of Units or the disposition of Equity
Securities held by the Trust will generally be considered a capital loss
(except in the case of a dealer or a financial institution) and, in general,
will be long-term if the Unitholder has held his Units for more than one year.
Unitholders should consult their tax advisers regarding the recognition of
such capital gains and losses for federal income tax purposes.
Deferred Sales Charge. Generally, the tax basis of a Unitholder includes sales
charges, and such charges are not deductible. A portion of the sales charge
for the Trust is deferred. It is possible that for federal income tax purposes
a portion of the deferred sales charge may be treated as interest which would
be deductible by a Unitholder subject to limitations on the deduction of
investment interest. In such case, the non-interest portion of the deferred
sales charge would be added to the Unitholder's tax basis in his Units. The
deferred sales charge could cause the Unitholder's Units to be considered to
be debt-financed under Section 246A of the Code which would result in a small
reduction of the dividends received deduction. In any case, the income (or
proceeds from redemption) a Unitholder must take into account for federal
income tax purposes is not reduced by amounts deducted to pay the deferred
sales charge. Unitholders should consult their own tax advisers as to the
income tax consequences of the deferred sales charge.
Dividends Received Deduction. A corporation that owns Units will generally be
entitled to a 70% dividends received deduction with respect to such
Unitholder's pro rata portion of dividends received by the Trust (to the
extent such dividends are taxable as ordinary income, as discussed above, and
are attributable to domestic corporations) in the same manner as if such
corporation directly owned the Equity Securities paying such dividends (other
than corporate Unitholders, such as "S" corporations, which are not
eligible for the deduction because of their special characteristics and other
than for purposes of special taxes such as the accumulated earnings tax and
the personal holding corporation tax). However, a corporation owning Units
should be aware that Sections 246 and 246A of the Code impose additional
limitations on the eligibility of dividends for the 70% dividends received
deduction. These limitations include a requirement that stock (and therefore
Units) must generally be held at least 46 days (as determined under Section
246(c) of the Code). Final regulations have been recently issued which address
special rules that must be considered in determining whether the 46 day
holding period requirement is met. Moreover, the allowable percentage of the
deduction will be reduced from 70% if a corporate Unitholder owns certain
stock (or Units) the financing of which is directly attributable to
indebtedness incurred by such corporation. It should be noted that various
legislative proposals that would affect the dividends received deduction have
been introduced. Unitholders should consult with their tax advisers with
respect to the limitations on and possible modifications to the dividends
received deduction. To the extent dividends received by the Trust are
attributable to foreign corporations, a corporation that owns Units will not
be entitled to the dividends received deduction with respect to its pro rata
portion of such dividends, since the dividends received deduction is generally
available only with respect to dividends paid by domestic corporations.
Limitations on Deductibility of Trust Expenses by Unitholders. Each
Unitholder's pro rata share of each expense paid by the Trust is deductible by
the Unitholder to the same extent as though the expense had been paid directly
by him. It should be noted that as a result of the Tax Reform Act of 1986,
certain miscellaneous itemized deductions, such as investment expenses, tax
return preparation fees and employee business expenses will be deductible by
an individual only to the extent they exceed 2% of such individual's adjusted
gross income. Unitholders may be required to treat some or all of the expenses
of the Trust as miscellaneous itemized deductions subject to this limitation.
Recognition of Taxable Gain or Loss Upon Disposition of Equity Securities by
the Trust or Disposition of Units. As discussed above, a Unitholder may
recognize taxable gain (or loss) when an Equity Security is disposed of by the
Trust or if the Unitholder disposes of a Unit. For taxpayers other than
corporations, net capital gains (which are defined as net long-term capital
gain over net short-term capital loss for a taxable year) are subject to a
maximum marginal stated tax rate of 28%. However, it should be noted that
legislative proposals are introduced from time to time that could affect tax
rates and could affect relative differences at which ordinary income and
capital gains are taxed.
The Revenue Reconciliation Act of 1993 (the "Act" ) raised tax rates on
ordinary income while capital gains remain subject to a 28% maximum stated
rate for taxpayers other than corporations. Because some or all capital gains
are taxed at a comparatively lower rate under the Act, the Act includes a
provision that recharacterizes capital gains as ordinary income in the case of
certain financial transactions that are "conversion transactions"
effective for transactions entered into after April 30, 1993. Unitholders and
prospective investors should consult with their tax advisers regarding the
potential effect of this provision on their investment in Units.
If a Unitholder disposes of a Unit he is deemed thereby to have disposed of
his entire pro rata interest in all assets of the Trust including his pro rata
portion of all Equity Securities represented by a Unit. Legislative proposals
have been made that would treat certain transactions designed to reduce or
eliminate risk of loss and opportunities for gain as constructive sales for
purposes of recognition of gain (but not loss). Unitholders should consult
their own tax advisors with regard to any such constructive sale rules.
Special Tax Consequences of In Kind Distributions Upon Redemption of Units or
Termination of the Trust. As discussed in "Rights of
Unitholders--Redemption of Units" , under certain circumstances a
Unitholder tendering Units for redemption may request an In Kind Distribution
of any Securities traded in a U.S. Securities market. A Unitholder may also
under certain circumstances request an In Kind Distribution of such Securities
upon the termination of the Trust. A Unitholder will receive cash representing
his pro rata portion of the Foreign Securities. See "Rights of
Unitholders--Redemption of Units." As previously discussed, prior to the
redemption of Units or the termination of the Trust, a Unitholder is
considered as owning a pro rata portion of each of the Trust assets for
federal income tax purposes. The receipt of an In Kind Distribution will
result in a Unitholder receiving an undivided interest in whole shares of
stock plus, possibly, cash.
The potential tax consequences that may occur under an In Kind Distribution
with respect to each Equity Security held by the Trust will depend on whether
or not a Unitholder receives cash in addition to Equity Securities. An "
Equity Security" for this purpose is a particular class of stock issued by
a particular corporation. A Unitholder will not recognize gain or loss if a
Unitholder only receives Equity Securities in exchange for his or her pro rata
portion in the Equity Securities held by the Trust. However, if a Unitholder
also receives cash in exchange for a fractional share of an Equity Security or
for a Foreign Security held by the Trust, such Unitholder will generally
recognize gain or loss based upon the difference between the amount of cash
received by the Unitholder and his tax basis in such fractional share of an
Equity Security or such Foreign Security held by the Trust.
Because the Trust will own many Equity Securities, a Unitholder who requests
an In Kind Distribution will have to analyze the tax consequences with respect
to each Equity Security owned by the Trust. The amount of taxable gain (or
loss) recognized upon such exchange will generally equal the sum of the gain
(or loss) recognized under the rules described above by such Unitholder with
respect to each Equity Security owned by the Trust. Unitholders who request an
In Kind Distribution are advised to consult their tax advisers in this regard.
Computation of the Unitholder's Tax Basis. Initially, a Unitholder's tax basis
in his Units will generally equal the price paid by such Unitholder of his
Units. The cost of the Units is allocated among the Equity Securities held in
the Trust in accordance with the proportion of the fair market values of such
Equity Securities on the valuation date nearest the date the Units are
purchased in order to determine such Unitholder's tax basis for his pro rata
portion of each Equity Security.
A Unitholder's tax basis in his Units and his pro rata portion of an Equity
Security held by the Trust will be reduced to the extent dividends paid with
respect to such Equity Security are received by the Trust which are not
taxable as ordinary income as described above.
General. Each Unitholder will be requested to provide the Unitholder's
taxpayer identification number to the Trustee and to certify that the
Unitholder has not been notified by the Internal Revenue Service that payments
to the Unitholder are subject to back-up withholding. If the proper taxpayer
identification number and appropriate certification are not provided when
requested, distributions by the Trust to such Unitholder (including amounts
received upon the redemption of Units) will be subject to back-up withholding.
Distributions by the Trust (other than those that are not treated as United
States source income, if any) will generally be subject to United States
income taxation and withholding in the case of Units held by non-resident
alien individuals, foreign corporations or other non-United States persons.
Such persons should consult their tax advisers.
In general, income that is not effectively connected to the conduct of a trade
or business within the United States that is earned by non-U.S. Unitholders
and derived from dividends of foreign corporations will not be subject to U.S.
withholding tax provided that less than 25 percent of the gross income of the
foreign corporations for a three-year period ending with the close of its
taxable year preceding payment was not effectively connected to the conduct of
a trade or business within the United States. In addition, such earnings may
be exempt from U.S. withholding pursuant to a specific treaty between the
United States and a foreign country. Non-U.S. Unitholders should consult their
own tax advisers regarding the imposition of U.S. withholding on distributions
from the Trust.
It should be noted that payments to the Trust of dividends on Equity
Securities that are attributable to foreign corporations may be subject to
foreign withholding taxes and Unitholders should consult their tax advisers
regarding the potential tax consequences relating to the payment of any such
withholding taxes by the Trust. Any dividends withheld as a result thereof
will nevertheless be treated as income to the Unitholders. Because, under the
grantor trust rules, an investor is deemed to have paid directly his share of
foreign taxes that have been paid or accrued, if any, an investor may be
entitled to a foreign tax credit or deduction for United States tax purposes
with respect to such taxes. Investors should consult their tax advisers with
respect to foreign withholding taxes and foreign tax credits.
At the termination of the Trust, the Trustee will furnish to each Unitholder
of the Trust a statement containing information relating to the dividends
received by the Trust on the Equity Securities, the gross proceeds received by
the Trust from the disposition of any Equity Security (resulting from
redemption or the sale of any Equity Security), and the fees and expenses paid
by the Trust. The Trustee will also furnish annual information returns to
Unitholders and to the Internal Revenue Service.
In the opinion of Kroll & Tract LLP, special counsel to the Trust for New York
tax matters, the Trust is not an association taxable as a corporation and the
income of the Trust will be treated as the income of the Unitholders under the
existing income tax laws of the State and City of New York.
The foregoing discussion relates only to the tax treatment of U.S. Unitholders
("U.S. Unitholders" ) with regard to federal and certain aspects of New
York State and City income taxes. Unitholders may be subject to taxation in
New York or in other jurisdictions and should consult their own tax advisers
in this regard. As used herein, the term "U.S. Unitholder" means an
owner of a Unit of the Trust that (a) is (i) for United States federal income
tax purposes a citizen or resident of the United States, (ii) a corporation,
partnership or other entity created or organized in or under the laws of the
United States or of any political subdivision thereof, or (iii) an estate or
trust the income of which is subject to United States federal income taxation
regardless of its source or (b) does not qualify as a U.S. Unitholder in
paragraph (a) but whose income from a Unit is effectively connected with such
Unitholder's conduct of a United States trade or business. The term also
includes certain former citizens of the United States whose income and gain on
the Units will be taxable.
TRUST OPERATING EXPENSES
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Compensation of Sponsor and Evaluator. The Sponsor will not receive any fees
in connection with its activities relating to the Trust. However, Van Kampen
American Capital Investment Advisory Corp., which is an affiliate of the
Sponsor, will receive an annual supervisory fee which is not to exceed the
amount set forth under "Summary of Essential Financial Information"
for providing portfolio supervisory services for the Trust. Such fee (which is
based on the number of Units outstanding on January 1 of each year for which
such compensation relates except during the initial offering period in which
event the calculation is based on the number of Units outstanding at the end
of the month of such calculation) may exceed the actual costs of providing
such supervisory services for this Trust, but at no time will the total amount
received for portfolio supervisory services rendered to all Series of the Fund
and to any other unit investment trusts sponsored by the Sponsor for which the
Supervisor provides portfolio supervisory services in any calendar year exceed
the aggregate cost to the Supervisor of supplying such services in such year.
In addition, the Evaluator, which is a division of Van Kampen American Capital
Investment Advisory Corp., shall receive the annual per Unit evaluation fee
set forth under "Summary of Essential Financial Information" (which
amount is based on the number of Units outstanding on January 1 of each year
for which such compensation relates except during the initial offering period
in which event the calculation is based on the number of Units outstanding at
the end of the month of such calculation) for regularly evaluating the Trust
portfolio. The foregoing fees are payable as described under "General"
below. Both of the foregoing fees may be increased without approval of the
Unitholders by amounts not exceeding proportionate increases under the
category "All Services Less Rent of Shelter" in the Consumer Price
Index published by the United States Department of Labor or, if such category
is no longer published, in a comparable category. The Sponsor will receive
sales commissions and may realize other profits (or losses) in connection with
the sale of Units and the deposit of the Securities as described under "
Public Offering--Sponsor Compensation."
Trustee's Fee. For its services the Trustee will receive the annual per Unit
fee from the Trust set forth under "Summary of Essential Financial
Information" (which amount is based on the number of Units outstanding on
January 1 of each year for which such compensation relates except during the
initial offering period in which event the calculation is based on the number
of Units outstanding at the end of the month of such calculation). The
Trustee's fees are payable as described under "General" below. The
Trustee benefits to the extent there are funds for future distributions,
payment of expenses and redemptions in the Capital and Income Accounts since
these Accounts are non-interest bearing to Unitholders and the amounts earned
by the Trustee are retained by the Trustee. Part of the Trustee's compensation
for its services to the Trust is expected to result from the use of these
funds. Such fees may be increased without approval of the Unitholders by
amounts not exceeding proportionate increases under the category "All
Services Less Rent of Shelter" in the Consumer Price Index published by
the United States Department of Labor or, if such category is no longer
published, in a comparable category. For a discussion of the services rendered
by the Trustee pursuant to its obligations under the Trust Agreement, see "
Rights of Unitholders--Reports Provided" and "Trust
Administration."
Miscellaneous Expenses. Expenses incurred in establishing the Trust, including
the cost of the initial preparation of documents relating to the Trust
(including the Prospectus, Trust Agreement and certificates), federal and
state registration fees, the initial fees and expenses of the Trustee, legal
and accounting expenses, payment of closing fees and any other out-of-pocket
expenses, will be paid by the Trust and amortized over the life of the Trust.
The following additional charges are or may be incurred by the Trust: (a)
normal expenses (including the cost of mailing reports to Unitholders)
incurred in connection with the operation of the Trust, (b) fees of the
Trustee for extraordinary services, (c) expenses of the Trustee (including
legal and auditing expenses) and of counsel designated by the Sponsor, (d)
various governmental charges, (e) expenses and costs of any action taken by
the Trustee to protect the Trust and the rights and interests of Unitholders,
(f) indemnification of the Trustee for any loss, liability or expenses
incurred in the administration of the Trust without negligence, bad faith or
wilful misconduct on its part, (g) foreign custodial and transaction fees, (h)
accrual of costs associated with liquidating the foreign securities and (i)
expenditures incurred in contacting Unitholders upon termination of the Trust.
The expenses set forth herein are payable as described under "General"
below.
General. During the initial offering period of the Trust, all of the fees and
expenses will accrue on a daily basis and will be charged to the Trust, in
arrears, at the end of the initial offering period. After the initial offering
period of the Trust, all of the fees and expenses of the Trust will accrue on
a daily basis and will be charged to the Trust, in arrears, on a monthly basis
as of the tenth day of each month. The fees and expenses are payable out of
the Capital Account. When such fees and expenses are paid by or owing to the
Trustee, they are secured by a lien on the Trust's portfolio. It is expected
that the balance in the Capital Account will be insufficient to provide for
amounts payable by the Trust and that Equity Securities will be sold from the
Trust to pay such amounts. These sales will result in capital gains or losses
to Unitholders. See "Federal Taxation" .
PUBLIC OFFERING
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General. Units are offered at the Public Offering Price. The Public Offering
Price is based on the aggregate underlying value of the Securities in the
Trust's portfolio, the initial sales charge described below, and cash, if any,
in the Income and Capital Accounts held or owned by the Trust. The initial
sales charge is equal to the difference between the maximum total sales charge
for the Trust of 4.0% of the Public Offering Price and the maximum deferred
sales charge for the Trust ($0.20 per Unit). The monthly deferred sales charge
($0.0333 per Unit) will begin accruing on a daily basis on August 26, 1997 and
will continue to accrue through February 25, 1998. The monthly deferred sales
charge will be charged to the Trust, in arrears, commencing September 26, 1997
and will be charged on the 26th day of each month thereafter through February
26, 1998. If any deferred sales charge payment date is not a business day, the
payment will be charged to the Trust on the next business day. Unitholders
will be assessed only that portion of the deferred sales charge accrued from
the time they became Unitholders of record. Units purchased subsequent to the
initial deferred sales charge payment will be subject to only that portion of
the deferred sales charge payments not yet collected. This deferred sales
charge will be paid from funds in the Capital Account, if sufficient, or from
the periodic sale of Securities. The total maximum sales charge assessed to
Unitholders on a per Unit basis will be 4.0% of the Public Offering Price
(4.167% of the aggregate value of the Securities in the Trust less the
deferred sales charge). The sales charge for secondary market transactions is
described under "Offering Price" below. The underlying value of the
Securities includes that aggregate value of the Foreign Securities computed on
the basis of the offering side value of the related currency exchange rate
expressed in U.S. dollars at the Evaluation Time during the initial offering
period and on the bid side for secondary market transactions. The initial
sales charge applicable to quantity purchases is, during the initial offering
period, reduced on a graduated basis to any person acquiring 5,000 or more
Units as follows:
<TABLE>
<CAPTION>
Aggregate Number of Dollar Amount of Sales
Units Purchased * Charge Reduction Per Unit
- ---------------------- ---------------------------
<S> <C>
5,000-9,999 $0.03
10,000-24,999 $0.05
25,000-49,999 $0.10
50,000-99,999 $0.15
100,000 or more $0.20
_______________
*The breakpoint sales charges are also applied on a dollar basis
utilizing a breakpoint equivalent in the above table of $10 per Unit and will be
applied on whichever basis is more favorable to the investor. The breakpoints will
be adjusted to take into consideration purchase orders stated in dollars which
cannot be completely fulfilled due to the Trust's requirement that only whole
Units be issued.
</TABLE>
The sales charge reduction will primarily be the responsibility of the selling
broker, dealer or agent. This reduced sales charge structure will apply on all
purchases by the same person from any one dealer of units of Van Kampen
American Capital-sponsored unit investment trusts which are being offered in
the initial offering period (a) on any one day (the "Initial Purchase
Date" ) or (b) on any day subsequent to the Initial Purchase Date if (1)
the units purchased are of a unit investment trust purchased on the Initial
Purchase Date, and (2) the person purchasing the units purchased a sufficient
amount of units on the Initial Purchase Date to qualify for a reduced sales
charge on such date. In the event units of more than one trust are purchased
on the Initial Purchase Date, the aggregate dollar amount of such purchases
will be used to determine whether purchasers are eligible for a reduced sales
charge. Such aggregate dollar amount will be divided by the public offering
price per unit (on the day preceding the date of purchase) of each respective
trust purchased to determine the total number of units which such amount could
have purchased of each individual trust. Purchasers must then consult the
applicable trust's prospectus to determine whether the total number of units
which could have been purchased of a specific trust would have qualified for a
reduced sales charge and, if so qualified, the amount of such reduction.
Assuming a purchaser qualifies for a sales charge reduction or reductions, to
determine the applicable sales charge reduction or reductions it is necessary
to accumulate all purchases made on the Initial Purchase Date and all
purchases made in accordance with (b) above. Units purchased in the name of
the spouse of a purchaser or in the name of a child of such purchaser ("
immediate family members" ) will be deemed for the purposes of calculating
the applicable sales charge to be additional purchases by the purchaser. The
reduced sales charges will also be applicable to a trustee or other fiduciary
purchasing securities for one or more trust estate or fiduciary accounts.
During the initial offering period of the Trust, unitholders of any Van Kampen
American Capital-sponsored unit investment trust may utilize their redemption
or termination proceeds to purchase Units of this Trust subject only to the
deferred sales charge described herein.
Employees, officers and directors (including their spouses, children,
grandchildren, parents, grandparents, siblings, mothers-in-law,
fathers-in-law, sons-in-law and daughters-in-law, and trustees, custodians or
fiduciaries for the benefit of such persons) of Van Kampen American Capital
Distributors, In. and its affiliates, dealers and their affiliates and vendors
providing services to the Sponsor will be able to purchase Units at the Public
Offering Price, less the applicable dealer concession.
Units may be purchased in the primary or secondary market at the Public
Offering Price (for purchases which do not qualify for a sales charge
reduction for quantity purchases) less the concession the Sponsor typically
allows to brokers and dealers for purchases (see "Public Offering--Unit
Distribution" ) by (1) investors who purchase Units through registered
investment advisers, certified financial planners and registered
broker-dealers who in each case either charge periodic fees for financial
planning, investment advisory or asset management service, or provide such
services in connection with the establishment of an investment account for
which a comprehensive "wrap fee" charge is imposed, (2) bank trust
departments investing funds over which they exercise exclusive discretionary
investment authority and that are held in a fiduciary, agency, custodial or
similar capacity, (3) any person who for at least 90 days, has been an
officer, director or bona fide employee of any firm offering Units for sale to
investors or their immediate family members (as described above) and (4)
officers and directors of bank holding companies that make Units available
directly or through subsidiaries or bank affiliates. Notwithstanding anything
to the contrary in this Prospectus, such investors, bank trust departments,
firm employees and bank holding company officers and directors who purchase
Units through this program will not receive sales charge reductions for
quantity purchases.
Offering Price. The Public Offering Price of the Units will vary from the
amounts stated under "Summary of Essential Financial Information" in
accordance with fluctuations in the prices of the underlying Securities in the
Trust. The Public Offering Price per Unit is based on the aggregate value of
the Foreign Securities computed on the basis of the offering side or bid side
value of the related currency exchange rate expressed in U.S. dollars during
the initial offering period or secondary market.
As indicated above, the price of the Units was established by adding to the
determination of the aggregate underlying value of the Securities an amount
equal to the difference between the maximum total sales charge of 4.0% of the
Public Offering Price and the maximum deferred sales charge ($0.20 per Unit)
and dividing the sum so obtained by the number of Units outstanding. The
Public Offering Price shall also include the proportionate share of any cash
held in the Capital Account. This computation produced a gross underwriting
profit equal to 4.0% of the Public Offering Price. Such price determination as
of the close of business on the day before the Initial Date of Deposit was
made on the basis of an evaluation of the Securities in the Trust prepared by
Interactive Data Corporation, a firm regularly engaged in the business of
evaluating, quoting or appraising comparable securities. After the close of
business on the day before the Initial Date of Deposit, the Evaluator will
appraise or cause to be appraised daily (except as stated below) the value of
the underlying Securities as of the Evaluation Time on days the New York Stock
Exchange is open and will adjust the Public Offering Price of the Units
commensurate with such valuation. Such Public Offering Price will be effective
for all orders received prior to the Evaluation Time on each such day. Orders
received by the Trustee or Sponsor for purchases, sales or redemptions after
that time, or on a day when the New York Stock Exchange is closed, will be
held until the next determination of price. No evaluation shall be made on any
date on which Securities representing greater than 33% of the aggregate value
of the Trust are not traded on the principal trading exchange for such
Securities due to a customary business holiday on such exchange. Accordingly,
purchases or redemptions of Units on such a day will be based on the next
determination of price of the Securities (and the price of such Units would be
the next computed price). Unitholders who purchase Units subsequent to the
Initial Date of Deposit will pay an initial sales charge equal to the
difference between the maximum total sales charge for the Trust of 4.0% of the
Public Offering Price and the maximum deferred sales charge for the Trust
($0.20 per Unit) and will be assessed a deferred sales charge of $0.0333 per
Unit on each of the remaining deferred sales charge payment dates as set forth
in "Public Offering--General" . The Sponsor currently does not intend
to maintain a secondary market after August 25, 1999. Commencing on February
26, 1998, the secondary market sales charge will not include deferred payments
but will instead include only a one-time initial sales charge of 3.5% of the
Public Offering Price and will be reduced by .5 of 1% on each subsequent
February 25, to a minimum sales charge of 3.0%.
The value of the Equity Securities during the initial offering period is
determined on each business day by the Evaluator in the following manner: if
the Equity Securities are listed on a national or foreign securities exchange
this evaluation is generally based on the closing sale prices on that exchange
(unless it is determined that these prices are inappropriate as a basis for
valuation) or, if there is no closing sale price on that exchange, at the
closing ask prices. The evaluation of a Security traded on a foreign
securities exchange will take into consideration any event or announcement
occurring after the close of the related foreign securities exchange and prior
to the Evaluation Time which could have a material affect on the value of such
Security. If the Equity Securities are not listed on a national or foreign
securities exchange or, if so listed and the principal market therefor is
other than on the exchange, the evaluation shall generally be based on the
current ask price on the over-the-counter market (unless it is determined that
these prices are inappropriate as a basis for evaluation). If current ask
prices are unavailable, the evaluation is generally determined (a) on the
basis of current ask prices for comparable securities, (b) by appraising the
value of the Equity Securities on the ask side of the market or (c) by any
combination of the above. The aggregate underlying value of the Securities
during the initial offering period includes the aggregate value of the Foreign
Securities computed on the basis of the offering side value of the related
currency exchange rate expressed in U.S. dollars as of the Evaluation Time.
In offering the Units to the public, neither the Sponsor nor any
broker-dealers are recommending any of the individual Securities in the Trust
but rather the entire pool of Securities, taken as a whole, which are
represented by the Units.
Unit Distribution. During the initial offering period, Units will be
distributed to the public by the Sponsor, broker-dealers and others at the
Public Offering Price. Upon the completion of the initial offering period,
Units repurchased in the secondary market, if any, may be offered by this
Prospectus at the secondary market Public Offering Price in the manner
described above. Any quantity discount provided to investors will be borne by
the selling dealer or agent as indicated under "General" above.
The Sponsor intends to qualify the Units for sale in a number of states.
Broker-dealers or others will be allowed a concession or agency commission in
connection with the distribution of Units on the Initial Date of Deposit of
3.10%. After the Initial Date of Deposit, broker-dealers or others will be
allowed a concession or agency commission in connection with the distribution
of Units during the initial offering period of 2.80% per Unit; volume
concessions or agency commissions of an additional .20% of the Public Offering
Price will be given to any broker/dealer or bank, who purchases from the
Sponsor at least $100,000 (or 10,000 Units) on the Initial Date of Deposit or
$250,000 (or 25,000 Units) on any day thereafter. In addition, broker-dealers
or others (each "a distributor" ) who distribute 500,000 - 999,999
Units during the initial offering period will receive additional compensation
from the Sponsor, after the close of the initial offering period, of $0.005
for each Unit it distributes; or each distributor who distributes 1,000,000 -
1,999,999 Units during the initial offering period will receive additional
compensation from the Sponsor of $0.01 for each Unit it distributes; or each
distributor who distributes 2,000,000 - 2,999,999 Units during the initial
offering period will receive additional compensation of $0.015 for each Unit
it distributes; or each distributor who distributes 3,000,000 or more Units
during the initial offering period will receive additional compensation of
$0.02 for each Unit it distributes. However, for transactions involving
unitholders of any Van Kampen American Capital-sponsored unit investment trust
who purchase Units during the initial offering period with redemption or
termination proceeds from such trust, the concession or agency commission will
be 1% per Unit. For secondary market transactions, the concession or agency
commission will amount to 70% of the sales charge applicable to the
transaction. The breakpoints described above are also applied on a dollar
basis utilizing a breakpoint equivalent of $10 per Unit and will be applied on
whichever basis is more favorable to the broker, dealer or agent. The
breakpoints will be adjusted to take into consideration purchase orders stated
in dollars which cannot be completely fulfilled due to the Trust's requirement
that only whole Units be issued.
Certain commercial banks are making Units of the Trust available to their
customers on an agency basis. A portion of the sales charge (equal to the
agency commission referred to above) is retained by or remitted to the banks.
Under the Glass-Steagall Act, banks are prohibited from underwriting Trust
Units; however, the Glass-Steagall Act does permit certain agency transactions
and the banking regulators have not indicated that these particular agency
transactions are not permitted under such Act. In addition, state securities
laws on this issue may differ from the interpretations of federal law
expressed herein and banks and financial institutions may be required to
register as dealers pursuant to state law.
To facilitate the handling of transactions, sales of Units shall normally be
limited to transactions involving a minimum of 100 Units except as stated
herein. In connection with fully disclosed transactions with the Sponsor, the
minimum purchase requirement will be that number of Units set forth in the
contract between the Sponsor and the related broker or agent. The Sponsor
reserves the right to reject, in whole or in part, any order for the purchase
of Units and to change the amount of the concession or agency commission to
dealers and others from time to time.
Sponsor Compensation. The Sponsor will receive a gross sales commission equal
to 4.0% of the Public Offering Price of the Units (equivalent to 4.167% of the
aggregate value of Securities less the deferred sales charge), less any
reduced sales charge for quantity purchases (as described under "
General" above). Any quantity discount provided to investors will be borne
by the selling broker, dealer or agent as indicated under "General"
above.
In addition, the Sponsor will realize a profit or will sustain a loss, as the
case may be, as a result of the difference between the price paid for the
Securities by the Sponsor and the cost of such Securities to the Trust on the
Initial Date of Deposit as well as on subsequent deposits. See "Notes to
Portfolio." The Sponsor has not participated as sole underwriter or as
manager or as a member of the underwriting syndicates or as an agent in a
private placement for any of the Securities in the Trust portfolio. The
Sponsor may further realize additional profit or loss during the initial
offering period as a result of the possible fluctuations in the market value
of the Securities in the Trust after a date of deposit, since all proceeds
received from purchasers of Units (excluding dealer concessions and agency
commissions allowed, if any) will be retained by the Sponsor.
Broker-dealers of the Trust, banks and/or others may be eligible to
participate in a program in which such firms receive from the Sponsor a
nominal award for each of their representatives who have sold a minimum number
of units of unit investment trusts created by the Sponsor during a specified
time period. In addition, at various times the Sponsor may implement other
programs under which the sales forces of brokers, dealers, banks and/or others
may be eligible to win other nominal awards for certain sales efforts, or
under which the Sponsor will reallow to such brokers, dealers, banks and/or
others that sponsor sales contests or recognition programs conforming to
criteria established by the Sponsor, or participate in sales programs
sponsored by the Sponsor, an amount not exceeding the total applicable sales
charges on the sales generated by such persons at the public offering price
during such programs. Also, the Sponsor in its discretion may from time to
time pursuant to objective criteria established by the Sponsor pay fees to
qualifying entities for certain services or activities which are primarily
intended to result in sales of Units of the Trust. Such payments are made by
the Sponsor out of its own assets, and not out of the assets of the Trust.
These programs will not change the price Unitholders pay for their Units or
the amount that the Trust will receive from the Units sold.
A person will become the owner of Units on the date of settlement provided
payment has been received. Cash, if any, made available to the Sponsor prior
to the date of settlement for the purchase of Units may be used in the
Sponsor's business and may be deemed to be a benefit to the Sponsor, subject
to the limitations of the Securities Exchange Act of 1934.
As stated under "Public Market" below, the Sponsor intends to maintain
a secondary market for Units of the Trust for the period indicated. In so
maintaining a market, the Sponsor will also realize profits or sustain losses
in the amount of any difference between the price at which Units are purchased
and the price at which Units are resold (which price includes the applicable
sales charge). In addition, the Sponsor will also realize profits or sustain
losses resulting from a redemption of such repurchased Units at a price above
or below the purchase price for such Units, respectively.
Public Market. Although it is not obligated to do so, the Sponsor intends to
maintain a market for the Units offered hereby and offer continuously to
purchase Units at prices, subject to change at any time, based upon the
aggregate underlying value of the Equity Securities in the Trust (computed as
indicated under "Offering Price" above and "Rights of
Unitholders--Redemption of Units" ). If the supply of Units exceeds demand
or if some other business reason warrants it, the Sponsor may either
discontinue all purchases of Units or discontinue purchases of Units at such
prices. It is the current intention of the Sponsor to maintain a market for
Units through August 25, 1999 only. In the event that a market is not
maintained for the Units and the Unitholder cannot find another purchaser, a
Unitholder desiring to dispose of his Units may be able to dispose of such
Units only by tendering them to the Trustee for redemption at the Redemption
Price. See "Rights of Unitholders--Redemption of Units." A Unitholder
who wishes to dispose of his Units should inquire of his broker as to current
market prices in order to determine whether there is in existence any price in
excess of the Redemption Price and, if so, the amount thereof. Units sold
prior to such time as the entire deferred sales charge on such Units has been
collected will be assessed the amount of the remaining deferred sales charge
at the time of sale.
Tax-Sheltered Retirement Plans. Units of the Trust are available for purchase
in connection with certain types of tax-sheltered retirement plans, including
Individual Retirement Accounts for individuals, Simplified Employee Pension
Plans for employees, qualified plans for self-employed individuals, and
qualified corporate pension and profit sharing plans for employees. The
purchase of Units of the Trust may be limited by the plans' provisions and
does not itself establish such plans.
RIGHTS OF UNITHOLDERS
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Certificates. The Trustee is authorized to treat as the record owner of Units
that person who is registered as such owner on the books of the Trustee.
Ownership of Units of the Trust will be evidenced by certificates unless a
Unitholder or the Unitholder's registered broker-dealer makes a written
request to the Trustee that ownership be in book entry form. Units are
transferable by making a written request to the Trustee and, in the case of
Units evidenced by a certificate, by presentation and surrender of such
certificate to the Trustee properly endorsed or accompanied by a written
instrument or instruments of transfer. A Unitholder must sign such written
request, and such certificate or transfer instrument, exactly as his name
appears on the records of the Trustee and on the face of any certificate
representing the Units to be transferred with the signature guaranteed by a
participant in the Securities Transfer Agents Medallion Program ("
STAMP" ) or such other signature guarantee program in addition to, or in
substitution for, STAMP as may be accepted by the Trustee. In certain
instances the Trustee may require additional documents such as, but not
limited to, trust instruments, certificates of death, appointments as executor
or administrator or certificates of corporate authority. Certificates will be
issued in denominations of one Unit or any whole multiple thereof.
Although no such charge is now made or contemplated, the Trustee may require a
Unitholder to pay a reasonable fee for each certificate reissued or
transferred and to pay any governmental charge that may be imposed in
connection with each such transfer or interchange. Destroyed, stolen,
mutilated or lost certificates will be replaced upon delivery to the Trustee
of satisfactory indemnity, evidence of ownership and payment of expenses
incurred. Mutilated certificates must be surrendered to the Trustee for
replacement.
Distributions of Income and Capital. Any dividends received by the Trust with
respect to the Equity Securities therein are credited by the Trustee to the
Income Account. Other receipts (e.g., capital gains, proceeds from the sale of
Securities, etc.) are credited to the Capital Account of the Trust. Proceeds
from the sale of Securities to meet redemptions of Units shall be segregated
within the Capital Account from proceeds from the sale of Securities made to
satisfy the fees, expenses and charges of the Trust. Amounts to be credited to
such Accounts are first converted into U.S. dollars at the applicable exchange
rate.
The Trustee will distribute any income received with respect to any of the
Securities in the Trust on or about the Income Distribution Dates to
Unitholders of record on the preceding Income Record Dates. See "Summary
of Essential Financial Information." Proceeds received on the sale of any
Securities in the Trust, to the extent not used to meet redemptions of Units,
pay the deferred sales charge or pay fees and expenses, will be distributed
annually on the Capital Account Distribution Date to Unitholders of record on
the preceding Capital Account Record Date. Proceeds received from the
disposition of any of the Securities after a record date and prior to the
following distribution date will be held in the Capital Account and not
distributed until the next distribution date applicable to such Capital
Account. The Trustee is not required to pay interest on funds held in the
Capital or Income Accounts (but may itself earn interest thereon and therefore
benefits from the use of such funds).
The distribution to Unitholders as of each record date will be made on the
following distribution date or shortly thereafter and shall consist of each
Unitholder's pro rata share of the cash in the Income Account. Because
dividends are not received by the Trust at a constant rate throughout the
year, such distributions to Unitholders are expected to fluctuate from
distribution to distribution. Persons who purchase Units will commence
receiving distributions only after such person becomes a record owner.
Notification to the Trustee of the transfer of Units is the responsibility of
the purchaser, but in the normal course of business such notice is provided by
the selling broker-dealer.
At the end of the initial offering period and as of the tenth day of each
month thereafter, the Trustee will deduct from the Capital Account amounts
necessary to pay the expenses of the Trust (as determined on the basis set
forth under "Trust Operating Expenses" ). The Trustee also may withdraw
from the Income and Capital Accounts such amounts, if any, as it deems
necessary to establish a reserve for any governmental charges payable out of
the Trust. Amounts so withdrawn shall not be considered a part of the Trust's
assets until such time as the Trustee shall return all or any part of such
amounts to the appropriate accounts. In addition, the Trustee may withdraw
from the Income and Capital Accounts such amounts as may be necessary to cover
redemptions of Units.
It is anticipated that the deferred sales charge will be collected from the
Capital Account. To the extent that amounts in the Capital Account are
insufficient to satisfy the then current deferred sales charge obligation,
Equity Securities will be sold to meet such shortfall. Distributions of
amounts necessary to pay the deferred portion of the sales charge will be made
to an account maintained by the Trustee for purposes of satisfying
Unitholders' deferred sales charge obligations.
Reinvestment Option. Unitholders of the Trust may elect to have each
distribution of income, capital gains and/or capital on their Units
automatically reinvested in additional Units of the Trust subject to the
remaining deferred sales charge payments due on Units, if any (to the extent
Units may be lawfully offered for sale in the state in which the Unitholder
resides). To participate in the reinvestment plan, a Unitholder may either
contact his or her broker or agent or file with the Trustee a written notice
of election at least ten days prior to the Record Date for which the first
distribution is to apply. A Unitholder's election to participate in the
reinvestment plan will apply to all Units of the Trust owned by such
Unitholder and such election will remain in effect until changed by the
Unitholder.
Reinvestment plan distributions may be reinvested in Units already held in
inventory by the Sponsor (see "Public Offering--Public Market" ) or,
until such time as additional Units cease to be issued by the Trust (see "
The Trust" ), distributions may be reinvested in such additional Units. If
Units are unavailable in the secondary market, distributions which would
otherwise have been reinvested shall be paid in cash to the Unitholder on the
applicable Distribution Date.
Purchases of additional Units made pursuant to the reinvestment plan will be
made subject to any remaining deferred sales charge based on the net asset
value for Units of the Trust as of the Evaluation Time on the related
Distribution Dates. Under the reinvestment plan, the Trust will pay the
Unitholder's distributions to the Trustee which in turn will purchase for such
Unitholder full and fractional Units of the Trust and will send such
Unitholder a statement reflecting the reinvestment.
Unitholders may also elect to have each distribution of income, capital gains
and/or capital on their Units automatically reinvested in shares of any Van
Kampen American Capital mutual funds (except for B shares) which are
registered in the Unitholder's state of residence. Such mutual funds are
hereinafter collectively referred to as the "Reinvestment Funds" .
Each Reinvestment Fund has investment objectives which differ in certain
respects from those of the Trust. The prospectus relating to each Reinvestment
Fund describes the investment policies of such fund and sets forth the
procedures to follow to commence reinvestment. A Unitholder may obtain a
prospectus for the respective Reinvestment Funds from Van Kampen American
Capital Distributors, Inc. at One Parkview Plaza, Oakbrook Terrace, Illinois
60181. Texas residents who desire to reinvest may request that a broker-dealer
registered in Texas send the prospectus relating to the respective fund.
After becoming a participant in a reinvestment plan, each distribution of
income, capital gains and/or capital on the participant's Units will, on the
applicable distribution date, automatically be applied, as directed by such
person, as of such distribution date by the Trustee to purchase shares (or
fractions thereof) of the applicable Reinvestment Fund at a net asset value as
computed as of the close of trading on the New York Stock Exchange on such
date. Unitholders with an existing Guaranteed Reinvestment Option (GRO)
Program account (whereby a sales charge is imposed on distribution
reinvestments) may transfer their existing account into a new GRO account
which allows purchases of Reinvestment Fund shares at net asset value as
described above. Confirmations of all reinvestments by a Unitholder into a
Reinvestment Fund will be mailed to the Unitholder by such Reinvestment Fund.
A participant may at any time prior to five days preceding the next succeeding
distribution date, by so notifying the Trustee in writing, elect to terminate
his or her reinvestment plan and receive future distributions on his or her
Units in cash. There will be no charge or other penalty for such termination.
The Sponsor, each Reinvestment Fund, and its investment adviser shall have the
right to suspend or terminate the reinvestment plan at any time.
Reports Provided. The Trustee shall furnish Unitholders in connection with
each distribution a statement of the amount of income and the amount of other
receipts (received since the preceding distribution), if any, being
distributed, expressed in each case as a dollar amount representing the pro
rata share of each Unit outstanding. For as long as the Sponsor deems it to be
in the best interest of the Unitholders, the accounts of the Trust shall be
audited, not less frequently than annually, by independent certified public
accountants, and the report of such accountants shall be furnished by the
Trustee to Unitholders upon request. Within a reasonable period of time after
the end of each calendar year, the Trustee shall furnish to each person who at
any time during the calendar year was a registered Unitholder a statement (i)
as to the Income Account: income received, deductions for applicable taxes and
for fees and expenses of the Trust, for redemptions of Units, if any, and the
balance remaining after such distributions and deductions, expressed in each
case both as a total dollar amount and as a dollar amount representing the pro
rata share of each Unit outstanding on the last business day of such calendar
year; (ii) as to the Capital Account: the dates of disposition of any
Securities and the net proceeds received therefrom, deductions for payment of
applicable taxes, fees and expenses of the Trust held for distribution to
Unitholders of record as of a date prior to the determination and the balance
remaining after such distributions and deductions expressed both as a total
dollar amount and as a dollar amount representing the pro rata share of each
Unit outstanding on the last business day of such calendar year; (iii) a list
of the Securities held and the number of Units outstanding on the last
business day of such calendar year; (iv) the Redemption Price per Unit based
upon the last computation thereof made during such calendar year; and (v)
amounts actually distributed during such calendar year from the Income and
Capital Accounts, separately stated, expressed as total dollar amounts.
In order to comply with federal and state tax reporting requirements,
Unitholders will be furnished, upon request to the Trustee, evaluations of the
Securities in the Trust furnished to it by the Evaluator.
Redemption of Units. A Unitholder may redeem all or a portion of his Units by
tender to the Trustee at its Unit Investment Trust Division, 101 Barclay
Street, 20th Floor, New York, New York 10286 and, in the case of Units
evidenced by a certificate, by tendering such certificate to the Trustee, duly
endorsed or accompanied by proper instruments of transfer with signature
guaranteed (or by providing satisfactory indemnity, as in connection with
lost, stolen or destroyed certificates) and by payment of applicable
governmental charges, if any. No redemption fee will be charged. On the third
business day following such tender, the Unitholder will receive in cash an
amount for each Unit equal to the Redemption Price per Unit next computed
after receipt by the Trustee of such tender of Units. The "date of
tender" is deemed to be the date of the next computation of the net asset
value per Unit after Units are received by the Trustee for redemption. No such
computation shall be made on any date on which Securities representing greater
than 33% of the aggregate value of the Trust are not traded on the principal
trading exchange for such Securities due to a customary business holiday on
such exchange. Accordingly, purchases or redemptions of Units on such a day
will be based on the next determination of price of the Securities (and the
price of such Units would be the next computed price). Foreign securities
exchanges are open for trading on certain days which are U.S. holidays on
which the Trust will not transact business. The Foreign Securities will
continue to trade on those days and thus the value of the Units may be
significantly affected on days when a Unitholder cannot sell or redeem Units.
The Trustee is empowered to sell Securities in order to make funds available
for redemption if funds are not otherwise available in the Capital and Income
Accounts to meet redemptions. The Securities to be sold will be selected by
the Trustee from those designated on a current list provided by the Supervisor
for this purpose. Units so redeemed shall be cancelled.
Unitholders tendering 1,000 Units or more for redemption may request from the
Trustee a distribution in kind ("In Kind Distribution" ) of an amount
and value of Securities per Unit (other than the Foreign Securities) equal to
the Redemption Price per Unit as determined as of the evaluation next
following the tender. An In Kind Distribution on redemption of Units will be
made by the Trustee through the distribution of each of the applicable
Securities in book-entry form to the account of the Unitholder's bank or
broker-dealer at Depository Trust Company. The tendering Unitholder will
receive his pro rata number of whole shares of each of the applicable
Securities and cash from the Capital Account equal to the pro rata portion of
the Foreign Securities and any fractional shares to which the tendering
Unitholder is entitled. In implementing these redemption procedures, the
Trustee shall make any adjustments necessary to reflect differences between
the Redemption Price of the Securities distributed in kind as of the date of
tender. If funds in the Capital Account are insufficient to cover the required
cash distribution to the tendering Unitholder, the Trustee may sell Securities
according to the criteria discussed above. For the tax consequences related to
an In Kind Distribution see "Federal Taxation."
To the extent that Securities are redeemed in kind or sold, the size of the
Trust will be, and the diversity of the Trust may be, reduced. Sales may be
required at a time when Securities would not otherwise be sold and may result
in lower prices than might otherwise be realized. The price received upon
redemption may be more or less than the amount paid by the Unitholder
depending on the value of the Securities in the portfolio at the time of
redemption.
The Redemption Price per Unit (as well as the secondary market Public Offering
Price) will be determined on the basis of the aggregate underlying value of
the Equity Securities in the Trust, plus or minus cash, if any, in the Income
and Capital Accounts. On the Initial Date of Deposit, the Public Offering
Price per Unit (which includes the sales charge) exceeded the values at which
Units could have been redeemed by the amounts shown under "Summary of
Essential Financial Information." While the Trustee has the power to
determine the Redemption Price per Unit when Units are tendered for
redemption, such authority has been delegated to the Evaluator which
determines the price per Unit on a daily basis. The Redemption Price per Unit
is the pro rata share of each Unit in the Trust determined on the basis of (i)
the cash on hand in the Trust, (ii) the value of the Securities in the Trust
and (iii) dividends receivable on the Equity Securities trading ex-dividend as
of the date of computation, less (a) amounts representing taxes or other
governmental charges payable out of the Trust and (b) the accrued sales
charges or expenses of the Trust. The Evaluator may determine the value of the
Equity Securities in the Trust in the following manner: if the Equity
Securities are listed on a national or foreign securities exchange this
evaluation is generally based on the closing sale prices on that exchange
(unless it is determined that these prices are inappropriate as a basis for
valuation) or, if there is no closing sale price on that exchange, at the
closing bid prices. If the Equity Securities are not so listed or, if so
listed and the principal market therefore is other than on the exchange, the
evaluation shall generally be based on the current bid price on the
over-the-counter market (unless these prices are inappropriate as a basis for
evaluation). If current bid prices are unavailable, the evaluation is
generally determined (a) on the basis of current bid prices for comparable
securities, (b) by appraising the value of the Equity Securities on the bid
side of the market or (c) by any combination of the above. For purposes of the
Redemption Price per Unit and secondary market transactions, the aggregate
value of the Securities includes the value of the Foreign Securities computed
on the basis of the bid side value of the related currency exchange rate
expressed in U.S. dollars as of the Evaluation Time.
The right of redemption may be suspended and payment postponed for any period
during which the New York Stock Exchange is closed, other than for customary
weekend and holiday closings, or any period during which the Securities and
Exchange Commission determines that trading on that Exchange is restricted or
an emergency exists, as a result of which disposal or evaluation of the
Securities in the Trust is not reasonably practicable, or for such other
periods as the Securities and Exchange Commission may by order permit.
TRUST ADMINISTRATION
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Sponsor Purchases of Units. The Trustee shall notify the Sponsor of any tender
of Units for redemption. If the Sponsor's bid in the secondary market at that
time equals or exceeds the Redemption Price per Unit, it may purchase such
Units by notifying the Trustee before the close of business on the next
succeeding business day and by making payment therefor to the Unitholder not
later than the day on which the Units would otherwise have been redeemed by
the Trustee. Units held by the Sponsor may be tendered to the Trustee for
redemption as any other Units.
The offering price of any Units acquired by the Sponsor will be in accord with
the Public Offering Price described in the then currently effective prospectus
describing such Units. Any profit resulting from the resale of such Units will
belong to the Sponsor which likewise will bear any loss resulting from a lower
offering or redemption price subsequent to its acquisition of such Units.
Portfolio Administration. The portfolio of the Trust is not "managed"
by the Sponsor, Supervisor or the Trustee; their activities described herein
are governed solely by the provisions of the Trust Agreement. Traditional
methods of investment management for a managed fund typically involve frequent
changes in a portfolio of securities on the basis of economic, financial and
market analyses. The Trust, however, will not be managed. The Trust Agreement,
however, provides that the Sponsor may (but need not) direct the Trustee to
dispose of an Equity Security in certain events such as the issuer having
defaulted on the payment on any of its outstanding obligations or the price of
an Equity Security has declined to such an extent or other such credit factors
exist so that in the opinion of the Sponsor, the retention of such Securities
would be detrimental to the Trust. Pursuant to the Trust Agreement and with
limited exceptions, the Trustee may sell any securities or other properties
acquired in exchange for Equity Securities such as those acquired in
connection with a merger or other transaction. If offered such new or
exchanged securities or property, the Trustee shall reject the offer. However,
in the event such securities or property are nonetheless acquired by the
Trust, they may be accepted for deposit in the Trust and either sold by the
Trustee or held in the Trust pursuant to the direction of the Sponsor (who may
rely on the advice of the Supervisor). Therefore, except as stated under "
Trust Portfolio" for failed securities and as provided in this paragraph,
the acquisition by the Trust of any securities other than the Securities is
prohibited. Proceeds from the sale of Securities (or any securities or other
property received by the Trust in exchange for Equity Securities) are credited
to the Capital Account for distribution to Unitholders, to meet redemptions or
to pay charges and expenses of the Trust.
As indicated under "Rights of Unitholders--Redemption of Units" above,
the Trustee may also sell Securities designated by the Supervisor, or if not
so directed, in its own discretion, for the purpose of redeeming Units of the
Trust tendered for redemption and the payment of expenses.
The Supervisor, in designating Equity Securities to be sold by the Trustee,
will generally make selections in order to maintain, to the extent
practicable, the proportionate relationship among the number of shares of
individual issues of Equity Securities. To the extent this is not practicable,
the composition and diversity of the Equity Securities may be altered. In
order to obtain the best price for the Trust, it may be necessary for the
Supervisor to specify minimum amounts (generally 100 shares) in which blocks
of Equity Securities are to be sold.
Amendment or Termination. The Trust Agreement may be amended by the Trustee
and the Sponsor without the consent of any of the Unitholders (1) to cure any
ambiguity or to correct or supplement any provision thereof which may be
defective or inconsistent, or (2) to make such other provisions as shall not
adversely affect the Unitholders (as determined in good faith by the Sponsor
and the Trustee), provided, however, that the Trust Agreement may not be
amended to increase the number of Units (except as provided in the Trust
Agreement). The Trust Agreement may also be amended in any respect by the
Trustee and Sponsor, or any of the provisions thereof may be waived, with the
consent of the holders of 51% of the Units then outstanding, provided that no
such amendment or waiver will reduce the interest in the Trust of any
Unitholder without the consent of such Unitholder or reduce the percentage of
Units required to consent to any such amendment or waiver without the consent
of all Unitholders. The Trustee shall advise the Unitholders of any amendment
promptly after execution thereof.
The Trust may be liquidated at any time by consent of Unitholders representing
66 2/3% of the Trust Units then outstanding or by the Trustee when the value
of the Trust, as shown by any evaluation, is less than that amount set forth
under Minimum Termination Value in "Summary of Essential Financial
Information." The Trust will be liquidated by the Trustee in the event
that a sufficient number of Units not yet sold are tendered for redemption by
the Sponsor 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 the Trust is liquidated because of the redemption of unsold Units
the Sponsor will refund to each purchaser of Units the entire sales charge
paid by such purchaser. The Trust Agreement will terminate upon the sale or
other disposition of the last Security held thereunder, but in no event will
it continue beyond the Mandatory Termination Date stated under "Summary of
Essential Financial Information."
Commencing on the Mandatory Termination Date, Equity Securities will begin to
be sold in connection with the termination of the Trust. The Sponsor will
determine the manner, timing and execution of the sales of the Equity
Securities. The Sponsor shall direct the liquidation of the Securities in such
manner as to effectuate orderly sales and a minimal market impact. In the
event the Sponsor does not so direct, the Securities shall be sold within a
reasonable period and in such manner as the Trustee, in its sole discretion,
shall determine. Written notice of any termination specifying the time or
times at which Unitholders may surrender their certificates for cancellation,
if any are then issued and outstanding, shall be given by the Trustee to each
Unitholder so holding a certificate at his address appearing on the
registration books of the Trust maintained by the Trustee. At least 30 days
before the Mandatory Termination Date the Trustee will provide written notice
thereof to all Unitholders and will include with such notice a form to enable
Unitholders owning 1,000 or more Units to request an In Kind Distribution of
Securities (other than the Foreign Securities) upon the termination of the
Trust. To be effective, this request must be returned to the Trustee at least
five business days prior to the Mandatory Termination Date. On the Mandatory
Termination Date (or on the next business day thereafter if a holiday) the
Trustee will deliver each requesting Unitholder's pro rata number of whole
shares of each of the applicable Securities in the portfolio to the account of
the broker-dealer or bank designated by the Unitholder at Depository Trust
Company. The value of the Unitholder's pro rata portion of the Foreign
Securities and any fractional shares of the Equity Securities will be paid in
cash. Unitholders with less than 1,000 Units and those not requesting an In
Kind Distribution will receive a cash distribution from the sale of the
remaining Equity Securities within a reasonable time following the Mandatory
Termination Date. Regardless of the distribution involved, the Trustee will
deduct from the funds of the Trust any accrued costs, expenses, advances or
indemnities provided by the Trust Agreement, including estimated compensation
of the Trustee, costs of liquidation and any amounts required as a reserve to
provide for payment of any applicable taxes or other governmental charges. Any
sale of Equity Securities in the Trust upon termination may result in a lower
amount than might otherwise be realized if such sale were not required at such
time. The Trustee will then distribute to each Unitholder his pro rata share
of the balance of the Income and Capital Accounts.
Within 60 days of the final distribution Unitholders will be furnished a final
distribution statement, in substantially the same form as the annual
distribution statement, of the amount distributable. At such time as the
Trustee in its sole discretion will determine that any amounts held in reserve
are no longer necessary, it will make distribution thereof to Unitholders in
the same manner.
Limitations on Liabilities. The Sponsor, the Evaluator, the Supervisor and the
Trustee shall be under no liability to Unitholders for taking any action or
for refraining from taking any action in good faith pursuant to the Trust
Agreement, or for errors in judgment, but shall be liable only for their own
willful misfeasance, bad faith or gross negligence (negligence in the case of
the Trustee) in the performance of their duties or by reason of their reckless
disregard of their obligations and duties hereunder. The Trustee shall not be
liable for depreciation or loss incurred by reason of the sale by the Trustee
of any of the Securities. In the event of the failure of the Sponsor to act
under the Trust Agreement, the Trustee may act thereunder and shall not be
liable for any action taken by it in good faith under the Trust Agreement.
The Trustee shall not be liable for any taxes or other governmental charges
imposed upon or in respect of the Securities or upon the interest thereon or
upon it as Trustee under the Trust Agreement or upon or in respect of the
Trust which the Trustee may be required to pay under any present or future law
of the United States of America or of any other taxing authority having
jurisdiction. In addition, the Trust Agreement contains other customary
provisions limiting the liability of the Trustee.
The Trustee, Sponsor, Supervisor and Unitholders may rely on any evaluation
furnished by the Evaluator and shall have no responsibility for the accuracy
thereof. Determinations by the Evaluator under the Trust Agreement shall be
made in good faith upon the basis of the best information available to it,
provided, however, that the Evaluator shall be under no liability to the
Trustee, Sponsor or Unitholders for errors in judgment. This provision shall
not protect the Evaluator in any case of willful misfeasance, bad faith, gross
negligence or reckless disregard of its obligations and duties.
Sponsor. Van Kampen American Capital Distributors, Inc., a Delaware
corporation, is the Sponsor of the Trust. The Sponsor is an indirect
subsidiary of VK/AC Holding, Inc. Prior to October 31, 1996, VK/AC Holding,
Inc. was controlled, through the ownership of a substantial majority of its
common stock, by The Clayton & Dubilier Private Equity IV Limited Partnership.
On October 31, 1996, VK/AC Holding, Inc. became a wholly owned indirect
subsidiary of Morgan Stanley Group Inc. pursuant to the closing of an
Agreement and Plan of Merger among Morgan Stanley Group Inc., MSAM Holdings
II, Inc. and MSAM Acquisition Inc., whereby MSAM Acquisition Inc. was merged
with and into VK/AC Holding, Inc. and VK/AC Holding, Inc. was the surviving
corporation (the "Acquisition" ).
As a result of the Acquisition, VK/AC Holding, Inc. became a wholly owned
subsidiary of MSAM Holdings II, Inc. which, in turn, is a wholly owned
subsidiary of Morgan Stanley Group Inc. Morgan Stanley Group Inc. and various
of its directly or indirectly owned subsidiaries, including Morgan Stanley
Asset Management Inc., an investment adviser ("MSAM" ), Morgan Stanley
& Co. Incorporated, a registered broker-dealer and investment adviser, and
Morgan Stanley International, are engaged in a wide range of financial
services. Their principal businesses include securities underwriting,
distribution and trading; merger, acquisition, restructuring and other
corporate finance advisory activities; merchant banking; stock brokerage and
research services; asset management; trading of futures, options, foreign
exchange commodities and swaps (involving foreign exchange, commodities,
indices and interest rates); real estate advice, financing and investing; and
global custody, securities clearance services and securities lending. As of
September 30, 1996, MSAM, together with its affiliated investment advisory
companies, had approximately $103.5 billion of assets under management and
fiduciary advice.
On February 5, 1997, Morgan Stanley Group Inc. and Dean Witter, Discover & Co.
announced that they had entered into an Agreement and Plan of Merger to form
Morgan Stanley, Dean Witter, Discover & Co. Subject to certain conditions
being met, it is currently anticipated that the transaction will close in
mid-1997. Thereafter, Van Kampen American Capital Distributors, Inc. will be
an indirect subsidiary of Morgan Stanley, Dean Witter, Discover & Co.
Dean Witter, Discover & Co. is a financial services company with three major
businesses: full service brokerage, credit services and asset management.
Van Kampen American Capital Distributors, Inc. specializes in the underwriting
and distribution of unit investment trusts and mutual funds with roots in
money management dating back to 1926. The Sponsor is a member of the National
Association of Securities Dealers, Inc. and has offices at One Parkview Plaza,
Oakbrook Terrace, Illinois 60181, (630) 684-6000 and 2800 Post Oak Boulevard,
Houston, Texas 77056, (713) 993-0500. It maintains a branch office in
Philadelphia and has regional representatives in Atlanta, Dallas, Los Angeles,
New York, San Francisco, Seattle and Tampa. As of November 30, 1996 the total
stockholders' equity of Van Kampen American Capital Distributors, Inc. was
$129,451,000 (unaudited). (This paragraph relates only to the Sponsor and not
to the Trust or to any other Series thereof. The information is included
herein only for the purpose of informing investors as to the financial
responsibility of the Sponsor and its ability to carry out its contractual
obligations. More detailed financial information will be made available by the
Sponsor upon request.)
If the Sponsor shall fail to perform any of its duties under the Trust
Agreement or become incapable of acting or shall become bankrupt or its
affairs are taken over by public authorities, then the Trustee may (i) appoint
a successor Sponsor at rates of compensation deemed by the Trustee to be
reasonable and not exceeding amounts prescribed by the Securities and Exchange
Commission, (ii) terminate the Trust Agreement and liquidate the Trust as
provided therein or (iii) continue to act as Trustee without terminating the
Trust Agreement.
Trustee. The Trustee is The Bank of New York, a trust company organized under
the laws of New York. The Bank of New York has its unit investment trust
division offices at 101 Barclay Street, New York, New York 10286 (800)
221-7668. The Bank of New York is subject to supervision and examination by
the Superintendent of Banks of the State of New York and the Board of
Governors of the Federal Reserve System, and its deposits are insured by the
Federal Deposit Insurance Corporation to the extent permitted by law.
The duties of the Trustee are primarily ministerial in nature. It did not
participate in the selection of Securities for the Trust portfolio.
In accordance with the Trust Agreement, the Trustee shall keep proper books of
record and account of all transactions at its office for the Trust. Such
records shall include the name and address of, and the number of Units of the
Trust held by, every Unitholder of the Fund. Such books and records shall be
open to inspection by any Unitholder at all reasonable times during the usual
business hours. The Trustee shall make such annual or other reports as may
from time to time be required under any applicable state or federal statute,
rule or regulation (see "Rights of Unitholders--Reports Provided" ).
The Trustee is required to keep a certified copy or duplicate original of the
Trust Agreement on file in its office available for inspection at all
reasonable times during the usual business hours by any Unitholder, together
with a current list of the Securities held in the Trust.
Under the Trust Agreement, the Trustee or any successor trustee may resign and
be discharged of its responsibilities created by the Trust Agreement by
executing an instrument in writing and filing the same with the Sponsor. The
Trustee or successor trustee must mail a copy of the notice of resignation to
all Unitholders then of record, not less than 60 days before the date
specified in such notice when such resignation is to take effect. The Sponsor
upon receiving notice of such resignation is obligated to appoint a successor
trustee promptly. If, upon such resignation, no successor trustee has been
appointed and has accepted the appointment within 30 days after notification,
the retiring Trustee may apply to a court of competent jurisdiction for the
appointment of a successor. The Sponsor may remove the Trustee and appoint a
successor trustee as provided in the Trust Agreement at any time with or
without cause. Notice of such removal and appointment shall be mailed to each
Unitholder by the Sponsor. Upon execution of a written acceptance of such
appointment by such successor trustee, all the rights, powers, duties and
obligations of the original trustee shall vest in the successor. The
resignation or removal of a Trustee becomes effective only when the successor
trustee accepts its appointment as such or when a court of competent
jurisdiction appoints a successor trustee.
Any corporation into which a Trustee may be merged or with which it may be
consolidated, or any corporation resulting from any merger or consolidation to
which a Trustee shall be a party, shall be the successor trustee. The Trustee
must be a banking corporation organized under the laws of the United States or
any state and having at all times an aggregate capital, surplus and undivided
profits of not less than $5,000,000.
OTHER MATTERS
- --------------------------------------------------------------------------
Legal Opinions. The legality of the Units offered hereby has been passed upon
by Chapman and Cutler, 111 West Monroe Street, Chicago, Illinois 60603, as
counsel for the Sponsor. Kroll & Tract LLP has acted as counsel for the
Trustee.
Independent Certified Public Accountants. The statement of condition and the
related securities portfolio at the Initial Date of Deposit included in this
Prospectus have been audited by Grant Thornton LLP, independent certified
public accountants, as set forth in their report in this Prospectus, and are
included herein in reliance upon the authority of said firm as experts in
accounting and auditing.
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors of Van Kampen American Capital Distributors, Inc. and
the Unitholders of Van Kampen American Capital Equity Opportunity Trust, Series
51 (Global Precious Metals Trust): We have audited the accompanying statement
of condition and the related portfolio of Van Kampen American Capital Equity
Opportunity Trust, Series 51 (Global Precious Metals Trust) as of February 25,
1997.
The statement of condition and portfolio are the responsibility of the Sponsor.
Our responsibility is to express an opinion on such financial statements based
on our audit. We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of an irrevocable letter of credit deposited
to purchase securities by correspondence with the Trustee. An audit also
includes assessing the accounting principles used and significant estimates
made by the Sponsor, as well as evaluating the overall financial statement
presentation. We believe our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Van Kampen American Capital
Equity Opportunity Trust, Series 51 (Global Precious Metals Trust) as of
February 25, 1997, in conformity with generally accepted accounting principles.
GRANT THORNTON LLP
Chicago, Illinois
February 25, 1997
<TABLE>
VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST,
SERIES 51
STATEMENT OF CONDITION
As of February 25, 1997
<CAPTION>
<S> <C>
Investment in Securities:
Contracts to purchase securities <F1>.......... $ 149,538
Organizational costs <F2>...................... 47,177
-----------
............................................... $ 196,715
===========
Liabilities and Interest of Unitholders:
Liabilities--..................................
Accrued organizational costs <F2>.............. $ 47,177
Deferred sales charge liability <F3>........... 3,000
Interest of Unitholders-- .....................
Cost to investors <F4>......................... 152,700
Less: Gross underwriting commission <F4><F5>... 6,162
-----------
Net interest to Unitholders <F4>............... 146,538
-----------
Total.......................................... $ 196,715
===========
- ----------
<FN>
<F1>The aggregate value of the Securities listed under "Portfolio" and
their cost to the Trust are the same. The value of the Securities is
determined by Interactive Data Corporation on the bases set forth under "
Public Offering--Offering Price" . The contracts to purchase Securities are
collateralized by an irrevocable letter of credit of $149,538 which has been
deposited with the Trustee.
<F2>The Trust will bear all or a portion of its organizational costs, which will
be deferred and amortized over the life of the Trust. Organizational costs
have been estimated based on a projected trust size of $20,000,000. To the
extent the Trust is larger or smaller, the estimate will vary.
<F3>Represents the amount of mandatory distributions from the Trust on the bases
set forth under "Public Offering" .
<F4>The aggregate public offering price and the aggregate sales charge of 4.0% are
computed on the bases set forth under "Public Offering--Offering Price"
and "Public Offering--Sponsor Compensation" and assume all single
transactions involve less than 5,000 Units. For single transactions involving
5,000 or more Units, the sales charge is reduced (see "Public
Offering--General" ) resulting in an equal reduction in both the Cost to
investors and the Gross underwriting commission while the Net interest to
Unitholders remains unchanged.
<F5>Assumes the maximum sales charge.
</TABLE>
<TABLE>
GLOBAL PRECIOUS METALS TRUST, SERIES 1
PORTFOLIO (VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST, SERIES 51)
as of the Initial Date of Deposit: February 25, 1997
<CAPTION>
Estimated
Annual Cost of
Number Market Value Dividends Securities
of Shares Name of Issuer<F1> per Share<F2> per Share<F2> to Trust<F2>
- ----------- ----------------------------------------------- ------------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
3 249 Arizona Star Resource Corporation $ 7.490 $ 0.00 $ 1,865.03
+ 194 Ashanti Goldfields Company, Ltd. 15.125 0.38 2,934.25
270 Barrick Gold Corporation 27.625 0.14 7,458.75
399 Battle Mountain Gold Company 7.375 0.05 2,942.63
3 1,055 Birim Goldfields, Inc. 1.322 0.00 1,394.48
467 Cambior, Inc. 15.750 0.10 7,355.25
+ 676 Driefontein Consolidated, Ltd. 11.250 0.38 7,605.00
3 233 Euro Nevada Mining Corporation 31.723 0.04** 7,391.39
3 1,253 Franc-Or Resources Corporation 1.212 0.00 1,518.17
307 Freeport-McMoRan Copper & Gold, Inc. 33.750 0.90 10,361.25
891 Glamis Gold, Ltd. 8.500 0.03** 7,573.50
149 Gold Reserve Corporation 11.250 0.00 1,676.25
3 1,470 Golden Knight Resources, Inc. 2.974 0.00 4,371.79
+ 618 Greenstone Resources, Ltd. 12.00 0.00 7,416.00
3 6,657 Kidston Gold Mines, Ltd. 1.089 0.00 7,248.25
2,520 La Teko Resources, Ltd. 1.875 0.00 4,725.00
3 1,838 Newcrest Mining, Ltd. 3.966 0.08** 7,290.25
160 Newmont Mining Corporation 46.625 0.48 7,460.00
3 306 Pangea Goldfields, Inc. 4.993 0.00 1,527.98
3 1,237 Prime Resource Group, Inc. 8.775 0.05** 10,854.86
3 680 Rio Narcea Gold Mines, Ltd. 4.333 0.00 2,946.10
3 891 Romarco Minerals, Inc. 3.304 0.00 2,944.26
3 2,075 St. Barbara Mines, Ltd. 0.708 0.00 1,468.54
423 Sante Fe Pacific Gold Corporation 17.500 0.05 7,402.50
3 3,015 TVI Pacific, Inc. 0.999 0.00 3,011.01
1,159 TVX Gold, Inc. 9.000 0.00 10,431.00
+ 948 Vaal Reefs Exploration & Mining Company Ltd. 7.813 0.44 7,406.25
3 1,744 Vengold, Inc. 1.696 0.00 2,958.32
--------- --------------
31,884 ............................................... $ 149,538.06
========= ==============
</TABLE>
NOTES TO PORTFOLIO
- --------------------------------------------------------------------------
(1) All of the Securities are represented by "regular way" contracts
for the performance of which an irrevocable letter of credit has been
deposited with the Trustee. At the Initial Date of Deposit, Securities may
have been delivered to the Sponsor pursuant to certain of these contracts; the
Sponsor has assigned to the Trustee all of its right, title and interest in
and to such Securities. Contracts to acquire Securities were entered into on
February 24, 1997 and have expected settle dates from February 27, 1997 to
March 4, 1997 (see "The Trust" ).
(2) The market value of each of the Securities is based on the closing sale
price of each listed Security on the applicable exchange, or if not so listed,
on the ask price on the day prior to the Initial Date of Deposit (converted
into U.S. dollars at the offer side of the exchange rate at the Evaluation
Time). Estimated annual dividends are based on annualizing the most recently
declared dividends or, with respect to the Foreign Securities, on the most
recent interim and final dividends declared (converted into U.S. dollars at
the offering side of the exchange rate at the Evaluation Time). The aggregate
value of the Securities on the day prior to the Initial Date of Deposit based
on the closing sale price of each listed Security, and on the bid price if not
so listed, and converted into U.S. dollars at the bid side of the related
exchange rate, if applicable, at the Evaluation Time (which is the basis on
which the Redemption Price per Unit will be determined) was $148,570. The ask
price of the applicable Securities and offer side exchange rates (the basis on
which the Public Offering Price per Unit will be determined during the initial
offering period) are greater than the bid side prices or exchange rates. Other
information regarding the Securities in the Trust, as of the Initial Date of
Deposit, is as follows:
<TABLE>
<CAPTION>
Profit Estimated
(Loss) to Annual
Cost to Sponsor Sponsor Dividends
<S> <C> <C>
$150,287 $(749) $1,470
</TABLE>
A security marked by "+" indicates an American or Global Depositary
Receipt.
A Security marked by "3"indicates an equity security listed on a
foreign securities exchange.
"**" Indicates that the dividends shown reflect the net amounts after
giving effect to foreign withholding taxes.
An affiliate of the Sponsor may have participated as issuer, sole underwriter,
managing underwriter or member of an underwriting syndicate in a public
offering of one or more of the stocks in the Trust. An affiliate of the
Sponsor may serve as a specialist in the stocks in the Trust on one or more
stock exchanges and may have a long or short position in any of these stocks
or in options on any of these stocks, and may be on the opposite side of
public orders executed on the floor of an exchange where such stocks are
listed. An officer, director or employee of the Sponsor or an affiliate may be
an officer or director of one or more of the issuers of the stocks in the
Trust. An affiliate of the Sponsor may trade for its own account as an odd-lot
dealer, market maker, block positioner and/or arbitrageur in any stocks or
options relating thereto. The Sponsor, its affiliates, directors, elected
officers and employee benefit programs may have either a long or short
position in any stock or option of the issuers.
No person is authorized to give any information or to make any representations
not contained in this Prospectus; and any information or representation not
contained herein must not be relied upon as having been authorized by the Fund
or the Sponsor. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy securities in any state to any person to whom
it is not lawful to make such offer in such state.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Title Page
<S> <C>
Summary of Essential Financial Information 3
Fee Table 5
The Trust 6
Objectives and Securities Selection 7
Trust Portfolio 9
Risk Factors 11
Federal Taxation 16
Trust Operating Expenses 20
Public Offering 22
Rights of Unitholders 27
Trust Administration 31
Other Matters 35
Report of Independent Certified Public Accountants 36
Statement of Condition 37
Portfolio 38
Notes to Portfolio 39
</TABLE>
This Prospectus contains information concerning the Fund and the Sponsor, but
does not contain all of the information set forth in the registration
statements and exhibits relating thereto, which the Fund has filed with the
Securities and Exchange Commission, Washington, D.C., under the Securities Act
of 1933 and the Investment Company Act of 1940, and to which reference is
hereby made.
PROSPECTUS
February 25, 1997
Van Kampen American Capital Equity Opportunity Trust, Series 51
Global Precious Metals Trust, Series 1
A Wealth of Knowledge A Knowledge of Wealth
VAN KAMPEN AMERICAN CAPITAL
One Parkview Plaza
Oakbrook Terrace, Illinois 60181
2800 Post Oak Boulevard
Houston, Texas 77056
Please retain this Prospectus for future reference.
