January 12, 1998
VAN KAMPEN AMERICAN CAPITAL
Strategic Ten Trust
United States Portfolio, January 1998 Series
Strategic Five Trust
United States Portfolio, January 1998 Series
Strategic Fifteen Trust
Global Portfolio, January 1998 Series
Strategic Thirty Trust
Global Portfolio, January 1998 Series
Strategic Picks Opportunity Trust
January 1998 Series
The Fund. Van Kampen American Capital Equity Opportunity Trust, Series 83 (the
"Fund" ) is comprised of the underlying separate unit investment trusts
set forth above (the "Trusts" ). The Trusts offer investors the
opportunity to purchase Units representing proportionate interests in a fixed,
diversified portfolio of actively traded equity securities, including common
stocks of foreign issuers. The Strategic Ten United States Trust consists of
common stocks of the ten companies in the Dow Jones Industrial Average (the
"DJIA" ) having the highest dividend yield as of the close of business
three business days prior to the Initial Date of Deposit. The Strategic Five
United States Trust consists of common stocks of the five companies with the
2nd through 6th lowest per share stock prices of the ten companies in the DJIA
having the highest dividend yield as of the close of business three business
days prior to the Initial Date of Deposit. The Strategic Thirty Global Trust
consists of thirty stocks which include the common stocks of the ten companies
having the highest dividend yield as of the close of business three business
days prior to the Initial Date of Deposit in each of the DJIA, the Financial
Times Industrial Ordinary Share Index (the "FT Index" ) and the Hang
Seng Index. The Strategic Fifteen Global Trust consists of fifteen common
stocks which include the five stocks in each of the DJIA, FT Index and Hang
Seng Index with the 2nd through 6th lowest per share stock prices of the ten
companies in each index having the highest dividend yield as of the close of
business three business days prior to the Initial Date of Deposit. The
Strategic Picks Trust consists of ten common stocks selected from a
pre-screened subset of the Morgan Stanley Capital International USA Index (the
"Strategic Picks Subset" ) with the highest dividend yields as of the
close of business three business days prior to the Initial Date of Deposit.
The Morgan Stanley Capital International USA Index (the "MSCI USA
Index" ) is the property of Morgan Stanley & Co. Morgan Stanley has granted
a license for use by the Trusts of the MSCI USA Index and related trademarks
and tradenames. The publishers of these indexes have not participated in any
way in the creation of the Trusts or in the selection of stocks included in
the Trusts and have not approved any information herein relating thereto. With
the exception of the MSCI USA Index, the publishers of these indexes have not
granted to the Fund or the Sponsor a license to use these indexes and are not
affiliated with the Sponsor. Unless terminated earlier, the Trusts will
terminate on the Mandatory Termination Date 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. Upon liquidation, Unitholders may choose
to reinvest their proceeds into a subsequent Series of each Trust, if
available, at a reduced sales charge, to receive a cash distribution, or
receive a pro rata distribution of the U.S.-traded Securities then included in
a Trust plus cash representing any foreign securities (if they own the
requisite number of Units).
An investment in Units will be automatically redeemed on the first Special
Redemption Date (approximately thirteen months from the Initial Date of
Deposit) unless the Unitholder elects in writing to hold Units through Trust
termination.
Unless otherwise indicated, all amounts herein are stated in U.S. dollars. In
the case of the securities traded on a foreign securities exchange, these
amounts are computed on the basis of the applicable exchange rate.
Units of the Trusts 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 NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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. However, that portion of
distributions not treated as United States source income will generally not be
subject to U.S. federal withholding tax. See "Taxation." Such
investors should consult their tax advisers regarding the imposition of U.S.
withholding on distributions.
Objective of the Fund. The objective of the Strategic Ten Trust is to provide
an above average total return through a combination of potential capital
appreciation and dividend income, consistent with the preservation of invested
capital, by investing in a portfolio of ten actively traded equity securities
having the highest dividend yield in the DJIA as of the close of business
three business days prior to the Initial Date of Deposit. The objective of the
Strategic Five Trust is to provide an above average total return through a
combination of potential capital appreciation and dividend income, consistent
with the preservation of invested capital, by investing in a portfolio of five
actively traded equity securities having the 2nd through 6th lowest per share
price of the ten companies in the DJIA having the highest dividend yield as of
the close of business three business days prior to the Initial Date of
Deposit. The objective of the Strategic Thirty Trust is to provide an above
average total return through a combination of potential capital appreciation
and dividend income, consistent with the preservation of invested capital, by
investing in a portfolio of the thirty actively traded equity securities
comprised of the ten stocks in each of the DJIA, FT Index and Hang Seng Index
having the highest dividend yield as of the close of business three business
days prior to the Initial Date of Deposit. The objective of the Strategic
Fifteen Trust is to provide an above average total return through a
combination of potential capital appreciation and dividend income, consistent
with the preservation of invested capital, by investing in a portfolio of
fifteen common stocks comprised of the five stocks in each of the DJIA, FT
Index and Hang Seng Index with the 2nd through 6th lowest per share stock
price of the ten companies in each index having the highest dividend yield as
of the close of business three business days prior to the Initial Date of
Deposit. The objective of the Strategic Picks Trust is to provide an above
average total return through a combination of potential capital appreciation
and dividend income, consistent with the preservation of invested capital, by
investing in a portfolio of ten actively traded equity securities having the
highest dividend yield in the Strategic Picks Subset as of the close of
business three business days prior to the Initial Date of Deposit. See "
Objectives and Securities Selection." Each Trust seeks to achieve better
performance than the related index for such Trust. There is, of course, no
guarantee that the objectives of the Trusts will be achieved.
Public Offering Price.The Public Offering Price of the Units of a Trust during
the initial offering period and for secondary market transactions after the
initial offering period includes the aggregate underlying value of the
Securities in such Trust's portfolio, an initial sales charge, and cash, if
any, in the Income and Capital Accounts held or owned by such Trust. The
initial sales charge is computed as described under "Public
Offering--General" . Unitholders will also be subject to a deferred sales
charge as described under "Public Offering--General" . In the case of
the Global Trusts, 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 value for
secondary market transactions. During the initial offering period, the sales
charge is reduced on a graduated scale for sales involving at least 5,000
Units of a Trust. If Units were available for purchase at the time stated in
the "Summary of Essential Financial Information" , the Public Offering
Price per Unit for each Trust would have been that amount set forth under "
Summary of Essential Financial Information" . Except as provided in "
Public Offering--Unit Distribution" , the minimum purchase is 100 Units.
See "Public Offering" .
Additional Deposits. The Sponsor may, from time to time after the Initial Date
of Deposit, deposit additional Securities in the Trusts as provided under "
The Fund" .
Dividend and Capital Distributions. Distributions of dividends and capital, if
any, received by a Trust will be reinvested into additional Units, if then
available, on the applicable Distribution Date to Unitholders of record of
such Trust on the record date as set forth in the "Summary of Essential
Financial Information" . Unitholders may also elect to receive cash
distributions as provided under "Rights of Unitholders--Reinvestment
Option." The estimated initial distribution for each Trust will be that
amount set forth under "Summary of Essential Financial
Information--Estimated Initial Distribution" and will be made on July 25,
1998 to Unitholders of record on July 10, 1998. Gross dividends received by a
Trust will be distributed to Unitholders. Expenses of a Trust will be paid
with proceeds from the sale of Securities. For the consequences of such sales,
see "Taxation" and "Risk Factors." Additionally, upon
surrender of Units for redemption or termination of a Trust, the Trustee will
distribute to each Unitholder his pro rata share of such Trust's assets, less
expenses, in the manner set forth under "Rights of
Unitholders--Distributions of Income and Capital" .
Secondary Market For Units. Although not obligated to do so, the Sponsor
currently intends to maintain a market for Units of the Trusts and offer to
repurchase such Units at prices which are based on the aggregate underlying
value of Equity Securities in the applicable Trust (generally determined by
the closing sale prices of the Securities) plus or minus cash, if any, in the
Capital and Income Accounts of such Trust. If a secondary market is not
maintained, a Unitholder may redeem Units at prices based upon the aggregate
underlying value of the Equity Securities in the applicable Trust plus or
minus a pro rata share of cash, if any, in the Capital and Income Accounts of
such Trust. See "Rights of Unitholders--Redemption of Units" . Units
sold or tendered for redemption 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 or redemption.
A Unitholder tendering 1,000 or more Units of a Trust for redemption may
request a distribution of shares of U.S.-traded Securities (reduced by
customary transfer and registration charges) plus cash representing any
foreign Securities. See "Rights of Unitholders--Redemption of Units" .
Termination. An investment in Units of a Trust will terminate approximately
thirteen months from the Initial Date of Deposit unless a Unitholder elects in
writing to remain invested in the Trust through the Mandatory Termination
Date. Approximately thirteen months after the Initial Date of Deposit,
Unitholders will be given the option to (i) have their Units redeemed and
reinvest the proceeds into a subsequent Series of the Trust, (ii) receive an
in-kind distribution of any U.S.-traded Securities in such Trust (if
applicable) or (iii) continue to hold the Units through the termination of the
Trust approximately two years following the Initial Date of Deposit. If a
Unitholder makes no election at the first Special Redemption Date, the
Unitholder's Units will be redeemed on such date and the Unitholder will
receive cash representing their pro rata portion of the Trust's assets. 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 any
U.S.-traded Securities in a Trust (if applicable), rather than to receive
payment in cash for such Unitholder's pro rata share of the amounts realized
upon the disposition of such U.S.-traded Securities. Unitholders will receive
cash representing any foreign Securities and fractional shares. Unitholders of
each of the Trusts may elect to become Rollover Unitholders as described in
"Special Redemption and Rollover in New Fund" below. Rollover
Unitholders will not receive the final liquidation distribution but will
receive units of a new Series of the Fund, if one is being offered.
Unitholders not electing the Rollover Option or a distribution of shares of
Securities will receive a cash distribution from the sale of the remaining
Securities within a reasonable time after the Trusts are terminated. See "
Fund 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 will initially have their distributions reinvested into additional
Units of the applicable Trust subject only to the remaining deferred sales
charge payments, if Units are available at the time of reinvestment, or, upon
request, either reinvested into an open-end management investment company as
described herein or distributed in cash. See "Rights of
Unitholders--Reinvestment Option" .
Special Redemption and Rollover in New Fund. The Sponsor currently anticipates
that a new series of the Fund will be created each month. Unitholders will
have the option of specifying by either Rollover Notification Date stated in
"Summary of Essential Financial Information" to have all of their
Units redeemed and the distributed Securities sold by the Trustee, in its
capacity as Distribution Agent, on the related Special Redemption Date.
(Unitholders so electing are referred to herein as "Rollover
Unitholders" .) The Distribution Agent will appoint the Sponsor as its
agent to determine the manner, timing and execution of sales of underlying
Securities. The proceeds of the redemption will then be invested in Units of
the current Series of the Fund (the "New Fund" ), if one is offered, at
a reduced sales charge. The Sponsor may, however, stop offering units of the
New Fund at any time in its sole discretion without regard to whether all the
proceeds to be invested have been invested. Cash which has not been invested
on behalf of the Rollover Unitholders in the New Fund will be distributed
shortly after the related Special Redemption Date. However, the Sponsor
anticipates that sufficient Units will be available, although moneys in this
Fund may not be fully invested on the next business day. The trusts included
in the New Fund are expected to contain portfolios selected in accordance with
the indexing strategies of the Trusts in the current Series of the Fund.
Rollover Unitholders will receive the amount of dividends in the applicable
Income Account of each Trust which will be included in the reinvestment in
units of the New Fund.
Risk Factors. An investment in the Fund should be made with an understanding
of the risks associated therewith, including the possible deterioration of
either the financial condition of the issuers or the general condition of the
stock market and currency fluctuations, the lack of adequate financial
information concerning an issuer and exchange control restrictions impacting
foreign issuers. An investment in the Strategic Five Trust may subject a
Unitholder to additional risk due to the relative lack of diversity in its
portfolio because the portfolio contains only five stocks. Accordingly, Units
of the Strategic Five Trust may be subject to greater market risk than other
trusts which contain a more diversified portfolio of securities. For certain
risk considerations related to the Trusts, see "Risk Factors" .
VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST, SERIES 83
Summary of Essential Financial Information
At the close of the relevant stock market on January 9, 1998
<TABLE>
<CAPTION>
<S> <C>
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
</TABLE>
<TABLE>
<CAPTION>
Strategic Strategic
Ten Five Strategic Strategic
United United Thirty Fifteen Strategic
States States Global Global Picks
GENERAL INFORMATION Trust Trust Trust Trust Trust
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Number of Units <F1>......................................... 14,791 14,718 29,015 14,486 14,797
Fractional Undivided Interest in the Trust per Unit <F1>..... 1/14,791 1/14,718 1/29,015 1/14,486 1/14,797
Public Offering Price:
Aggregate Value of Securities in Portfolio <F2>............. $ 146,423 $ 145,702 $ 287,245 $ 143,406 $ 146,484
Aggregate Value of Securities per Unit...................... $ 9.900 $ 9.900 $ 9.900 $ 9.900 $ 9.900
Sales Charge <F3>........................................... $ .275 $ .275 $ .275 $ .275 $ .275
Less Deferred Sales Charge per Unit......................... $ .175 $ .175 $ .175 $ .175 $ .175
Public Offering Price per Unit <F3><F4>..................... $ 10.000 $ 10.000 $ 10.000 $ 10.000 $ 10.000
Redemption Price per Unit <F5>............................... $ 9.725 $ 9.725 $ 9.700 $ 9.700 $ 9.725
Initial Secondary Market Repurchase Price per Unit <F5>...... $ 9.725 $ 9.725 $ 9.725 $ 9.725 $ 9.725
Excess of Public Offering Price per Unit over Redemption
Price per Unit............................................... $ .275 $ .275 $ .300 $ .300 $ .275
Estimated Initial Distribution............................... $ .14 $ .13 $ .29 $ .27 $ .13
Estimated Annual Dividends per Unit <F6>..................... $ .28455 $ .28060 $ .54657 $ .54031 $ .29533
Estimated Annual Organizational Expenses per Unit <F7>....... $ .01800 $ .01709 $ .13758 $ .13758 $ .06906
Supervisor's Annual Supervisory Fee ......................... Maximum of $.0025 per Unit
Evaluator's Annual Evaluation Fee............................ Maximum of $.0025 per Unit
January 9, 1999 and December
Rollover Notification Dates.................................. 11, 1999
February 9, 1999 and January
Special Redemption Dates..................................... 11, 2000
Mandatory Termination Date .................................. January 11, 2000
Each Trust may be terminated if the net asset value of such Trust is
less than $500,000 unless the net asset value of such Trust's
deposits has exceeded $15,000,000, then the Trust Agreement may be
terminated if the net asset value of the Trust is less than
Minimum Termination Value.................................... $3,000,000.
Trustee's Annual Fee and Miscellaneous Expense <F8>.......... $.0087 per Unit
Income and Capital Account Record Dates...................... July 10 and March 10
Income and Capital Account Distribution Dates................ July 25 and March 25
Evaluation Time.............................................. Close of the New York Stock Exchange .
- ----------
<FN>
<F1>As of the close of business on any day on which the Sponsor is the sole
Unitholder of a Trust, the number of Units of such Trust 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 accordingly from the amounts
indicated above.
<F2>Each Equity Security is valued at the closing sale price. The aggregate value
of Securities in each of the Global Trusts represents the U.S. dollar value
based on the offering side value of the currency exchange rates for the
related currency, at the applicable Evaluation Time on the date of this "
Summary of Essential Financial Information" .
<F3>The 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 first year sales charge for a Trust
(2.75% of the Public Offering Price) and the amount of the deferred sales
charge imposed prior to the first Special Redemption Date ($0.175 per Unit).
Unitholders will also be subject to a deferred sales charge during the first
year of the Trusts equal to $0.175 per Unit. Unitholders who elect to hold
Units after the first Special Redemption Date will be charged an additional
$0.15 per Unit deferred sales charge after such date. This additional deferred
sales charge will not be imposed on Unitholders who do not elect to hold Units
after such date. 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. Units purchased subsequent to the initial deferred
sales charge payment will be subject only to that 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. See the "Fee Table" below and "Public
Offering--General" .
<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. In the
case of the Global Trusts, 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.
<F5>The Redemption Price per Unit and the Initial Secondary Market Repurchase
Price per Unit are reduced by the unpaid portion of the deferred sales charge
imposed prior to the first Special Redemption Date. In the case of the Global
Trusts, 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 relevant
currency exchange rate expressed in U.S. dollars.
<F6>Estimated annual dividends are based on the most recently declared dividends
or, in the case of the foreign Securities in the Global Trusts, 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.
<F7>Each Trust (and therefore Unitholders of the respective Trust) 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 Trust portfolio and the initial fees and expenses of the
Trustee but not including the expenses incurred in the preparation and
printing of brochures and other advertising materials and any other selling
expenses) as is common for mutual funds. Total organizational expenses will be
amortized over one year. See "Fund Operating Expenses" and "
Statements of Condition" .
<F8>In connection with the Strategic Thirty and Strategic Fifteen Trusts the
Trustee will receive additional annual compensation, payable at the end of the
initial offering and in monthly installments thereafter, of $1.10 per $1,000
of market value of Equity Securities traded on the Hong Kong Stock Exchange
held in a sub-custodian account at month end.
</TABLE>
FEE TABLE
This Fee Table is intended to assist investors in understanding the costs and
expenses that an investor in a Trust will bear directly or indirectly. See
"Public Offering--General" and "Fund Operating Expenses" .
Although each Trust has a fixed term, and is a unit investment trust rather
than a mutual fund, this information is presented to permit a comparison of
fees. The fee tables below assume that the principal amount of and
distributions on an investment are redeemed at the first Special Redemption
Date. The examples below assume that the principal amount of and distributions
on an investment are rolled over each year into a new Series subject only to
the anticipated reduced sales charge applicable to Rollover Unitholders. See
"Right of Unitholders--Special Redemption and Rollover in New Fund."
Investors should note that while these examples are based on the public
offering price and the estimated fees for the current Trust series, the actual
public offering price and fees for any new Series created in the future
periods indicated could vary from those of the current Trust series.
<TABLE>
<CAPTION>
Strategic Strategic
Ten Five Strategic Strategic
United United Thirty Fifteen Strategic
States States Global Global Picks
Trust Trust Trust Trust Trust
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Unitholder Transaction Expenses (as a percentage of offering
price)
Initial Sales Charge Imposed on Purchase <F1>.................... 1.00% 1.00% 1.00% 1.00% 1.00%
Deferred Sales Charg <F2><F3>.................................... 1.75% 1.75% 1.75% 1.75% 1.75%
------------ ------------ ------------ ------------ ------------
Sales Charge <F3>................................................ 2.75% 2.75% 2.75% 2.75% 2.75%
============ ============ ============ ============ ============
Maximum Sales Charge Imposed on Reinvested Dividends <F3><F4>.... 1.75% 1.75% 1.75% 1.75% 1.75%
============ ============ ============ ============ ============
Estimated Annual Fund Operating Expenses (as a percentage of
aggregate value)
Trustee's Fee and Other Operating Expenses....................... 0.088% 0.088% 0.123% 0.123% 0.088%
Portfolio Supervision and Evaluation Fees........................ 0.051% 0.051% 0.051% 0.051% 0.051%
Organizational Costs............................................. 0.182% 0.173% 1.390% 1.390% 0.698%
------------ ------------ ------------ ------------ ------------
Total............................................................ 0.321% 0.312% 1.564% 1.564% 0.837%
============ ============ ============ ============ ============
</TABLE>
<TABLE>
An investor would pay the following expenses on a $1,000 investment,
assuming a 5% annual return and redemption at the end of each time period.
<CAPTION>
Strategic Strategic
Ten Five Strategic Strategic
United United Thirty Fifteen Strategic
Cumulative Expenses Paid for States States Global Global Picks
Period of: Trust Trust Trust Trust Trust
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
1 Year.........................$ 31$ 31$ 43$ 43$ 36
3 Years........................$ 74$ 74$ 110$ 110$ 89
5 Years........................ N/A N/A N/A N/A N/A
10 Years....................... N/A N/A N/A N/A N/A
</TABLE>
Example
The examples assume reinvestment of all dividends and distributions at the end
of each year and utilize a 5% annual rate of return as mandated by Securities
and Exchange Commission regulations applicable to mutual funds. For purposes
of the examples, 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 examples should not
be considered representations of past or future expenses or annual rate of
return; the actual expenses and annual rate of return may be more or less than
those assumed for purposes of the examples.
- ----------
The Initial Sales Charge is actually the difference between the Sales Charge
(2.75% of the Public Offering Price) and the Deferred Sales Charge ($.175 per
Unit) and would exceed 1.00%, if the Public Offering Price exceeds $10 per
Unit.
The actual deferred sales charge imposed during the Trust's first year is
$0.0175 per Unit per month, irrespective of purchase or redemption price,
deducted during the first year of the Trust. 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 1.75%; if Unit price is less than $10
per Unit, the deferred portion of the sales charge will exceed 1.75%. 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. Unitholders who do not elect to hold Units subsequent to the first
Special Redemption Date will be subject only to this deferred sales charge of
$0.175 per Unit imposed during the first year of the Trust.
In addition to the Deferred Sales Charge set forth above, Unitholders who
elect to hold Units subsequent to the first Special Redemption Date will be
subject to a deferred sales charge of $0.15 per Unit which will be imposed
after such date as described under "Public Offering--General" . This
would increase the total maximum sales charge for such Unitholders to 4.25% of
the Public Offering Price imposed over a two year period.
Reinvested dividends will be subject only to the deferred sales charge
remaining at the time of reinvestment. See "Rights of
Unitholders--Reinvestment Option" .
THE FUND
- --------------------------------------------------------------------------
Van Kampen American Capital Equity Opportunity Trust, Series 83 is comprised
of the following separate underlying unit investment trusts: Strategic Ten
Trust United States Portfolio, January 1998 Series (the "Strategic Ten
United States Trust" ), Strategic Five Trust United States Portfolio,
January 1998 Series (the "Strategic Five United States Trust" ),
Strategic Thirty Trust Global Portfolio, January 1998 Series (the "
Strategic Thirty Global Trust" ), Strategic Fifteen Trust Global Portfolio,
January 1998 Series (the "Strategic Fifteen Global Trust" ) and the
Strategic Picks Opportunity Trust, January 1998 Series (the "Strategic
Picks Trust" ). The Strategic Ten United States Trust is referred to herein
as the "Strategic Ten Trust," the Strategic Five United States Trust
is referred to herein as the "Strategic Five Trust," the Strategic
Thirty Global Trust is referred to herein as the "Strategic Thirty
Trust," and the Strategic Fifteen Global Trust is referred to herein as
the "Strategic Fifteen Trust." The Strategic Ten United States Trust,
Strategic Five United States Trust and Strategic Picks Opportunity Trust are
referred to herein as the "United States Trusts." The Strategic Thirty
Global Trust and Strategic Fifteen Global Trust are referred to herein as the
"Global Trusts."
The Fund was created under the laws of the State of New York pursuant to a
Trust Indenture and Trust Agreement (the "Trust Agreement" ), dated the
date of this Prospectus (the "Initial Date of Deposit" ), among Van
Kampen American Capital Distributors, Inc., as Sponsor, Van Kampen American
Capital Investment Advisory Corp., as Supervisor, The Bank of New York, as
Trustee, and American Portfolio Evaluation Services, a division of Van Kampen
American Capital Investment Advisory Corp., as Evaluator.
The Fund offers investors the opportunity to purchase Units representing
proportionate interests in portfolios of actively traded equity securities
which are components of the DJIA, the FT Index, the Hang Seng Index or the
MSCI USA Index. The Strategic Ten Trust consists of common stocks of the ten
companies in the DJIA having the highest dividend yield as of the close of
business three business days prior to the Initial Date of Deposit. The
Strategic Five Trust consists of common stocks of the five companies having
the 2nd through 6th lowest per share stock price of the ten companies in the
DJIA having the highest dividend yield as of the close of business three
business days prior to the Initial Date of Deposit. The Strategic Thirty Trust
consists of thirty stocks which include the common stocks of the ten companies
in each of the DJIA, FT Index and Hang Seng Index having the highest dividend
yield as of the close of business three business days prior to the Initial
Date of Deposit. The Strategic Fifteen Trust consists of fifteen common stocks
which include the five stocks in each of the DJIA, FT Index and Hang Seng
Index with the 2nd through 6th lowest per share stock price of the ten
companies in each index having the highest dividend yield as of the close of
business three business days prior to the Initial Date of Deposit. The
Strategic Picks Trust consists of ten common stocks selected from a
pre-screened subset of the Morgan Stanley Capital International USA Index with
the highest dividend yields as of the close of business three business days
prior to the Initial Date of Deposit.
These yields are historical and there is no assurance that any dividends will
be declared or paid in the future on the Securities in the Trusts. See "
Risk Factors" . As used herein the terms "Equity Securities" and
"Securities" mean the securities (including contracts to purchase such
securities) listed in "Portfolio" for each Trust and any additional
securities deposited into each Trust as provided herein. The publishers of the
indexes described herein have not participated in any way in the creation of
the Fund or in selection of the stocks included in the Trusts and have not
approved any information herein relating thereto. The Fund may be an
appropriate medium for investors who desire to participate in portfolios of
common stocks with greater diversification than they might be able to acquire
individually and who are seeking to achieve a better performance than the
related indexes. Unless terminated earlier, the Trusts will terminate on the
Mandatory Termination Date 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. Upon either Rollover Notification Date,
Unitholders may choose to reinvest their proceeds into a subsequent Series of
the Trusts, if available, at a reduced sales charge, to receive a pro rata
distribution of the U.S.-traded Securities then included in such Trust (if
they own the requisite minimum number of Units) or to receive a cash
distribution. At the first Rollover Notification Date, Unitholders may also
elect to continue their investment in Units through the Mandatory Termination
Date (approximately two years following the Initial Date of Deposit).
Unitholders who make no election at the first Rollover Notification Date will
have their Units redeemed and will receive a cash distribution of the proceeds.
On the Initial Date of Deposit, the Sponsor deposited with the Trustee the
Securities indicated under "Portfolios" 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 Trusts
indicated in "Summary of Essential Financial Information" . Unless
otherwise terminated as provided in the Trust Agreement, the Trusts will
terminate on the Mandatory Termination Date and any Securities then held will
within a reasonable time thereafter be liquidated or distributed by the
Trustee.
Additional Units of a Trust may be issued at any time by depositing in such
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 a Trust, the aggregate value of the Securities
in such Trust will be increased and the fractional undivided interest in such
Trust represented by each Unit will be decreased. The Sponsor may continue to
make additional deposits of Securities or cash with instructions to purchase
additional Securities into a Trust following the Initial Date of Deposit,
provided that such additional deposits will be in amounts which will maintain,
as nearly as practicable, the same percentage relationship among the number of
shares of each Equity Security in such Trust's portfolio that existed
immediately prior to any such subsequent deposit. Any deposit by the Sponsor
of additional Equity Securities will duplicate, as nearly as is practicable,
this actual proportionate relationship and not the original proportionate
relationship on the Initial Date of Deposit, since the actual proportionate
relationship may be different than the original proportionate relationship.
Any such difference may be due to the sale, redemption or liquidation of any
of the Equity Securities deposited in a 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 or
acquisition fees.
Each Unit of a Trust initially offered represents an undivided interest in
such 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 a Trust
represented by each unredeemed Unit will increase or decrease accordingly,
although the actual interest in such Trust represented by such fraction will
remain unchanged. Units will remain outstanding until redeemed upon tender to
the Trustee by Unitholders, which may include the Sponsor, or until the
termination of the Trust Agreement.
OBJECTIVES AND SECURITIES SELECTION
- --------------------------------------------------------------------------
The objective of the Strategic Ten Trust is to provide an above average total
return through a combination of potential capital appreciation and dividend
income, consistent with the preservation of invested capital, by investing in
a portfolio of ten actively traded equity securities having the highest
dividend yield in the DJIA as of the close of business three business days
prior to the Initial Date of Deposit. The objective of the Strategic Five
Trust is to provide an above average total return through a combination of
potential capital appreciation and dividend income, consistent with the
preservation of invested capital, by investing in a portfolio of five actively
traded equity securities having the 2nd through 6th lowest per share price of
the ten companies in the DJIA having the highest dividend yield as of the
close of business three business days prior to the Initial Date of Deposit.
The objective of the Strategic Thirty Trust is to provide an above average
total return through a combination of potential capital appreciation and
dividend income, consistent with the preservation of invested capital, by
investing in a portfolio of the thirty actively traded equity securities
comprised of the ten stocks in each of the DJIA, FT Index and Hang Seng Index
having the highest dividend yield as of the close of business three business
days prior to the Initial Date of Deposit. The objective of the Strategic
Fifteen Trust is to provide an above average total return through a
combination of potential capital appreciation and dividend income, consistent
with the preservation of invested capital, by investing in a portfolio of
fifteen common stocks comprised of the five stocks in each of the DJIA, FT
Index and Hang Seng Index with the 2nd through 6th lowest per share stock
price of the ten companies in each index having the highest dividend yield as
of the close of business three business days prior to the Initial Date of
Deposit. The objective of the Strategic Picks Trust is to provide an above
average total return through a combination of potential capital appreciation
and dividend income, consistent with the preservation of invested capital, by
investing in a portfolio of ten actively traded equity securities having the
highest dividend yield in the Strategic Picks Subset as of the close of
business three business days prior to the Initial Date of Deposit.
In seeking the Trusts' objectives, the Sponsor also considered the ability of
the Equity Securities to outpace inflation. While inflation is currently
relatively low, the United States has historically experienced periods of
double-digit inflation. While the prices of equity securities will fluctuate,
over time equity securities have outperformed the rate of inflation, and other
less risky investments, such as government bonds and U.S. Treasury bills. Past
performance is, however, no guarantee of future results.
The companies represented in the Trusts are some of the most well-known and
highly capitalized companies in the United States, the United Kingdom and Hong
Kong. The Trusts seek to achieve better performances than the related indexes
through similar investment strategies. Investment in a number of companies
having high dividends relative to their stock prices (usually because their
stock prices are undervalued) is designed to increase each Trust's potential
for higher returns. There is, of course, no assurance that a Trust (which
includes expenses and sales charges) will achieve its objective. The
investment strategies utilized by the Trusts are designed to be implemented on
an annual basis. Investors who hold Units through Trust termination may have
investment results that differ significantly from a Unit investment that is
reinvested into a new trust each year. Investors should note that a change in
the federal taxation of capital gains was recently enacted that reduces the
maximum stated marginal tax rate for certain capital gains for investments
held for more than 18 months to 20% (10% in the case of certain taxpayers in
the lowest federal tax bracket). Unitholders who elect to continue their
investment through Trust termination would qualify for such treatment.
Unitholders who make no election at the first Special Redemption Date and
Unitholders who elect to reinvest into a new series of the Fund at the first
Special Redemption Date will not qualify for such treatment but would be
subject to a maximum stated marginal federal capital gains tax rate of 28%.
See "Taxation" .
The Global Trusts may be suitable for investors who seek to diversify their
equity holdings with investments in foreign equity securities. Today's
international market offers many opportunities. Foreign equity markets (as
measured by the Morgan Stanley Capital International Europe, Australasia, Far
East Index) have outperformed U.S. markets (as measured by the Standard &
Poor's 500 Index) in 15 of the past 25 years. International markets can
experience different performances and while some markets may be experiencing
rapid growth, others may be in temporary decline. These market movements may
offer attractive growth potential and possible portfolio diversification for
investors seeking to add to their existing equity portfolio. The Global Trusts
seek to combine the growth potential of undervalued stocks with the strength
of stocks listed on a foreign stock market index. Typically, companies listed
on a major market index are widely recognized, firmly established and
financially strong. Therefore, when undervalued, these stocks may provide
investors with significant growth opportunities.
Investors will be subject to taxation on the dividend income received by the
Trusts and on gains from the sale or liquidation of Securities. The tax
consequences affecting Unitholders will vary in each of the respective Trusts
(see "Taxation" ). Investors should be aware that there is not any
guarantee that the objective of the Trusts will be achieved because it is
subject to the continuing ability of the respective issuers 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 Securities will pay
dividends on outstanding common shares. Any distribution 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. In addition, a decrease in the value of the foreign currencies in
which the foreign Securities are denominated relative to the U.S. dollar will
adversely affect the value of the related Global Trust's assets and income and
the value of the Units of that Trust. See "Risk Factors" .
Investors should note that the above criteria were applied to the Securities
for inclusion in the Trusts as of three business days prior to the Initial
Date of Deposit. Subsequent to this date, the Securities may no longer be
included in the DJIA, FT Index, or Hang Seng Index, may not be providing one
of the ten highest dividend yields within these indexes or may not have one of
the 2nd through 6th lowest per share prices within the relevant index. Should
a Security no longer be included in these indexes or meet the criteria used
for selection for a Trust, such Security will not as a result thereof be
removed from a Trust portfolio.
Investors should be aware that the Fund 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
"Fund Administration--Portfolio Administration" ). In addition,
Securities will not be sold by a 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 three
business days prior to the date the Securities were purchased by the Trusts.
The Trusts may continue to 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 Trusts.
TRUST PORTFOLIOS
- --------------------------------------------------------------------------
The Strategic Ten Trust consists of common stocks of the ten companies in the
DJIA having the highest dividend yield as of the close of business three
business days prior to the Initial Date of Deposit. The Strategic Five Trust
consists of the five common stocks with the 2nd through 6th lowest per share
stock price of the ten companies in the DJIA having the highest dividend yield
as of the close of business three business days prior to the Initial Date of
Deposit. The Strategic Thirty Trust consists of thirty stocks which include
the common stocks of the ten companies in each of the DJIA, FT Index and Hang
Seng Index having the highest dividend yield as of the close of business three
business days prior to the Initial Date of Deposit. The Strategic Fifteen
Trust consists of fifteen common stocks which include the five stocks in each
of the DJIA, FT Index and Hang Seng Index with the 2nd through 6th lowest per
share stock price of the ten companies in each index having the highest
dividend yield as of the close of business three business days prior to the
Initial Date of Deposit. The Strategic Picks Trust consists of ten common
stocks selected from a pre-screened subset of the Morgan Stanley Capital
International USA Index with the highest dividend yields as of the close of
business three business days prior to the Initial Date of Deposit. Each of the
related stock indexes is described below.
In the case of the securities traded on the New York Stock Exchange, the yield
for each Equity Security was calculated by annualizing the last dividend
declared and dividing the result by the market value of the Equity Security as
of the close of business three business days prior to the Initial Date of
Deposit. In the case of securities traded on a foreign securities exchange,
the yield for each Equity Security was calculated by adding together the most
recent interim and final dividends declared (foreign companies generally pay
one interim and one final dividend per fiscal year) and dividing the result by
the market value of the Equity Security as of the close of business three
business days prior to the Initial Date of Deposit. An investment in each
Trust involves the purchase of a quality portfolio of attractive equities with
high dividend yields in one convenient purchase.
The Dow Jones Industrial Average. The Dow Jones Industrial Average ("
DJIA" ) was first published in The Wall Street Journal in 1896. Initially
consisting of just 12 stocks, the DJIA expanded to 20 stocks in 1916 and its
present size of 30 stocks on October 1, 1928. The companies which make up the
DJIA have remained relatively constant over the life of the DJIA. However, on
March 17, 1997, four companies were added to the DJIA replacing Bethlehem
Steel Corporation, Texaco, Inc., Westinghouse Electric Corporation and
Woolworth Corporation. The companies added to the DJIA were Hewlett-Packard
Co., Johnson & Johnson, Travelers Group, Inc. and Wal-Mart Stores, Inc. The
following is the list as it currently appears:
<TABLE>
<CAPTION>
<S> <C>
Allied Signal Hewlett-Packard Company
Aluminum Company of America International Business Machines Corporation
American Express Company International Paper Company
AT&T Corporation Johnson & Johnson
Boeing Company J.P. Morgan & Company, Inc.
Caterpillar, Inc. McDonald's Corporation
Chevron Corporation Merck & Company, Inc.
Coca-Cola Company Minnesota Mining & Manufacturing Company
Walt Disney Company Philip Morris Companies, Inc.
E.I. du Pont de Nemours & Company Procter & Gamble Company
Eastman Kodak Company Sears, Roebuck and Company
Exxon Corporation Travelers Group, Inc.
General Electric Company Union Carbide Corporation
General Motors Corporation United Technologies Corporation
Goodyear Tire & Rubber Company Wal-Mart Stores, Inc.
</TABLE>
The Financial Times Industrial Ordinary Share Index. The Financial Times
Industrial Ordinary Share Index (the "FT Index" ) is comprised of 30
common stocks chosen by the editors of The Financial Times as representative
of British industry and commerce. The FT Index began as the Financial News
Industrial Ordinary Share Index in London in 1935 and became the Financial
Times Industrial Ordinary Share Index in 1947. The FT Index is calculated by
FTSE International Ltd ("FTSE" ). All copy right in the FT Index
Constituent list vests in FTSE. FTSE does not sponsor, promote or endorse this
product. Due to a merger between Guinness Plc and Grand Metropolitan Plc
creating Diageo Plc, Diageo Plc and Scottish Power Plc replaced Guinness and
Grand Metropolitan in the FT Index on December 16, 1997. The following stocks
are currently represented in the FT Index:
<TABLE>
<CAPTION>
<S> <C>
ASDA Group Glaxo Wellcome Plc
Allied Domecq Plc Granada Group
BG Plc Guest Keen & Nettlefolds (GKN) Plc
BOC Group Imperial Chemical Industries Plc
BTR Plc Lloyds TSB Group Plc
Blue Circle Industries Plc Lucas Varity Plc
Boots Co Marks & Spencer
British Airways National Westminster Bank Plc
British Petroleum Peninsular & Oriental Steam Navigation Company
British Telecom Plc Reuters Holdings
Cadbury Schweppes Royal & Sun Alliance Insurance Group Plc
Courtaulds Plc Scottish Power Plc
Diageo Plc SmithKline Beecham
EMI Group Plc Tate & Lyle Plc
General Electric Company Plc Vodaphone Group Plc
</TABLE>
The Hang Seng Index. The Hang Seng Index, first published in 1969, consists of
33 of the stocks currently listed on the Stock Exchange of Hong Kong Ltd. (the
"Hong Kong Stock Exchange" ). The Hang Seng Index, which is
representative of commerce and industry, finance, properties and utilities, is
comprised of the following companies:
<TABLE>
<CAPTION>
<S> <C>
Amoy Properties Ltd. Hong Kong and Shanghai Hotels
Bank of East Asia Hong Kong Telecommunications Ltd.
Cathay Pacific Airways Hopewell Holdings
Cheung Kong (Holdings) Ltd. HSBC Holdings Plc
Cheung Kong Infrastructure Holdings Hutchison Whampoa
China Light & Power Company Ltd. Hysan Development Company Ltd.
China Resources Enterprise Ltd. New World Development Co. Ltd.
Citic Pacific Shangri-La Asia Ltd.
First Pacific Company Ltd. Shun Tak Holdings Ltd.*
Great Eagle Holdings Sino Land Co. Ltd.
Guangdong Investment South China Morning Post (Holdings) Ltd.*
Hang Lung Development Company Sun Hung Kai Properties Ltd.
Hang Seng Bank Ltd. Swire Pacific (A)
Henderson Investment Ltd. Television Broadcasts
Henderson Land Development Company Ltd. Wharf Holdings
Hong Kong and China Gas Wheelock & Co.
Hong Kong Electric Holdings Ltd.
</TABLE>
* Effective January 27, 1998, these companies will be removed from the Hang
Seng Index. On that date Shanghai Industrial Holdings Ltd. and China Telecom
(Hong Kong) Ltd. will be added to the Hang Seng Index. The Trust portfolio
will not be altered as a result of these or any other changes in the Hang Seng
Index.
The MSCI USA Index. The MSCI USA Index consists of approximately 370 large
domestic companies in the United States and has existed since January 1, 1970.
While the MSCI index methodology has evolved to capture the growth of the
investment universe, the index philosophy has never been compromised to
simplify the complicated process of investing: MSCI indices are based on
detailed analysis to make it easier for the investor to measure international
performance. Constituents are selected for a country index through the
following process: (1) Define the "Market" ; (2) Capture 60% of the
market capitalization of the country across all industry groups; (3) Select
the most liquid securities within each industry; (4) Select stocks with
sufficient free float; (5) Avoid cross-ownership; and (6) Apply full market
capitalization weights. In the case of the MSCI USA Index, which is the
foundation for the Strategic Picks Trust investment strategy, these criteria
are applied within the United States market.
The initial research for the MSCI Indices covers the full breadth of the
global equity securities market. Country specialists track the evolution of
both listed and unlisted shares of domestically listed companies in nearly
every country in the world. Based in Geneva, these country teams collect
share, pricing, ownership, float and liquidity data for effectively all
companies worldwide. Sources for this information are local stock exchanges
and brokerage firms, newspapers, and company contacts. From this master
matrix, the total country market capitalization is adjusted for
double-counting and non-domiciled companies. All of the companies within this
research coverage are eligible for inclusion in the MSCI indices except
non-domiciled companies, investment trusts and mutual funds.
Once the total country market capitalization is analyzed, 60% of the
capitalization of each industry group and thus 60% of the entire market is
targeted for each MSCI index. This ensures that the index reflects the
industry characteristics of the overall market, and permits the construction
of accurate regional and global industry indices. Research coverage in MSCI
products and publications extends beyond the index coverage (60%) to capture
80% of the market for each country. This coverage includes daily performance
as well as monthly valuation ratios and summarized financial statement data.
When selecting the constituents of an index, the most effective industry
classification is used--either the local convention or the MSCI schema of 58
industry groups--in order to mirror the industry characteristics of the local
market. Once the selection process is complete, the index constituents are
re-classified into the MSCI schema of 58 industries and 8 economic sectors in
order to facilitate cross-country comparisons. The MSCI classification schema
has been adopted by Reuters for their industry classification. Securities are
selected to represent an industry based on size and the portion of earnings
and revenues attributable to that industry group. Even within an industry the
goal is to represent the full diversity of business segments. An industry
representation may exceed the 60% target because one or two large companies
dominate an industry. Similarly, an industry may fall below the 80% level
under conventional analysis because its companies lack good liquidity and
float, or because of extensive cross-ownership.
A goal of the MSCI index construction process is to select the most liquid
stocks within each industry group, all other things being equal, since
liquidity is necessary but not the sole determinant for inclusion in the
index. Liquidity is monitored by monthly average trading value over time in
order to determine normal levels of volume, excluding temporary peaks and
troughs. A stock's liquidity is significant not only in absolute terms, but
also relative to its market capitalization and to average liquidity for the
country as a whole.
Float is monitored for every security in the market, and low float (a small
percentage of shares freely tradable) may exclude a stock from consideration
in the index. But float can be difficult to determine: in some markets good
sources are generally not available; in other markets, information on smaller
and less prominent issues can be subject to error and time lags. Government
ownership and cross-ownership positions can change over time and are not
always made public. Float also tends to be defined differently depending on
the source. Thus, evaluations of float run the risk of penalizing those
markets that have good disclosure, regardless of the actual degree of
availability of shares. As with liquidity, sufficient float is an important
consideration, not an inflexible rule.
Cross-ownership occurs when one company has a significant ownership in another
company in the same country. In situations where cross-ownership is
substantial, including both companies in an index can skew industry weights,
distort country-level valuations (such as country price-earnings and
price-book value ratios) and overstate a country's true market size. An
integral part of the country research function is identifying cross ownerships
in order to avoid or minimize them. Country specialists in Geneva do much of
the cross-ownership identification through researching company reports, local
newspapers and stock exchange data.
All standard MSCI indices are weighted by each company's full market
capitalization (both listed and unlisted shares). This approach has the
significant advantage of objectivity--the number of shares outstanding for a
company is a constituent figure for companies around the world and is easily
agreed upon and obtainable. Full market capitalization weighting is favored to
other weighting schemes for both theoretical and practical reasons: (a) it is
impossible to judge whether a position which is currently in firm hands might
be available in the future; (b) the quality and timeliness of information on
float varies from market to market and adjustments penalize those markets with
the highest standards of disclosure; (c) the most serious consequence of float
limitations is limited liquidity which can be monitored objectively; much
effort is spent in researching and monitoring these factors when selecting
constituents for each country index but once a security is selected, it is
included in the index at its full market value. A growing number of very
sizable companies have been brought or are expected to be brought to the
market with modest initial tranches being publicly available. At the same
time, the obvious relevance of these companies instantly positions them among
the core investment opportunities in their market. In order to allow the MSCI
indices to capture this new market trend, in very exceptional cases, a company
may be included at a portion of its total market capitalization.
Morgan Stanley Capital International. Recognized as a world leader in global
financial research, Morgan Stanley monitors more than 4,000 companies in 43
countries, representing 80% of the total market value of the world's stock
markets. The Morgan Stanley Capital International ("MSCI" ) databases
are used as a benchmark by more than 90% of the investment community. With
hundreds of analysts located across the globe, Morgan Stanley provides
comprehensive research and in-depth knowledge about general markets and
specific companies around the world.
Since 1968, MSCI global indices have presented an array of investment
opportunities available to the international investor, including indices such
as the MSCI USA Index and the MSCI Europe, Australasia and Far East Index
(EAFE). These indices seek to represent an accurate normal portfolio. In
addition, index valuation ratios and company-level fundamental data provide
tools for the international investor. MSCI believes that local stock exchange
indices are not comparable with one another due to differences in the
representation of the local market, mathematical formulas, methods of
adjusting for capital changes, and base dates. The same criteria and
calculation methodology are applied across all MSCI indices. Further, while
accounting standards continue to differ according to local customs and
practices, fundamental data is analyzed and presented in a uniform and
meaningful manner in MSCI indices--allowing investors to compare investment
opportunities across markets. Each MSCI country index is constructed so as to
minimize double counting, assuring that all industry groups are
proportionately represented, and that each country's contribution to the
global or regional index is accurately based on its market capitalization.
In 1986, Morgan Stanley acquired the indices and data from Capital
International Perspective, S.A. ("CIPSA" ) based in Geneva,
Switzerland. CIPSA has been researching and publishing international indices
since 1969 and continues to be solely responsible for the decisions regarding
constituent additions and deletions as well as any other methodological
modifications to the indices. Morgan Stanley contributes its expertise in
technology and the marketing and distribution of the MSCI Indices and
publications. Selection of the constituents for MSCI Indices is conducted
independent of the Sponsor which has no input regarding the components of any
index.
The MSCI USA Index is the exclusive property of Morgan Stanley. Morgan Stanley
Capital International is a service mark of Morgan Stanley and has been
licensed for use by Van Kampen American Capital Distributors, Inc.
This fund is not sponsored, endorsed, sold or promoted by Morgan Stanley.
Morgan Stanley makes no representation or warranty, express or implied, to the
owners of this fund or any member of the public regarding the advisability of
investing in funds generally or in this fund particularly or the ability of
the MSCI USA Index to track general stock market performance. Morgan Stanley
is the licensor of certain trademarks, service marks and trade names of Morgan
Stanley and of the MSCI USA Index which is determined, composed and calculated
by Morgan Stanley without regard to the issuer of this fund or this fund.
Morgan Stanley has no obligation to take the needs of the issuer of this fund
or the owners of this fund into consideration in determining, composing or
calculating the MSCI USA Index. Morgan Stanley is not responsible for and has
not participated in the determination of the timing of, prices at, or
quantities of this fund to be issued or in the determination or calculation of
the equation by which Units of this fund is redeemable for cash. Morgan
Stanley has no obligation or liability to owners of this fund in connection
with the administration, marketing or trading of this fund.
ALTHOUGH MORGAN STANLEY SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE
IN THE CALCULATION OF THE INDEX FROM SOURCES WHICH MORGAN STANLEY CONSIDERS
RELIABLE, NEITHER MORGAN STANLEY NOR ANY OTHER PARTY GUARANTEES THE ACCURACY
AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA INCLUDED THEREIN. NEITHER
MORGAN STANLEY NOR ANY OTHER PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS
TO RESULTS TO BE OBTAINED BY LICENSEE, LICENSEE'S CUSTOMERS AND
COUNTERPARTIES, OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE
OF THE INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS
LICENSED HEREUNDER OR FOR ANY OTHER USE. NEITHER MORGAN STANLEY NOR ANY OTHER
PARTY MAKES ANY EXPRESS OR IMPLIED WARRANTIES, AND MORGAN STANLEY HEREBY
EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE WITH RESPECT TO THE INDEX OR ANY DATA INCLUDED THEREIN.
WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL MORGAN STANLEY OR ANY
OTHER PARTY HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE,
CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED
OF THE POSSIBILITY OF SUCH DAMAGES.
General. Each Trust consists of (a) the Equity Securities (including contracts
for the purchase thereof) listed under the applicable "Portfolio" as
may continue to be held from time to time in such Trust, (b) any additional
Equity Securities acquired and held by such Trust pursuant to the provisions
of the Trust Agreement and (c) any cash held in the related Income and Capital
Accounts. Neither the Sponsor nor the Trustee shall be liable in any way for
any failure in any of the Equity Securities. However, should any contract for
the purchase of any of the Equity Securities initially deposited hereunder
fail, the Sponsor will, unless substantially all of the moneys held in such
Trust to cover such purchase are reinvested in substitute Equity Securities in
accordance with the Trust Agreement, refund the cash and sales charge
attributable to such failed contract to all Unitholders on or before the next
scheduled distribution date.
STRATEGIC TEN TRUST UNITED STATES PORTFOLIO
- --------------------------------------------------------------------------
The Strategic Ten United States Trust consists of common stocks of those ten
companies in the DJIA which had the highest dividend yield as of the close of
business three business days prior to the Initial Date of Deposit. The
Strategic Ten United States Trust consists of common stocks of the following
ten companies:
AT&T Corporation. AT&T Corporation provides communication services and
products. The company's products consist of network equipment and computer
systems, which service businesses, consumers, communication services providers
and government agencies. AT&T is involved in basic research as well as product
and service development and offers a general-purpose credit card and financial
and leasing services.
Chevron Corporation. Chevron Corporation is an international oil company with
activities in the United States and abroad. The company is involved in
worldwide, integrated petroleum operations which consist of exploring for,
developing and producing petroleum liquids and natural gas as well as
transporting the products. Chevron is also active in the mineral and chemical
industry.
DuPont (E.I.) de Nemours & Company. DuPont (E.I.) de Nemours and Company is a
research and technology-based company offering products including chemicals,
polymers, fibers and petroleum. The company serves worldwide markets in the
aerospace, agriculture, apparel, automotive, construction, packaging,
printing, refining and transportation industries.
Eastman Kodak Company. Eastman Kodak Company manufactures and markets imaging
products. The company makes photographic films and papers for various uses.
Eastman Kodak also develops, manufactures and markets traditional and digital
cameras, photographic plates and chemicals, processing and audiovisual
equipment, as well as document management products, applications software,
printers and other equipment.
Exxon Corporation. Exxon Corporation and its affiliated companies explore for
and produce crude oil and natural gas, manufacture petroleum products, and
transport and sell their products worldwide. Through a division, the company
manufactures and markets petrochemicals. Exxon and its affiliates explore for,
mine, and sell coal and other minerals.
General Motors Corporation. General Motors Corporation manufactures and sells
vehicles worldwide under the "Chevrolet", "Buick", "Cadillac", "Oldsmobile",
"Pontiac", "Saturn", and "GMC" names. The company also offers financing,
insurance, mortgage banking, and construction and operation of satellites.
International Paper Company. International Paper Company manufactures paper,
paperboard, packaging products, wood pulp, lumber, photosensitive films and
chemicals. The company produces writing and office supply products, envelopes,
business forms, photographic supplies and building products. International
Paper sells its products in the United States, Europe and the Pacific Rim.
J.P. Morgan & Company Incorporated. J.P. Morgan & Company Incorporated,
through subsidiaries, offers financial services to corporations, governments,
financial institutions, institutional investors, professional firms,
privately-held companies and individuals. The company offers loans, advises on
mergers, acquisitions and privatizations, underwrites debt and equity issues
and deals in government-issued securities worldwide.
Minnesota Mining & Manufacturing Company. Minnesota Mining & Manufacturing
Company is a diversified manufacturer of industrial, commercial and health
care products. The company produces and markets more than 60,000 products
worldwide. Minnesota's products include "Post-it" notes, "Wetordry"
sandpaper, "Scotchgard" fabric, film and photo protectors, "Thinsulate"
insulation products and "Algae Block" copper roofing.
Philip Morris Companies Inc. Philip Morris Companies Inc. is a consumer
packaged goods company. The company operates through five subsidiaries. Philip
Morris' products include "Bull's Eye", "Breakstone's", "Kraft", "Cambridge"
and "Marlboro" cigarettes, "Cracker Barrel" and "Polly-O" cheeses, "Crystal
Light", "Maxwell House", and "Miller", "Milwaukee's Best", and "Meister Brau"
beer.
The following table sets forth a comparison of the hypothetical total return
of the ten highest yielding DJIA common stocks (the "DJIA Ten" ) on an
annual basis with the one-year total returns of all common stocks comprising
the DJIA in each of the last 25 years, as of December 31 in each of those
years. It should be noted that the common stocks comprising the DJIA Ten may
not be the same stocks from year to year and may not be the same common stocks
as those included in the Strategic Ten United States Trust.
<TABLE>
COMPARISON OF TOTAL RETURNS(1)*
<CAPTION>
Dow Jones Industrial
Year DJIA Ten Average
- -------- ----------- ----------------------------
<S> <C> <C>
1973 3.96% (13.16)%
1974 (0.72) (23.21)
1975 56.52 44.48
1976 34.93 22.75
1977 (1.75) (12.70)
1978 0.12 2.69
1979 12.37 10.52
1980 27.23 21.41
1981 7.52 (3.40)
1982 26.03 25.79
1983 38.75 25.65
1984 11.82 1.08
1985 29.45 32.78
1986 35.77 26.92
1987 5.93 6.02
1988 24.75 15.95
1989 25.08 31.71
1990 (7.57) (0.58)
1991 34.86 23.93
1992 7.85 7.35
1993 26.93 16.74
1994 4.12 4.95
1995 36.58 36.49
1996 28.05 28.58
1997 21.98 24.78
</TABLE>
* Source: Barron's, Bloomberg L.P., Dow Jones Corporation and Ibotson
Associates. The Sponsor has not independently verified this data but has no
reason to believe that this data is incorrect in any material respect.
Reasonable assumptions were relied on where data was either unavailable or
only partially available and these assumptions could have a material impact on
the historical performance calculations.
- ----------
The DJIA Ten for each period were identified by ranking the dividend yield for
each of the stocks in the DJIA by annualizing the last dividend paid (the last
dividend declared was used in cases when the stock was trading ex-dividend as
of the last day of the period) and dividing the result by the stock's market
value on the first day of trading on the New York Stock Exchange in the
period. Total Return for each period was calculated by taking the difference
between period-end prices and prices at the end of the following period
(adjusted for any stock splits and corporate spinoffs) and adding dividends
for the period. Historical total returns thus represent actual stocks and real
time; the results illustrate what an investor would have obtained had the
investor been invested in the related stocks in the periods indicated. Total
Return does not take into consideration any sales charges, commissions,
expenses or taxes that will be incurred by the Trust.
Based on the total returns set forth in the table above, the average annual
total returns for the DJIA Ten for the most recent complete three, five, ten,
twenty and twenty-five year periods were 28.73%, 23.04%, 19.45%, 19.13% and
18.59%, respectively. On the other hand, based on the total returns set forth
in the table above, the average annual total returns for the DJIA for the most
recent complete three, five, ten, twenty and twenty-five year periods were
29.86%, 21.82%, 18.41%, 16.33% and 13.01%, respectively.
The returns shown above represent past performance and are not guarantees of
future performance and should not be used as a predictor of returns to be
expected in connection with the Strategic Ten United States Trust. Among other
factors, both stock prices (which may appreciate or depreciate) and dividends
(which may be increased, reduced or eliminated) will affect the returns. Had
the portfolio been available over the periods indicated in the above table,
after deductions for expenses and sales charges and not accounting for taxes,
it would have underperformed the DJIA in 8 of the last 25 calendar years and
there can be no assurance that the Strategic Ten United States Trust will
outperform the DJIA over the life of such Trust or over consecutive rollover
periods, if available. A Unitholder in the Strategic Ten United States Trust
would not necessarily realize as high a total return on an investment in the
stocks upon which the hypothetical returns shown above are based for the
following reasons: the total return figures shown above do not reflect sales
charges, commissions, Trust expenses or taxes; the Trusts are established at
different times of the year; the Trust may not be able to invest equally in
the DJIA Ten and may not be fully invested at all times; and Equity Securities
are often purchased or sold at prices different from the closing prices used
in buying and selling Units.
The chart below represents past performance of the DJIA and the DJIA Ten (but
does not represent possible performance of the Strategic Ten United States
Trust which, as indicated above, includes certain expenses and commissions not
included in the chart) and should not be considered indicative of future
results. Further, results are hypothetical. The chart assumes that all
dividends during a year (including those on stocks trading ex-dividend as of
the last day of the year) are reinvested at the end of that year and does not
reflect sales charges, commissions, expenses or income taxes. Based on the
foregoing assumptions, the average annual returns (which represent the
percentage return derived by taking the sum of the initial investment and all
appreciation and dividends for the specified investment period) during the 25
year period ended December 31, 1997, referred to in the table were 18.59% and
13.01% for the DJIA Ten and the DJIA, respectively. There can be no assurance
that the Strategic Ten United States Trust will outperform the DJIA over its
life or over consecutive rollover periods, if available.
<TABLE>
Value of $10,000 Invested January 1, 1973
<CAPTION>
Period DJIA Ten DJIA
- --------- ------------- ------------
<S> <C> <C>
1973 $ 10,396 $ 8,684
1974 10,321 6,668
1975 16,155 9,635
1976 21,797 11,826
1977 21,416 10,324
1978 21,442 10,602
1979 24,094 11,718
1980 30,655 14,226
1981 32,960 13,743
1982 41,540 17,287
1983 57,636 21,721
1984 64,449 21,955
1985 83,429 29,152
1986 113,272 37,000
1987 119,989 39,228
1988 149,686 45,484
1989 187,227 59,908
1990 173,054 59,560
1991 233,381 73,813
1992 251,701 79,238
1993 319,484 92,503
1994 332,647 97,082
1995 454,329 132,507
1996 581,768 170,377
1997 709,641 212,596
</TABLE>
The following table sets forth a comparison of the hypothetical average annual
total return of the ten highest yielding DJIA common stocks (the "DJIA
Ten" ) on a biennial basis with the two-year average annual total returns
of all common stocks comprising the DJIA in the last 25 years. It should be
noted that the common stocks comprising the DJIA Ten may not be the same
stocks from year to year and may not be the same common stocks as those
included in the Strategic Ten United States Trust.
<TABLE>
COMPARISON OF TOTAL RETURNS(1)*
<CAPTION>
Two Year Period
Ended Dow Jones Industrial
December 31 DJIA Ten Average
- ------------------- ----------- --------------------------
<S> <C> <C>
1974 (4.70)% (18.34)%
1976 51.22 33.17
1978 3.53 (5.32)
1980 20.25 15.84
1982 16.85 10.23
1984 23.59 12.70
1986 29.41 29.82
1988 14.63 10.87
1990 10.43 14.43
1992 26.30 15.34
1994 16.76 10.69
1996 34.30 32.48
1997 (one year) 21.98 24.78
* Source: Barron's, Bloomberg L.P., Dow Jones Corporation and Ibotson
Associates. The Sponsor has not independently verified this data but has no
reason to believe that this data is incorrect in any material respect.
Reasonable assumptions were relied on where data was either unavailable or
only partially available and these assumptions could have a material impact on
the historical performance calculations.
- ----------
<FN>
<F1>The DJIA Ten for each period were identified by ranking the dividend yield for
each of the stocks in the DJIA by annualizing the last dividend paid (the last
dividend declared was used in cases when the stock was trading ex-dividend as
of the last day of the period) and dividing the result by the stock's market
value on the first day of trading on the New York Stock Exchange in the
period. Total Return for each period was calculated by taking the difference
between period-end prices and prices at the end of the following period
(adjusted for any stock splits and corporate spinoffs) and adding dividends
for the period. Historical total returns thus represent actual stocks and real
time; the results illustrate what an investor would have obtained had the
investor been invested in the related stocks in the periods indicated. Total
Return does not take into consideration any sales charges, commissions,
expenses or taxes that will be incurred by the Trust.
</TABLE>
Based on the total returns set forth in the table above, the average annual
total returns for the DJIA Ten for the most recent complete three, five, ten,
twenty and twenty-five year periods were 30.06%, 24.57%, 21.89%, 20.58% and
19.51%, respectively. On the other hand, based on the total returns set forth
in the table above, the average annual total returns for the DJIA for the most
recent complete three, five, ten, twenty and twenty-five year periods were
29.86%, 21.82%, 18.41%, 16.33% and 13.01%, respectively.
The returns shown above represent past performance and are not guarantees of
future performance and should not be used as a predictor of returns to be
expected in connection with the Strategic Ten United States Trust. Among other
factors, both stock prices (which may appreciate or depreciate) and dividends
(which may be increased, reduced or eliminated) will affect the returns. A
Unitholder in the Strategic Ten United States Trust would not necessarily
realize as high a total return on an investment in the stocks upon which the
hypothetical returns shown above are based for the following reasons: the
total return figures shown above do not reflect sales charges, commissions,
Trust expenses or taxes; the Trusts are established at different times of the
year; the Trust may not be able to invest equally in the DJIA Ten and may not
be fully invested at all times; and Equity Securities are often purchased or
sold at prices different from the closing prices used in buying and selling
Units.
The chart below represents past performance of the DJIA and the DJIA Ten (but
does not represent possible performance of the Strategic Ten United States
Trust which, as indicated above, includes certain expenses and commissions not
included in the chart) and should not be considered indicative of future
results. Further, results are hypothetical. The chart assumes that all
dividends during a period (including those on stocks trading ex-dividend as of
the last day of the period) are reinvested at the end of that period and does
not reflect sales charges, commissions, expenses or income taxes. Based on the
foregoing assumptions, the average annual returns (which represent the
percentage return derived by taking the sum of the initial investment and all
appreciation and dividends for the specified investment period) during the 25
year period ended December 31, 1997 referred to in the table were 19.51% and
13.01% for the DJIA Ten and the DJIA, respectively. There can be no assurance
that the Strategic Ten United States Trust will outperform the DJIA over its
life or over consecutive rollover periods, if available.
<TABLE>
Value of $10,000 Invested January 1, 1973
<CAPTION>
Two Year
Period Ended
December 31 DJIA Ten DJIA
- ------------------ ------------- ------------
<S> <C> <C>
1974 $ 9,083 $ 6,668
1976 20,769 11,826
1978 22,263 10,602
1980 32,192 14,226
1982 43,955 17,287
1984 67,143 21,955
1986 112,447 37,000
1988 147,756 45,484
1990 180,196 59,560
1992 287,429 79,238
1994 391,828 97,082
1996 706,684 170,377
1997 (one year) 862,013 212,596
</TABLE>
STRATEGIC FIVE TRUST UNITED STATES PORTFOLIO
- --------------------------------------------------------------------------
The Strategic Five United States Trust consists of common stocks of those five
companies which had the 2nd through 6th lowest per share stock price of the
ten companies in the DJIA which had the highest dividend yield as of the close
of business three business days prior to the Initial Date of Deposit.
Historically, the lowest priced stock in the DJIA has been a company
experiencing difficulties. The Strategic Five United States Trust consists of
common stocks of the following five companies:
AT&T Corporation. AT&T Corporation provides communication services and
products. The company's products consist of network equipment and computer
systems, which service businesses, consumers, communication services providers
and government agencies. AT&T is involved in basic research as well as product
and service development and offers a general-purpose credit card and financial
and leasing services.
DuPont (E.I.) de Nemours & Company. DuPont (E.I.) de Nemours and Company is a
research and technology-based company offering products including chemicals,
polymers, fibers and petroleum. The company serves worldwide markets in the
aerospace, agriculture, apparel, automotive, construction, packaging,
printing, refining and transportation industries.
Exxon Corporation. Exxon Corporation and its affiliated companies explore for
and produce crude oil and natural gas, manufacture petroleum products, and
transport and sell their products worldwide. Through a division, the company
manufactures and markets petrochemicals. Exxon and its affiliates explore for,
mine, and sell coal and other minerals.
General Motors Corporation. General Motors Corporation manufactures and sells
vehicles worldwide under the "Chevrolet", "Buick", "Cadillac", "Oldsmobile",
"Pontiac", "Saturn", and "GMC" names. The company also offers financing,
insurance, mortgage banking, and construction and operation of satellites.
Philip Morris Companies Inc. Philip Morris Companies Inc. is a consumer
packaged goods company. The company operates through five subsidiaries. Philip
Morris' products include "Bull's Eye", "Breakstone's", "Kraft", "Cambridge"
and "Marlboro" cigarettes, "Cracker Barrel" and "Polly-O" cheeses, "Crystal
Light", "Maxwell House", and "Miller", "Milwaukee's Best", and "Meister Brau"
beer.
The following table sets forth a comparison of the hypothetical total return
of the 2nd through 6th lowest priced stocks of the ten highest yielding DJIA
common stocks (the "DJIA Five" ) on an annual basis with the one-year
total returns of all common stocks comprising the DJIA and with short-term
U.S. Treasury Obligations in each of the last 25 years, as of December 31 in
each of those years. It should be noted that the common stocks comprising the
DJIA Five may not be the same stocks from year to year and may not be the same
common stocks as those included in the Strategic Five United States Trust.
<TABLE>
COMPARISON OF TOTAL RETURNS(1)*
<CAPTION>
Dow Jones
Industrial
Year DJIA Five Average
- -------- ---------------- ----------------
<S> <C> <C>
1973 18.58% (13.16)%
1974 0.56 (23.21)
1975 64.54 44.48
1976 39.29 22.75
1977 (4.82) (12.70)
1978 0.76 2.69
1979 19.86 10.52
1980 32.33 21.41
1981 3.15 (3.40)
1982 48.11 25.79
1983 43.50 25.65
1984 11.60 1.08
1985 37.00 32.78
1986 36.10 26.92
1987 (2.75) 6.02
1988 22.65 15.95
1989 10.49 31.71
1990 (20.71) (0.58)
1991 56.02 23.93
1992 24.96 7.35
1993 38.67 16.74
1994 3.33 4.95
1995 42.57 36.49
1996 32.06 28.58
1997 27.68 24.78
</TABLE>
* Source: Barron's, Bloomberg L.P., Dow Jones Corporation and Ibottson
Associates. The Sponsor has not independently verified this data but has no
reason to believe that this data is incorrect in any material respect.
Reasonable assumptions were relied on where data was either unavailable or
only partially available and these assumptions could have a material impact on
the historical performance calculations.
- ----------
The DJIA Five for each period were identified by ranking the dividend yield
for each of the stocks in the DJIA by annualizing the last dividend paid (the
last dividend declared was used in cases when the stock was trading
ex-dividend as of the last day of the period) and dividing the result by the
stock's market value on the first day of trading on the New York Stock
Exchange in the period. The top ten highest dividend yielding stocks were then
ranked by price from highest to lowest. The absolute lowest priced stock was
eliminated and the next five lowest priced stocks were selected for the
comparison. Total Return for each period was calculated by taking the
difference between period-end prices and prices at the end of the following
period (adjusted for any stock splits and corporate spinoffs) and adding
dividends for the period. Historical total returns thus represent actual
stocks and real time; the results illustrate what an investor would have
obtained had the investor been invested in the related stocks in the periods
indicated. Total Return does not take into consideration any sales charges,
commissions, expenses or taxes that will be incurred by the Trust.
Based on the total returns set forth in the table above, the average annual
total returns for the DJIA Five for the most recent complete three, five, ten,
twenty and twenty-five year periods were 33.27%, 29.23%, 24.79%, 22.87% and
22.03%, respectively. On the other hand, based on the total returns set forth
in the table above, the average annual total returns for the DJIA for the most
recent complete three, five, ten, twenty and twenty-five year periods were
29.86%, 21.82%, 18.41%, 16.33% and 13.01%, respectively.
The returns shown above represent past performance and are not guarantees of
future performance and should not be used as a predictor of returns to be
expected in connection with the Strategic Five United States Trust. Among
other factors, both stock prices (which may appreciate or depreciate) and
dividends (which may be increased, reduced or eliminated) will affect the
returns. Had the portfolio been available over the periods indicated in the
above table, after deductions for expenses and sales charges and not
accounting for taxes, it would have underperformed the DJIA in 5 of the last
25 calendar years and there can be no assurance that the Strategic Five United
States Trust will outperform the DJIA over the life of such Trust or over
consecutive rollover periods, if available. A Unitholder in the Strategic Five
United States Trust would not necessarily realize as high a total return on an
investment in the stocks upon which the hypothetical returns shown above are
based for the following reasons: the total return figures shown above do not
reflect sales charges, commissions, Trust expenses or taxes; the Trusts are
established at different times of the year; the Trust may not be able to
invest equally in the DJIA Five and may not be fully invested at all times;
and Equity Securities are often purchased or sold at prices different from the
closing prices used in buying and selling Units.
The chart below represents past performance of the DJIA and the DJIA Five (but
does not represent possible performance of the Strategic Five United States
Trust which, as indicated above, includes certain expenses and commissions not
included in the chart) and should not be considered indicative of future
results. Further, results are hypothetical. The chart assumes that all
dividends during a year (including those on stocks trading ex-dividend as of
the last day of the year) are reinvested at the end of that year and does not
reflect sales charges, commissions, expenses or income taxes. Based on the
foregoing assumptions, the average annual returns (which represent the
percentage return derived by taking the sum of the initial investment and all
appreciation and dividends for the specified investment period) during the 25
year period ended December 31, 1997 referred to in the table were 22.03% and
13.01% for the DJIA Five and the DJIA, respectively. There can be no assurance
that the Strategic Five United States Trust will outperform the DJIA over its
life or over consecutive rollover periods, if available.
<TABLE>
Value of $10,000 Invested January 1, 1973
<CAPTION>
Period DJIA Five DJIA
- --------- -------------- ------------
<S> <C> <C>
1973 $ 11,858 $ 8,684
1974 11,924 6,668
1975 19,620 9,635
1976 27,329 11,826
1977 26,012 10,324
1978 26,210 10,602
1979 31,415 11,718
1980 41,571 14,226
1981 42,881 13,743
1982 63,511 17,287
1983 91,138 21,721
1984 101,710 21,955
1985 139,343 29,152
1986 189,646 37,000
1987 184,430 39,228
1988 226,204 45,484
1989 249,933 59,908
1990 198,172 59,560
1991 309,187 73,813
1992 386,361 79,238
1993 535,766 92,503
1994 553,607 97,082
1995 789,278 132,507
1996 1,042,320 170,377
1997 1,330,835 212,596
</TABLE>
The following table sets forth a comparison of the hypothetical average annual
total return of the 2nd through 6th lowest priced stocks of the ten highest
yielding DJIA common stocks (the "DJIA Five" ) on a biennial basis with
the two-year average annual total returns of all common stocks comprising the
DJIA in the last 25 years. It should be noted that the common stocks
comprising the DJIA Five may not be the same stocks from year to year and may
not be the same common stocks as those included in the Strategic Five United
States Trust.
<TABLE>
COMPARISON OF TOTAL RETURNS(1)*
<CAPTION>
Two Year Period
Ended Dow Jones Industrial
December 31 DJIA Five Average
- ------------------- ----------- -------------------------
<S> <C> <C>
1974 2.99% 18.34%
1976 52.83 33.17
1978 (0.07) (5.32)
1980 32.71 15.84
1982 13.72 10.23
1984 24.04 12.70
1986 37.09 29.82
1988 10.41 10.87
1990 0.62 14.43
1992 41.48 15.34
1994 23.40 10.69
1996 36.16 32.48
1997 (one year) 27.68 24.78
* Source: Barron's, Bloomberg L.P., Dow Jones Corporation and Ibottson
Associates. The Sponsor has not independently verified this data but has no
reason to believe that this data is incorrect in any material respect.
Reasonable assumptions were relied on where data was either unavailable or
only partially available and these assumptions could have a material impact on
the historical performance calculations.
- ----------
<FN>
<F1>The DJIA Five for each period were identified by ranking the dividend yield
for each of the stocks in the DJIA by annualizing the last dividend paid (the
last dividend declared was used in cases when the stock was trading
ex-dividend as of the last day of the period) and dividing the result by the
stock's market value on the first day of trading on the New York Stock
Exchange in the period. The top ten highest dividend yielding stocks were then
ranked by price from highest to lowest. The absolute lowest priced stock was
eliminated and the next five lowest priced stocks were selected for the
comparison. Total Return for each period was calculated by taking the
difference between period-end prices and prices at the end of the following
period (adjusted for any stock splits and corporate spinoffs) and adding
dividends for the period. Historical total returns thus represent actual
stocks and real time; the results illustrate what an investor would have
obtained had the investor been invested in the related stocks in the periods
indicated. Total Return does not take into consideration any sales charges,
commissions, expenses or taxes that will be incurred by the Trust.
</TABLE>
Based on the total returns set forth in the table above, the average annual
total returns for the DJIA Five for the most recent complete three, five, ten,
twenty and twenty-five year periods were 33.27%, 29.23%, 24.79%, 22.87% and
22.03%, respectively. On the other hand, based on the total returns set forth
in the table above, the average annual total returns for the DJIA for the most
recent complete three, five, ten, twenty and twenty-five year periods were
29.86%, 21.82%, 18.41%, 16.33% and 13.01%, respectively.
The returns shown above represent past performance and are not guarantees of
future performance and should not be used as a predictor of returns to be
expected in connection with the Strategic Five United States Trust. Among
other factors, both stock prices (which may appreciate or depreciate) and
dividends (which may be increased, reduced or eliminated) will affect the
returns. A Unitholder in the Strategic Five United States Trust would not
necessarily realize as high a total return on an investment in the stocks upon
which the hypothetical returns shown above are based for the following
reasons: the total return figures shown above do not reflect sales charges,
commissions, Trust expenses or taxes; the Trusts are established at different
times of the year; the Trust may not be able to invest equally in the DJIA
Five and may not be fully invested at all times; and Equity Securities are
often purchased or sold at prices different from the closing prices used in
buying and selling Units.
The chart below represents past performance of the DJIA and the DJIA Five (but
does not represent possible performance of the Strategic Five United States
Trust which, as indicated above, includes certain expenses and commissions not
included in the chart) and should not be considered indicative of future
results. Further, results are hypothetical. The chart assumes that all
dividends during a year (including those on stocks trading ex-dividend as of
the last day of the period) are reinvested at the end of that year and does
not reflect sales charges, commissions, expenses or income taxes. Based on the
foregoing assumptions, the average annual returns (which represent the
percentage return derived by taking the sum of the initial investment and all
appreciation and dividends for the specified investment period) during the 25
year period ended December 31, 1997 were 22.03% and 13.01% for the DJIA Five
and the DJIA, respectively. There can be no assurance that the Strategic Five
United States Trust will outperform the DJIA over its life or over consecutive
rollover periods, if available.
<TABLE>
Value of $10,000 Invested January 1, 1973
<CAPTION>
Two Year
Period Ended
December 31 DJIA Five DJIA
- ------------------ -------------- ------------
<S> <C> <C>
1974 $ 10,608 $ 6,668
1976 24,776 11,826
1978 24,739 10,602
1980 43,568 14,226
1982 56,342 17,287
1984 86,683 21,955
1986 162,921 37,000
1988 198,599 45,484
1990 201,056 59,560
1992 402,456 79,238
1994 612,833 97,082
1996 1,136,146 170,377
1997 (one year) 1,450,631 212,596
</TABLE>
STRATEGIC THIRTY TRUST GLOBAL PORTFOLIO
- --------------------------------------------------------------------------
The Strategic Thirty Trust consists of thirty stocks which include the common
stocks of the ten companies in each of the DJIA, FT Index and Hang Seng Index
having the highest dividend yield as of the close of business three business
days prior to the Initial Date of Deposit. The Strategic Thirty Trust consists
of common stocks of the following thirty companies:
AT&T Corporation. AT&T Corporation provides communication services and
products. The company's products consist of network equipment and computer
systems, which service businesses, consumers, communication services providers
and government agencies. AT&T is involved in basic research as well as product
and service development and offers a general-purpose credit card and financial
and leasing services.
Chevron Corporation. Chevron Corporation is an international oil company with
activities in the United States and abroad. The company is involved in
worldwide, integrated petroleum operations which consist of exploring for,
developing and producing petroleum liquids and natural gas as well as
transporting the products. Chevron is also active in the mineral and chemical
industry.
DuPont (E.I.) de Nemours & Company. DuPont (E.I.) de Nemours and Company is a
research and technology-based company offering products including chemicals,
polymers, fibers and petroleum. The company serves worldwide markets in the
aerospace, agriculture, apparel, automotive, construction, packaging,
printing, refining and transportation industries.
Eastman Kodak Company. Eastman Kodak Company manufactures and markets imaging
products. The company makes photographic films and papers for various uses.
Eastman Kodak also develops, manufactures and markets traditional and digital
cameras, photographic plates and chemicals, processing and audiovisual
equipment, as well as document management products, applications software,
printers and other equipment.
Exxon Corporation. Exxon Corporation and its affiliated companies explore for
and produce crude oil and natural gas, manufacture petroleum products, and
transport and sell their products worldwide. Through a division, the company
manufactures and markets petrochemicals. Exxon and its affiliates explore for,
mine, and sell coal and other minerals.
General Motors Corporation. General Motors Corporation manufactures and sells
vehicles worldwide under the "Chevrolet", "Buick", "Cadillac", "Oldsmobile",
"Pontiac", "Saturn", and "GMC" names. The company also offers financing,
insurance, mortgage banking, and construction and operation of satellites.
International Paper Company. International Paper Company manufactures paper,
paperboard, packaging products, wood pulp, lumber, photosensitive films and
chemicals. The company produces writing and office supply products, envelopes,
business forms, photographic supplies and building products. International
Paper sells its products in the United States, Europe and the Pacific Rim.
J.P. Morgan & Company Incorporated. J.P. Morgan & Company Incorporated,
through subsidiaries, offers financial services to corporations, governments,
financial institutions, institutional investors, professional firms,
privately-held companies and individuals. The company offers loans, advises on
mergers, acquisitions and privatizations, underwrites debt and equity issues
and deals in government-issued securities worldwide.
Minnesota Mining & Manufacturing Company. Minnesota Mining & Manufacturing
Company is a diversified manufacturer of industrial, commercial and health
care products. The company produces and markets more than 60,000 products
worldwide. Minnesota's products include "Post-it" notes, "Wetordry"
sandpaper, "Scotchgard" fabric, film and photo protectors, "Thinsulate"
insulation products and "Algae Block" copper roofing.
Philip Morris Companies Inc. Philip Morris Companies Inc. is a consumer
packaged goods company. The company operates through five subsidiaries. Philip
Morris' products include "Bull's Eye", "Breakstone's", "Kraft", "Cambridge"
and "Marlboro" cigarettes, "Cracker Barrel" and "Polly-O" cheeses, "Crystal
Light", "Maxwell House", and "Miller", "Milwaukee's Best", and "Meister Brau"
beer.
Allied Domecq Plc. Allied Domecq Plc is an international food, drink and
hospitality group. The company owns the "Baskin Robbins" ice cream and
"Dunkin' Donuts" food chains and "Firkin" pubs chain. Through Hiram Walker,
the company also produces a wide range of brands, including "Ballantine's"
scotch whisky, "Canadian Club" Canadian whisky, "Kahlua", "Tia Maria",
"Beefeater Gin" and other brands.
BG Plc. BG Plc, through Transco International, provides gas transportation and
storage services to customers in Great Britain. The company also has
exploration and production, international downstream, research and technology
and property development activities.
Blue Circle Industries Plc. Blue Circle Industries Plc manufactures cement,
concrete, aggregates, bathroom fixtures and heating supplies. The company
produces cement, concrete and aggregates worldwide and manufactures and sells
furnaces, boilers, bathroom sinks, toilets and other fixtures in Europe. Blue
Circle also manages a 33,000 acre estate in the United Kingdom, develops real
estate and builds homes.
British Telecommunications Plc. British Telecommunications Plc provides
telecommunications services. The company provides local and long-distance
telephone call products and services in the United Kingdom, telephone exchange
lines to homes and businesses, international telephone calls to and from the
United Kingdom and telecommunications equipment for customers' premises.
British Telecommunications has operations internationally.
BTR Plc. BTR Plc is a holding company with subsidiaries in industrial,
transportation, construction, control systems and electrical and consumer
related divisions. The company produces and sells building products,
agricultural equipment and aircraft equipment and distributes electrical,
health care, environmental control and paper and printing products.
Courtaulds Plc. Courtaulds Plc produces items that protect and/or decorate
environments. The company manufactures fibers, films, coatings, chemicals,
packaging and performance materials and sealants. Courtaulds also manufactures
aerospace equipment and components. The company sells its products
internationally.
General Electric Company Plc. General Electric Company Plc manufactures power,
communications and defense equipment, electronic and power systems, consumer
goods, office and printing equipment, medical equipment and electronic
components. The company sells its products to the military and civil
industries, as well as the international and domestic consumer and business
markets.
Peninsular & Oriental Steam Navigation Company. The Peninsular & Oriental
Steam Navigation Company's primary activities include container and bulk
shipping, housebuilding, property investment, construction and development and
cruise, ferry and transport services. Peninsular & Oriental operates
worldwide.
Royal & Sun Alliance Insurance Group Plc. Royal & Sun Alliance Insurance Group
Plc is the holding company for the multinational insurance companies Sun
Alliance Group Plc and Royal Insurance Holdings Plc. The companies provide
major classes of general and life insurances to customers in the United
Kingdom, Australia, Canada, Scandinavia, South Africa and the United States.
Scottish Power Plc. Scottish Power Plc is an integrated power and energy group
that generates and supplies electricity and provides electrical power systems
throughout the United Kingdom. The group also provides water and waste water
services and operates in the gas and telecommunications sectors.
Amoy Properties Limited. Amoy Properties Limited is a property investment
company. The principal activities of the company are property investment and
investment holding, and through its subsidiaries, property investment for
rental income, car park management and property management.
Cathay Pacific Airways. Cathay Pacific Airways is a major airline operator
with services covering the Far East, the Middle East, Europe, North America
and South Africa. The company is also involved in aircraft engineering,
airline catering and airport security.
First Pacific Company Ltd. First Pacific Company Ltd. is an investment and
management company. The principal activities of its subsidiary companies are
marketing & distribution, telecommunications, property and banking.
Great Eagle Holdings Ltd. Great Eagle Holdings Ltd. is an investment holding
company. The principal activities of the subsidiaries are property
development, property investment, hotel and restaurant operations, trading of
building materials, share investment, provision of management and maintenance
services, property management, financing and insurance agency.
Hang Lung Development Company Limited. Hang Lung Development Company Limited,
through its subsidiaries, invests in and develops real estate for sale and for
rental income. The company also manages hotels and operates car park
businesses.
Henderson Investment Ltd. Henderson Investment Ltd. is an investment holding
company. The principal activities of its subsidiaries are property development
and investment, investment holding, retailing and hotel business.
Henderson Land Development Company Ltd. Henderson Land Development Company
Ltd. is a holding company whose operations include property development and
investment, project management, construction, property management, finance and
investment holding.
Hysan Development Company Ltd. Hysan Development Company Ltd. is an
investment holding company. Its subsidiaries are active in the field of
property investment, property development and capital market investment. The
company's profits mainly come from commercial rental income and luxury
residential property located in Hong Kong.
Shun Tak Holdings Ltd. Shun Tak Holdings Ltd. is involved in shipping,
property development, restaurant operations, air transportation and hotel
management in the Asia-Pacific region.
Wharf Holdings Ltd. Wharf Holdings Ltd. is involved in property,
infrastructure, hotels, terminal and warehousing, tunnel operations,
communication, management services and investment consultancy.
The following table compares the hypothetical performance of the Ten Highest
Dividend Yielding Stocks for the DJIA, FT Index and Hang Seng Index and a
combination of the Ten Highest Dividend Yielding Stocks in these indices (the
"Combined Thirty" ) with the performance of the DJIA, FT Index and Hang
Seng Index and a combination of the three indices (the "Average of Total
Returns" ) applying the Trust strategy on an annual basis in the past 20
years, as of December 31 in each of those years. The Average of Total Returns
statistics are based on a geometric, unweighted average of the companies
included in such indices, while the statistics for the Combined Thirty are
based on an approximately equal distribution (based on market price) of each
of the thirty stocks. The figures have been adjusted to take into account the
effect of currency exchange rate fluctuations of the U.S. dollar. It should be
noted that the common stocks comprising the Average of Total Returns may not
be the same stocks from year to year and may not be the same common stocks as
those included in the Strategic Thirty Global Trust.
<TABLE>
COMPARISON OF TOTAL RETURNS (2)
<CAPTION>
Strategy Total Returns Index Total Returns
----------------------------------------------- -----------------------------------
10 Highest Dividend Yielding
Stocks <F1>
-----------------------------------
Average
Hang Seng Combined Hang Seng of Total
Year DJIA FT Index Index Thirty DJIA FT Index Index Returns<F3>
- -------- --------- ----------- ------------- ----------- --------- ----------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1978 0.12% 9.99% 17.92% 9.34% 2.69% 8.57% 23.27% 11.51%
1979 12.37 4.57 67.81 28.25 10.52 10.46 80.78 33.92
1980 27.23 28.22 38.03 31.16 21.41 33.20 67.12 40.57
1981 7.52 (5.56) (5.87) (1.30) (3.40) (4.62) (11.61) (6.54)
1982 26.03 4.23 (38.76) (2.84) 25.79 0.24 (48.01) (7.33)
1983 38.75 44.54 (3.30) 26.66 25.65 22.23 (0.28) 15.87
1984 11.82 7.81 57.36 25.66 1.08 2.63 45.12 16.28
1985 29.45 75.73 43.30 49.50 32.78 55.28 52.26 46.77
1986 35.77 27.21 62.35 41.78 26.92 24.34 52.17 34.48
1987 5.93 46.38 (1.22) 17.03 6.02 38.04 (7.09) 12.33
1988 24.75 12.65 43.24 26.88 15.95 6.59 20.70 14.41
1989 25.08 25.66 7.85 19.53 31.71 22.61 10.36 21.56
1990 (7.57) 15.03 6.02 4.49 (0.58) 10.21 11.98 7.20
1991 34.86 8.95 51.11 31.64 23.93 15.15 48.59 29.22
1992 7.85 4.72 38.79 17.12 7.35 (2.22) 33.54 12.89
1993 26.93 36.40 109.72 57.68 16.74 19.38 123.15 53.09
1994 4.12 2.49 (35.60) (9.66) 4.95 1.75 (29.26) (7.52)
1995 36.58 12.03 16.07 21.56 36.49 18.03 27.34 27.29
1996 28.05 7.75 33.68 23.16 28.58 8.67 37.74 25.00
1997 21.98 10.66 (17.04) 5.20 24.78 12.21 (16.92) 6.69
</TABLE>
- ----------
The Ten Highest Dividend Yielding Stocks in the DJIA, FT Index and Hang Seng
Index, respectively, for any given period were selected by ranking the
dividend yields for each of the stocks in the respective index, as of the
beginning of the period, and dividing by that stock's market value on the
first trading day on the exchange where that stock principally trades in the
given period. The Combined Thirty merely averages the Total Return of the
stocks which comprise the Ten Highest Dividend Yielding Stocks in the DJIA, FT
Index and Hang Seng Index, respectively.
Total Return represents the sum of the percentage change in market value of
each group of stocks between the first trading day of a period and the total
dividends paid on each group of stocks during the period divided by the
opening market value of each group of stocks as of the first trading day of a
period. Total Return does not take into consideration any sales charges,
commission, expenses or taxes. Total Return does not take into consideration
any reinvestment of dividend income and all returns are stated in terms of the
United States dollar. Although the Trust seeks to achieve a better performance
than its respective index as a whole, there can be no assurance that the Trust
will achieve a better performance over its life or over consecutive rollover
periods, if available.
The Average of Total Returns for the individual years are calculated by using
a simple arithmetic average of the three indices for each period. There is no
published index combining the total returns of the three indices. It is not
representative of any recognized index and is purely hypothetical.
Based on the total returns set forth in the table above, the average annual
total returns for the Combined Thirty for the most recent complete three,
five, ten and twenty year periods were 16.35%, 17.54%, 18.55% and 19.97%,
respectively. On the other hand, based on the total returns set forth in the
table above, the average annual total returns for the combined DJIA, FT Index
and Hang Seng Index for the most recent complete three, five, ten and twenty
year periods were 19.29%, 19.17%, 17.99% and 18.21%, respectively.
The returns shown above represent past performance and are not guarantees of
future performance and should not be used as a predictor of returns to be
expected in connection with the Strategic Thirty Global Trust. Among other
factors, both stock prices (which may appreciate or depreciate) and dividends
(which may be increased, reduced or eliminated) will affect the returns. Had
the portfolio been available over the period indicated in the above table,
after deductions for expenses and sales charges and not accounting for taxes,
it would have underperformed the DJIA, the FT Index and the Hang Seng Index in
6, 8 and 14 out of the last 20 calendar years, respectively. Had the portfolio
been available over the periods indicated in the above table, after deductions
for expenses and sales charges and not accounting for taxes, it would have
underperformed the combined DJIA, FT Index and Hang Seng Index in 9 of the
last 20 calendar years. There can be no assurance that such Trust will
outperform the related indices over the life of such Trust or over consecutive
rollover periods, if available. A Unitholder in the Strategic Thirty Global
Trust would not necessarily realize as high a total return on an investment in
the stocks upon which the hypothetical returns shown above are based for the
following reasons: the total return figures shown above do not reflect sales
charges, commissions, Trust expenses or taxes; the Trusts are established at
different times of the year; the Trust may not be able to invest equally in
the Combined Thirty and may not be fully invested at all times; Equity
Securities are often purchased or sold at prices different from the closing
prices used in buying and selling Units; and currency exchange rates will be
different.
The chart below represents past performance of the Average of Total Returns
and the Combined Thirty (but not the Strategic Thirty Global Trust which as
indicated above includes certain expenses and commissions not included in the
chart) and should not be considered indicative of future results. Further,
results are hypothetical. The chart assumes that all dividends during a year
are reinvested at the end of that year and does not reflect commissions,
custodial fees or income taxes. The annual figures in the following table have
been adjusted to take into account the effect of currency exchange rate
fluctuations of the U.S. dollar as described in the footnotes below. Based on
the foregoing assumptions, the compound annual returns (which represent the
percentage return derived by taking the sum of the initial investment and all
appreciation and dividends for the specified investment period) during the 20
year period ended December 31, 1997 referred to in the table were 19.97% and
18.21% for the Combined Thirty and the Average of Total Returns, respectively.
There can be no assurance that the Strategic Thirty Global Trust will
outperform the Average of Total Returns over its life or over consecutive
rollover periods, if available.
<TABLE>
Value of $10,000 Invested January 1, 1978(1)(2)
<CAPTION>
Combined Average of
Period Thirty Total Returns
- --------- -------------- ------------------
<S> <C> <C>
1978 $ 10,934 $ 11,151
1979 14,023 14,934
1980 18,393 20,993
1981 18,154 19,619
1982 17,639 18,182
1983 22,343 21,067
1984 28,076 24,495
1985 41,973 35,952
1986 59,508 48,347
1987 69,641 54,306
1988 88,361 62,132
1989 105,618 75,527
1990 110,364 80,968
1991 145,280 104,629
1992 170,152 118,115
1993 268,303 180,823
1994 242,375 167,223
1995 294,631 212,851
1996 362,869 266,059
1997 381,731 284,079
- ----------
<FN>
<F1>The $10,000 initial investment was converted into British pounds sterling and
Hong Kong dollars, as applicable, using the opening exchange rate at the
beginning of each period.
<F2>The period-end total in British pounds sterling and Hong Kong dollars, as
applicable, was converted into U.S. dollars using the ending exchange rate.
This amount was then converted back into British pounds sterling and Hong Kong
dollars, as applicable, using the opening exchange rate at the beginning of
the next period.
</TABLE>
The following table compares the hypothetical average annual total returns of
the Ten Highest Dividend Yielding Stocks for the DJIA, FT Index and Hang Seng
Index and a combination of the Ten Highest Dividend Yielding Stocks in these
indices (the "Combined Thirty" ) with the average annual total returns
of the DJIA, FT Index and Hang Seng Index and a combination of the three
indices (the "Average of Total Returns" ) applying the Trust strategy
on a biennial basis in the past 20 years, as of December 31 in each two-year
period. The Average of Total Returns statistics are based on a geometric,
unweighted average of the companies included in such indices, while the
statistics for the Combined Thirty are based on an approximately equal
distribution (based on market price) of each of the thirty stocks. The figures
have been adjusted to take into account the effect of currency exchange rate
fluctuations of the U.S. dollar. It should be noted that the common stocks
comprising the Average of Total Returns may not be the same stocks from year
to year and may not be the same common stocks as those included in the
Strategic Thirty Global Trust.
<TABLE>
COMPARISON OF TOTAL RETURNS (2)
<CAPTION>
Strategy Total Returns Index Total Returns
---------------------------------------------- ----------------------------------
10 Highest Dividend Yielding
Stocks <F1>
----------------------------------
Two-Year Average
Period Ended Hang Seng Combined Hang Seng of Total
December 31 DJIA FT Index Index Thirty DJIA FT Index Index Returns<F3>
- --------------- -------- ----------- ------------- ----------- -------- ----------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1979 5.81% 5.18% 32.58% 14.78 6.53% 9.51% 49.28% 22.20
1981 14.37 5.54 12.31 10.85 8.30 12.71 21.54 14.62
1983 30.19 24.85 (19.06) 12.53 25.72 10.69 (27.91) 3.66
1985 22.21 42.77 45.94 38.51 15.85 26.24 48.65 30.64
1987 20.81 39.16 27.26 30.34 16.00 31.01 18.90 22.90
1989 26.66 15.88 25.82 23.10 23.58 14.32 15.41 17.93
1991 12.21 13.33 16.60 14.46 11.00 12.65 28.99 17.70
1993 18.83 17.81 52.10 29.59 11.95 8.04 72.63 31.46
1995 19.54 3.53 (19.45) 1.57 19.69 9.59 (5.09) 8.50
1997 30.79 7.73 3.03 15.05 26.67 10.43 6.97 15.48
</TABLE>
- ----------
The Ten Highest Dividend Yielding Stocks in the DJIA, FT Index and Hang Seng
Index, respectively, for any given period were selected by ranking the
dividend yields for each of the stocks in the respective index, as of the
beginning of the period, and dividing by that stock's market value on the
first trading day on the exchange where that stock principally trades in the
given period. The Combined Thirty merely averages the Total Return of the
stocks which comprise the Ten Highest Dividend Yielding Stocks in the DJIA, FT
Index and Hang Seng Index, respectively.
Total Return represents the sum of the percentage change in market value of
each group of stocks between the first trading day of a period and the total
dividends paid on each group of stocks during the period divided by the
opening market value of each group of stocks as of the first trading day of a
period. Total Return does not take into consideration any sales charges,
commission, expenses or taxes. Total Return does not take into consideration
any reinvestment of dividend income and all returns are stated in terms of the
United States dollar. Although the Trust seeks to achieve a better performance
than its respective index as a whole, there can be no assurance that the Trust
will achieve a better performance over its life or over consecutive rollover
periods, if available.
The Average of Total Returns for the periods are calculated by using a simple
arithmetic average of the three indices for each period. There is no published
index combining the total returns of the three indices. It is not
representative of any recognized index and is purely hypothetical.
Based on the total returns set forth in the table above, the average annual
total returns for the Combined Thirty for the most recent complete three,
five, ten and twenty year periods were 13.80%, 13.81%, 16.07% and 18.47%,
respectively. On the other hand, based on the total returns set forth in the
table above, the average annual total returns for the combined DJIA, FT Index
and Hang Seng Index for the most recent complete three, five, ten and twenty
year periods were 13.80%, 13.81%, 16.07% and 18.47%, respectively.
The returns shown above represent past performance and are not guarantees of
future performance and should not be used as a predictor of returns to be
expected in connection with the Strategic Thirty Global Trust. Among other
factors, both stock prices (which may appreciate or depreciate) and dividends
(which may be increased, reduced or eliminated) will affect the returns. There
can be no assurance that such Trust will outperform the related indices over
the life of such Trust or over consecutive rollover periods, if available. A
Unitholder in the Strategic Thirty Global Trust would not necessarily realize
as high a total return on an investment in the stocks upon which the
hypothetical returns shown above are based for the following reasons: the
total return figures shown above do not reflect sales charges, commissions,
Trust expenses or taxes; the Trusts are established at different times of the
year; the Trust may not be able to invest equally in the Combined Thirty and
may not be fully invested at all times; Equity Securities are often purchased
or sold at prices different from the closing prices used in buying and selling
Units; and currency exchange rates will be different.
The chart below represents past performance of the Average of Total Returns
and the Combined Thirty (but not the Strategic Thirty Global Trust which as
indicated above includes certain expenses and commissions not included in the
chart) and should not be considered indicative of future results. Further,
results are hypothetical. The chart assumes that all dividends during a year
are reinvested at the end of that year and does not reflect commissions,
custodial fees or income taxes. The annual figures in the following table have
been adjusted to take into account the effect of currency exchange rate
fluctuations of the U.S. dollar as described in the footnotes below. Based on
the foregoing assumptions, the compound annual returns (which represent the
percentage return derived by taking the sum of the initial investment and all
appreciation and dividends for the specified investment period) during the 20
year period ended December 31, 1997 referred to in the table were 18.47% and
18.47% for the Combined Thirty and the Average of Total Returns, respectively.
There can be no assurance that the Strategic Thirty Global Trust will
outperform the Average of Total Returns over its life or over consecutive
rollover periods, if available.
<TABLE>
Value of $10,000 Invested January 1, 1978(1)(2)
<CAPTION>
Two Year
Period Ended Combined Average of
December 31 Thirty Total Returns
- --------------- -------------- ------------------
<S> <C> <C>
1979 $ 13,174 $ 14,933
1981 16,188 19,619
1983 20,500 21,082
1985 39,326 35,979
1987 66,810 54,346
1989 101,248 75,585
1991 132,636 104,709
1993 222,742 180,961
1995 229,785 213,018
1997 296,568 284,079
</TABLE>
- ----------
The $10,000 initial investment was converted into British pounds sterling and
Hong Kong dollars, as applicable, using the opening exchange rate at the
beginning of each period.
The period-end total in British pounds sterling and Hong Kong dollars, as
applicable, was converted into U.S. dollars using the ending exchange rate.
This amount was then converted back into British pounds sterling and Hong Kong
dollars, as applicable, using the opening exchange rate at the beginning of
the next period.
STRATEGIC FIFTEEN TRUST GLOBAL PORTFOLIO
- --------------------------------------------------------------------------
The Strategic Fifteen Trust consists of common stocks of fifteen companies
comprising the five stocks in each of the DJIA, FT Index and Hang Seng Index
with the 2nd through 6th lowest per share stock price of the ten companies in
each index having the highest dividend yield as of the close of business three
business days prior to the Initial Date of Deposit. The Strategic Fifteen
Trust consists of common stocks of the following fifteen companies:
AT&T Corporation. AT&T Corporation provides communication services and
products. The company's products consist of network equipment and computer
systems, which service businesses, consumers, communication services providers
and government agencies. AT&T is involved in basic research as well as product
and service development and offers a general-purpose credit card and financial
and leasing services.
DuPont (E.I.) de Nemours & Company. DuPont (E.I.) de Nemours and Company is a
research and technology-based company offering products including chemicals,
polymers, fibers and petroleum. The company serves worldwide markets in the
aerospace, agriculture, apparel, automotive, construction, packaging,
printing, refining and transportation industries.
Exxon Corporation. Exxon Corporation and its affiliated companies explore for
and produce crude oil and natural gas; manufacture petroleum products; and
transport and sell their products worldwide. Through a division, the company
manufactures and markets petrochemicals. Exxon and its affiliates explore for,
mine, and sell coal and other minerals.
General Motors Corporation. General Motors Corporation manufactures and sells
vehicles worldwide under the "Chevrolet", "Buick", "Cadillac", "Oldsmobile",
"Pontiac", "Saturn", and "GMC" names. The company also offers financing,
insurance, mortgage banking, and construction and operation of satellites.
Philip Morris Companies Inc. Philip Morris Companies Inc. is a consumer
packaged goods company. The company operates through five subsidiaries. Philip
Morris' products include "Bull's Eye", "Breakstone's", "Kraft", "Cambridge"
and "Marlboro" cigarettes, "Cracker Barrel" and "Polly-O" cheeses, "Crystal
Light", "Maxwell House", and "Miller", "Milwaukee's Best", and "Meister Brau"
beer.
BG Plc. BG Plc, through Transco International, provides gas transportation and
storage services to customers in Great Britain. The company also has
exploration and production, international downstream, research and technology
and property development activities.
Blue Circle Industries Plc. Blue Circle Industries Plc manufactures cement,
concrete, aggregates, bathroom fixtures and heating supplies. The company
produces cement, concrete and aggregates worldwide and manufactures and sells
furnaces, boilers, bathroom sinks, toilets and other fixtures in Europe. Blue
Circle also manages a 33,000 acre estate in the United Kingdom, develops real
estate and builds homes.
British Telecommunications Plc. British Telecommunications Plc provides
telecommunications services. The company provides local and long-distance
telephone call products and services in the United Kingdom, telephone exchange
lines to homes and businesses, international telephone calls to and from the
United Kingdom and telecommunications equipment for customers' premises.
British Telecommunications has operations internationally.
BTR Plc. BTR Plc is a holding company with subsidiaries in industrial,
transportation, construction, control systems and electrical and consumer
related divisions. The company produces and sells building products,
agricultural equipment and aircraft equipment and distributes electrical,
health care, environmental control and paper and printing products.
General Electric Company Plc. General Electric Company Plc manufactures power,
communications and defense equipment, electronic and power systems, consumer
goods, office and printing equipment, medical equipment and electronic
components. The company sells its products to the military and civil
industries, as well as the international and domestic consumer and business
markets.
Amoy Properties Limited. Amoy Properties Limited is a property investment
company. The principal activities of the company are property investment and
investment holding, and through its subsidiaries, property investment for
rental income, car park management and property management.
Cathay Pacific Airways. Cathay Pacific Airways is a major airline operator
with services covering the Far East, the Middle East, Europe, North America
and South Africa. The company is also involved in aircraft engineering,
airline catering and airport security.
First Pacific Company. First Pacific Company Ltd. is an investment and
management company. The principal activities of its subsidiary companies are
marketing & distribution, telecommunications, property and banking.
Great Eagle Holdings Ltd. Great Eagle Holdings Ltd. is an investment holding
company. The principal activities of the subsidiaries are property
development, property investment, hotel and restaurant operations, trading of
building materials, share investment, provision o management and maintenance
services, property management, financing and insurance agency.
Henderson Investment Ltd. Henderson Investment Ltd. is an investment holding
company. The principal activities of its subsidiaries are property development
and investment, investment holding, retailing and hotel business.
The following table compares the hypothetical performance of the 2nd through
6th Lowest Priced of the Ten Highest Dividend Yielding Stocks in the DJIA, FT
Index and Hang Seng Index and a combination of the 2nd through 6th Lowest
Priced of the Ten Highest Dividend Yielding Stocks in these indices (the "
Combined Fifteen" ) with the performance of the DJIA, FT Index and Hang
Seng Index and a combination of the three indices (the "Average of Total
Returns" ) applying the Trust strategy on an annual basis in the past 20
years, as of December 31 in each of those years. The Average of Total Returns
statistics are based on a geometric, unweighted average of the companies
included in such indices, while the statistics for the Combined Fifteen are
based on an approximately equal distribution (based on market price) of each
of the fifteen stocks. The figures have been adjusted to take into account the
effect of currency exchange rate fluctuations of the U.S. dollar. It should be
noted that the common stocks comprising the Average of Total Returns may not
be the same stocks from year to year and may not be the same common stocks as
those included in the Strategic Fifteen Global Trust.
<TABLE>
COMPARISON OF TOTAL RETURNS (2)
<CAPTION>
Strategy Total Returns Index Total Returns
------------------------------------------------ -----------------------------------
2nd through 6th Lowest Priced of
the 10 Highest Dividend Yielding
Stocks <F1>
------------------------------------
Average of
Hang Seng Combined Hang Seng Total
Year DJIA FT Index Index Fifteen DJIA FT Index Index Returns<F3>
- ------- ---------- ----------- ------------- ----------- --------- ----------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1978 0.76% 11.07% 15.43% 9.09% 2.69% 8.57% 23.27% 11.51%
1979 19.86 8.37 63.10 30.44 10.52 10.46 80.78 33.92
1980 32.33 29.67 54.56 38.86 21.41 33.20 67.12 40.57
1981 3.15 (9.78) (10.57) (5.73) (3.40) (4.62) (11.61) (6.54)
1982 48.11 24.16 (44.47) 9.27 25.79 0.24 (48.01) (7.33)
1983 43.50 48.30 (4.07) 29.24 25.65 22.23 (0.28) 15.87
1984 11.60 7.76 35.83 18.40 1.08 2.63 45.12 16.28
1985 37.00 80.71 40.96 52.89 32.78 55.28 52.26 46.77
1986 36.10 19.72 57.82 37.88 26.92 24.34 52.17 34.48
1987 (2.75) 45.69 (0.89) 14.02 6.02 38.04 (7.09) 12.33
1988 22.65 13.20 57.20 31.02 15.95 6.59 20.70 14.41
1989 10.49 30.75 7.10 16.11 31.71 22.61 10.36 21.56
1990 (20.71) 10.98 7.54 (0.73) (0.58) 10.21 11.98 7.20
1991 56.02 5.90 65.96 42.63 23.93 15.15 48.59 29.22
1992 24.96 2.25 45.54 24.25 7.35 (2.22) 33.54 12.89
1993 38.67 38.27 106.81 61.25 16.74 19.38 123.15 53.09
1994 3.33 3.67 (30.46) (7.82) 4.95 1.75 (29.26) (7.52)
1995 42.57 2.62 4.48 16.56 36.49 18.03 27.34 27.29
1996 32.06 (0.49) 26.55 19.37 28.58 8.67 37.74 25.00
1997 27.68 (9.45) (16.82) 0.47 24.78 12.21 (16.92) 6.69
</TABLE>
- ----------
The Second through Sixth Lowest Priced Stocks of the Ten Highest Dividend
Yielding Stocks in the DJIA, FT Index and Hang Seng Index, respectively, for
any given period were selected by ranking the dividend yields for each of the
stocks in the respective index, as of the beginning of the period, and
dividing by that stock's market value on the first trading day on the exchange
where that stock principally trades in the given period. The Combined Fifteen
merely averages the Total Return of the stocks which comprise the Second
through Sixth Lowest Priced Stocks of the Ten Highest Dividend Yielding Stocks
in the DJIA, FT Index and Hang Seng Index, respectively.
Total Return represents the sum of the percentage change in market value of
each group of stocks between the first trading day of a period and the total
dividends paid on each group of stocks during the period divided by the
opening market value of each group of stocks as of the first trading day of a
period. Total Return does not take into consideration any sales charges,
commission, expenses or taxes. Total Return does not take into consideration
any reinvestment of dividend income and all returns are stated in terms of the
United States dollar. Although the Trust seeks to achieve a better performance
than its respective index as a whole, there can be no assurance that the Trust
will achieve a better performance over its life or over consecutive rollover
periods, if available.
The Average of Total Returns for the individual years are calculated by using
a simple arithmetic average of the three indices for each period. There is no
published index combining the total returns of the three indices. It is not
representative of any recognized index and is purely hypothetical.
Based on the total returns set forth in the table above, the average annual
total returns for the Combined Fifteen for the most recent complete three,
five, ten and twenty year periods were 11.81%, 15.75%, 18.72% and 20.49%,
respectively. On the other hand, based on the total returns set forth in the
table above, the average annual total returns for the combined DJIA, FT Index
and Hang Seng Index for the most recent complete three, five, ten and twenty
year periods were 19.29%, 19.17%, 17.99% and 18.21%, respectively.
The returns shown above represent past performance and are not guarantees of
future performance and should not be used as a predictor of returns to be
expected in connection with the Strategic Fifteen Trust. Among other factors,
both stock prices (which may appreciate or depreciate) and dividends (which
may be increased, reduced or eliminated) will affect the returns. Had the
portfolio been available over the period indicated in the above table, after
deductions for expenses and sales charges and not accounting for taxes, it
would have underperformed the DJIA, the FT Index and the Hang Seng Index in 8,
7 and 11 out of the last 20 calendar years, respectively. Had the portfolio
been available over the periods indicated in the above table, after deductions
for expenses and sales charges and not accounting for taxes, it would have
underperformed the combined DJIA, FT Index and Hang Seng Index in 9 of the
last 20 calendar years. There can be no assurance that such Trust will
outperform the related indices over the life of such Trust or over consecutive
rollover periods, if available. A Unitholder in the Strategic Fifteen Global
Trust would not necessarily realize as high a total return on an investment in
the stocks upon which the hypothetical returns shown above are based for the
following reasons: the total return figures shown above do not reflect sales
charges, commissions, Trust expenses or taxes; the Trusts are established at
different times of the year; the Trust may not be able to invest equally in
the Combined Fifteen and may not be fully invested at all times; Equity
Securities are often purchased or sold at prices different from the closing
prices used in buying and selling Units; and currency exchange rates will be
different.
The chart below represents past performance of the Average of Total Returns
and the Combined Fifteen (but not the Strategic Fifteen Global Trust which as
indicated above includes certain expenses and commissions not included in the
chart) and should not be considered indicative of future results. Further,
results are hypothetical. The chart assumes that all dividends during a year
are reinvested at the end of that year and does not reflect commissions,
custodial fees or income taxes. The annual figures in the following table have
been adjusted to take into account the effect of currency exchange rate
fluctuations of the U.S. dollar as described in the footnotes below. Based on
the foregoing assumptions, the compound annual returns (which represent the
percentage return derived by taking the sum of the initial investment and all
appreciation and dividends for the specified investment period) during the 20
year period ended December 31, 1997 referred to in the table were 20.49% and
18.21% for the Combined Fifteen and the Average of Total Returns,
respectively. There can be no assurance that the Strategic Fifteen Global
Trust will outperform the Average of Total Returns over its life or over
consecutive rollover periods, if available.
<TABLE>
Value of $10,000 Invested January 1, 1978(1)(2)
<CAPTION>
Average
Combined of Total
Period Fifteen Returns
- --------- -------------- -------------
<S> <C> <C>
1978 $ 10,909 $ 11,151
1979 14,230 14,933
1980 19,758 20,993
1981 18,626 19,619
1982 20,351 18,182
1983 26,303 21,082
1984 31,142 24,513
1985 47,613 35,979
1986 65,648 48,383
1987 74,850 54,346
1988 98,066 62,179
1989 113,868 75,585
1990 113,036 81,029
1991 161,220 104,709
1992 200,316 118,206
1993 323,010 180,961
1994 297,750 167,353
1995 347,048 213,018
1996 414,283 266,266
1997 416,230 284,079
- ----------
<FN>
<F1>The $10,000 initial investment was converted into British pounds sterling and
Hong Kong dollars, as applicable, using the opening exchange rate at the
beginning of each period.
<F2>The period-end total in British pounds sterling and Hong Kong dollars, as
applicable, was converted into U.S. dollars using the ending exchange rate.
This amount was then converted back into British pounds sterling and Hong Kong
dollars, as applicable, using the opening exchange rate at the beginning of
the next period.
</TABLE>
The following table compares the hypothetical average annual total returns of
the 2nd through 6th Lowest Priced of the Ten Highest Dividend Yielding Stocks
in the DJIA, FT Index and Hang Seng Index and a combination of the 2nd through
6th Lowest Priced of the Ten Highest Dividend Yielding Stocks in these indices
(the "Combined Fifteen" ) with the average annual total returns of the
DJIA, FT Index and Hang Seng Index and a combination of the three indices (the
"Average of Total Returns" ) applying the Trust strategy on a biennial
basis in the past 20 years, as of December 31 in each two-year period. The
Average of Total Returns statistics are based on a geometric, unweighted
average of the companies included in such indices, while the statistics for
the Combined Fifteen are based on an approximately equal distribution (based
on market price) of each of the fifteen stocks. The figures have been adjusted
to take into account the effect of currency exchange rate fluctuations of the
U.S. dollar. It should be noted that the common stocks comprising the Average
of Total Returns may not be the same stocks from year to year and may not be
the same common stocks as those included in the Strategic Fifteen Global Trust.
<TABLE>
COMPARISON OF TOTAL RETURNS (2)
<CAPTION>
Strategy Total Returns Index Total Returns
---------------------------------------------- ----------------------------------
2nd through 6th Lowest Priced of
the 10 Highest Dividend Yielding
Stocks <F1>
----------------------------------
Two Year Average of
Period Ended Hang Seng Combined Hang Seng Total
December 31 DJIA FT Index Index Fifteen DJIA FT Index Index Returns<F3>
- --------------- -------- ----------- ------------- ----------- -------- ----------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1979 6.22% 5.44% 31.07% 14.56% 6.53% 9.51% 49.28% 22.20%
1981 13.67 9.60 22.53 15.33 8.30 12.71 21.54 14.62
1983 44.12 29.82 (18.73) 19.93 25.72 10.69 (27.91) 3.66
1985 21.56 46.50 29.42 33.99 15.85 26.24 48.65 30.64
1987 25.01 36.82 26.00 30.72 16.00 31.01 18.90 22.90
1989 25.46 17.41 30.11 25.01 23.58 14.32 15.41 17.93
1991 15.64 11.56 15.18 15.64 11.00 12.65 28.99 17.70
1993 35.39 19.39 62.96 39.30 11.95 8.04 72.63 31.46
1995 20.13 1.63 (20.97) 0.56 19.69 9.59 (5.09) 8.50
1997 23.96 2.05 0.96 11.80 26.67 10.43 6.97 15.48
</TABLE>
- ----------
The Second through Sixth Lowest Priced Stocks of the Ten Highest Dividend
Yielding Stocks in the DJIA, FT Index and Hang Seng Index, respectively, for
any given period were selected by ranking the dividend yields for each of the
stocks in the respective index, as of the beginning of the period, and
dividing by that stock's market value on the first trading day on the exchange
where that stock principally trades in the given period. The Combined Fifteen
merely averages the Total Return of the stocks which comprise the Second
through Sixth Lowest Priced Stocks of the Ten Highest Dividend Yielding Stocks
in the DJIA, FT Index and Hang Seng Index, respectively.
Total Return represents the sum of the percentage change in market value of
each group of stocks between the first trading day of a period and the total
dividends paid on each group of stocks during the period divided by the
opening market value of each group of stocks as of the first trading day of a
period. Total Return does not take into consideration any sales charges,
commission, expenses or taxes. Total Return does not take into consideration
any reinvestment of dividend income and all returns are stated in terms of the
United States dollar. Although the Trust seeks to achieve a better performance
than its respective index as a whole, there can be no assurance that the Trust
will achieve a better performance over its life or over consecutive rollover
periods, if available.
The Average of Total Returns for the periods are calculated by using a simple
arithmetic average of the three indices for each period. There is no published
index combining the total returns of the three indices. It is not
representative of any recognized index and is purely hypothetical.
Based on the total returns set forth in the table above, the average annual
total returns for the Combined Fifteen for the most recent complete three,
five, ten and twenty year periods were 9.59%, 13.64%, 17.27% and 19.93%,
respectively. On the other hand, based on the total returns set forth in the
table above, the average annual total returns for the combined DJIA, FT Index
and Hang Seng Index for the most recent complete three, five, ten and twenty
year periods were 19.29%, 19.17%, 17.99% and 18.21%, respectively.
The returns shown above represent past performance and are not guarantees of
future performance and should not be used as a predictor of returns to be
expected in connection with the Strategic Fifteen Trust. Among other factors,
both stock prices (which may appreciate or depreciate) and dividends (which
may be increased, reduced or eliminated) will affect the returns. There can be
no assurance that such Trust will outperform the related indices over the life
of such Trust or over consecutive rollover periods, if available. A Unitholder
in the Strategic Fifteen Global Trust would not necessarily realize as high a
total return on an investment in the stocks upon which the hypothetical
returns shown above are based for the following reasons: the total return
figures shown above do not reflect sales charges, commissions, Trust expenses
or taxes; the Trusts are established at different times of the year; the Trust
may not be able to invest equally in the Combined Fifteen and may not be fully
invested at all times; Equity Securities are often purchased or sold at prices
different from the closing prices used in buying and selling Units; and
currency exchange rates will be different.
The chart below represents past performance of the Average of Total Returns
and the Combined Thirty (but not the Strategic Thirty Global Trust which as
indicated above includes certain expenses and commissions not included in the
chart) and should not be considered indicative of future results. Further,
results are hypothetical. The chart assumes that all dividends during a year
are reinvested at the end of that year and does not reflect commissions,
custodial fees or income taxes. The annual figures in the following table have
been adjusted to take into account the effect of currency exchange rate
fluctuations of the U.S. dollar as described in the footnotes below. Based on
the foregoing assumptions, the compound annual returns (which represent the
percentage return derived by taking the sum of the initial investment and all
appreciation and dividends for the specified investment period) during the 20
year period ended December 31, 1997 were 19.93% and 18.21% for the Combined
Thirty and the Average of Total Returns, respectively. There can be no
assurance that the Strategic Thirty Global Trust will outperform the Average
of Total Returns over its life or over consecutive rollover periods, if
available.
<TABLE>
Value of $10,000 Invested January 1, 1978(1)(2)
<CAPTION>
Two Year Average
Period Ended Combined of Total
December 31 Fifteen Returns
- --------------- -------------- -------------
<S> <C> <C>
1979 $ 13,123 $ 14,933
1981 17,457 19,619
1983 25,107 21,082
1985 45,074 35,979
1987 77,021 54,346
1989 120,355 75,585
1991 160,953 104,709
1993 312,341 180,961
1995 315,838 213,018
1997 378,987 284,079
</TABLE>
- ----------
The $10,000 initial investment was converted into British pounds sterling and
Hong Kong dollars, as applicable, using the opening exchange rate at the
beginning of each period.
The period-end total in British pounds sterling and Hong Kong dollars, as
applicable, was converted into U.S. dollars using the ending exchange rate.
This amount was then converted back into British pounds sterling and Hong Kong
dollars, as applicable, using the opening exchange rate at the beginning of
the next period.
STRATEGIC PICKS OPPORTUNITY TRUST
- --------------------------------------------------------------------------
The Strategic Picks Opportunity Trust consists of a diversified portfolio of
10 different issues of Securities selected by implementing the following
investment strategy. Beginning with the MSCI USA Index, all stocks of
companies in the financial or utility sectors and stocks included in the Dow
Jones Industrial Average are removed. This pool of stocks is screened for only
those companies that have positive one- and three-year sales and earnings
growth rates and two years positive dividend growth. The remaining stocks are
ranked highest to lowest by annual trading volume and only the top 75% are
retained. The remaining stocks, which then comprise the "Strategic Picks
Subset," are ranked by dividend yield and the ten highest-yielding stocks
are selected for the Strategic Picks Trust portfolio. All of the Securities
are listed on a national securities exchange, the NASDAQ National Market
System or are traded in the over-the-counter market. The following is a
general description of each of the companies that are included in the
Strategic Picks Trust.
Amoco Corporation. Amoco Corporation is a worldwide integrated petroleum and
chemical company. Through its subsidiaries, Amoco explores for and produces
crude oil and natural gas worldwide. The company also manufactures, transports
and markets petroleum products and chemicals.
Anheuser-Busch Companies, Inc. Anheuser-Busch Companies, Inc. is a diversified
corporation whose subsidiaries include a brewery organization, a theme park
operator and an aluminum beverage container manufacturer/recycler. The company
also has interests in malt production, rice milling, real estate development,
turf farming, creative services, metallized and paper label printing, railcar
repair and transportation services.
Bell Atlantic Corporation. Bell Atlantic Corporation provides a wide variety
of phone and cable-TV services throughout the northeast and mid-Atlantic
regions. The company's telecommunications services include local and wireless
phone services. Bell Atlantic will offer long distance services within a
13-state region.
Chrysler Corporation. Chrysler Corporation, researches, designs, manufactures,
assembles and sells cars, trucks and related parts and accessories. The
company's automobiles are sold under the brand names "Chrysler", "Dodge",
"Plymouth", "Eagle" and "Jeep."
General Motors Corporation-Class H. General Motors Corporation-Class H stock
represents GM Hughes Electronics. The company produces weapons, radar,
communications and auto electronics. Hughes sells to the aerospace, defense
and automotive industries.
Genuine Parts Company. Genuine Parts Company distributes replacement
automobile and industrial parts and office products. The company operates 63
"NAPA" automobile parts warehouse distribution centers in the United States.
Genuine's other products include industrial bearings, power transmission
equipment, material handling components, agricultural and irrigation
equipment, office furniture, machines, and supplies.
Heinz (H.J.) Company. Heinz (H.J.) Company manufactures and markets food
products. The company produces ketchup, sauces, vinegar, pickles, canned tuna,
pet food, baby food, meat products, corn syrup and other items. Heinz's
subsidiary, Weight Watchers International, operates and franchises weight
control centers and licenses diet foods to other manufacturers. The company
sells its products internationally.
Mobil Corporation. Mobil Corporation is a major integrated, international oil
company with interests in petrochemicals and plastics. The company explores
for, produces and markets oil, gas and petroleum products worldwide. Mobil
also produces and markets petrochemicals, industrial and consumer plastics and
lubricants. Other activities include research and development support for its
businesses.
Norfolk Southern Corporation. Norfolk Southern Corporation, a holding company,
owns Norfolk Southern Railway Company, a freight railroad and North American
Van Lines, Inc., a motor carrier. In addition, through Pocahontas Land
Corporation, the company also produces natural resources. The railroad
system's lines extend over 14,300 miles of road in 20 of the United States
and the Province of Ontario.
SBC Communications Inc. SBC Communications Inc. is a telecommunications
company with wireless customers across the United States, as well as
investments in telecommunications businesses in nine countries. The company
offers a wide range of services, including local and long-distance telephone
service, wireless communications, paging, Internet access, cable TV and
messaging and other products and services.
The following table sets forth a comparison of the hypothetical total return
of the ten highest yielding common stocks selected in accordance with the
investment strategy utilized by the Strategic Picks Trust (the "Strategy
Stocks" ) applied on a biennial basis with the one-year total returns of
all common stocks comprising the S&P 500, the Dow Jones Industrial Average and
the MSCI USA Index. It should be noted that the common stocks comprising the
Strategy Stocks may not be the same stocks from year to year and may not be
the same common stocks as those included in the Strategic Picks Trust.
<TABLE>
COMPARISON OF TOTAL RETURNS(1)*
<CAPTION>
Standard & Poor's Dow Jones
Year Strategy Stocks 500 Index Industrial Average MSCI USA Index
- -------- ---------------- ------------------ ------------------ -------------------
<S> <C> <C> <C> <C>
1978 13.26% 6.39% 2.69% 6.00%
1979 17.00 18.19 10.52 13.86
1980 40.64 31.52 21.41 27.97
1981 5.09 (4.84) (3.40) (3.50)
1982 39.84 20.37 25.79 20.13
1983 17.66 22.31 25.68 21.11
1984 10.89 5.97 1.06 5.71
1985 46.11 31.05 32.78 31.04
1986 34.86 18.54 26.91 17.02
1987 11.38 5.67 6.02 4.41
1988 16.05 16.34 15.95 15.34
1989 31.87 31.21 31.71 30.21
1990 0.52 (3.13) (0.57) (1.89)
1991 47.88 30.00 23.93 30.17
1992 2.26 7.43 7.34 7.06
1993 7.32 9.92 16.72 9.82
1994 9.91 1.28 4.95 2.05
1995 38.10 37.11 36.48 37.04
1996 23.90 22.68 28.58 23.36
1997 28.64 33.10 24.78 33.35
</TABLE>
* Source: Barron's, Fact Set, Bloomberg, Morgan Stanley Capital International
and The Wall Street Journal. The Sponsor has not independently verified this
data but has no reason to believe that this data is incorrect in any material
respect.
- ----------
The Strategy Stocks for each period were identified by ranking the dividend
yield for each of the stocks in the Strategic Picks Subset by annualizing the
last dividend paid (the last dividend declared was used in cases when the
stock was trading ex-dividend as of the last day of the period) and dividing
the result by the stock's market value on the first day of trading on the New
York Stock Exchange in the period. Total Return for each period was calculated
by taking the difference between period-end prices and prices at the end of
the following period (adjusted for any stock splits and corporate spinoffs)
and adding dividends for the period. If the dividend yield for two companies
was the same in any period, the company with the largest market capitalization
was utilized. Historical total returns thus represent actual stocks and real
time; the results illustrate what an investor would have obtained had the
investor been invested in the related stocks in the periods indicated. Total
Return does not take into consideration any sales charges, commissions,
expenses or taxes that will be incurred by the Strategic Picks Trust or
Unitholders.
Based on the hypothetical total returns set forth in the table above, the
average annual total returns for the Strategy Stocks for the most recent
three, five, ten and twenty calendar year periods were 30.08%, 21.02%, 19.70%
and 21.28%, respectively. Based on the hypothetical total returns set forth in
the table above, the average annual total returns for the S&P 500 for the most
recent three, five, ten and twenty calendar year periods were 30.82%, 20.04%,
17.80% and 16.37%, respectively. Based on the hypothetical returns set forth
in the table above, the average annual total returns for the DJIA for the most
recent three, five, ten and twenty calendar year periods were 29.86%, 21.82%,
18.41% and 16.33%, respectively. Based on the hypothetical returns set forth
in the table above, the average annual total returns for the MSCI USA Index
for the most recent three, five, ten and twenty calendar year periods were
31.12%, 20.37%, 17.90% and 15.87%, respectively.
The hypothetical returns shown above represent past performance and are not
guarantees of future performance and should not be used as a predictor of
returns to be expected in connection with the Strategic Picks Trust. Among
other factors, both stock prices (which may appreciate or depreciate) and
dividends (which may be increased, reduced or eliminated) will affect the
returns. Had the portfolio been available over the periods indicated in the
above table, after deductions for expenses and sales charges and not
accounting for taxes, it would have underperformed the S&P 500, the DJIA and
the MSCI USA Index in 6, 4 and 4 of the last 20 calendar years, respectively.
There can be no assurance that the Strategic Picks Trust will outperform the
S&P 500, the Dow Jones Industrial Average or the MSCI USA Index over the life
of such Trust or over consecutive rollover periods, if available. A Unitholder
would not necessarily realize as high a total return on an investment in the
stocks upon which the hypothetical returns shown above are based for the
following reasons: the hypothetical total return figures shown above do not
reflect sales charges, commissions, Trust expenses or taxes; the Trusts are
established at different times of the year; the Trust may not be able to
invest equally in the Strategy Stocks and may not be fully invested at all
times; and Equity Securities are often purchased or sold at prices different
from the closing prices used in buying and selling Units.
The chart below represents past performance of the Strategy Stocks, S&P 500,
the Dow Jones Industrial Average and the MSCI USA Index (but does not
represent possible performance of the Strategic Picks Trust which, as
indicated above, includes certain expenses and commissions not included in the
chart) and should not be considered indicative of future results. Further,
results are hypothetical. The chart assumes that all dividends during a year
(including those on stocks trading ex-dividend as of the last day of the year)
are reinvested at the end of that year and does not reflect sales charges,
commissions, expenses or income taxes. Based on the foregoing assumptions, the
average annual returns (which represent the percentage return derived by
taking the sum of the initial investment and all appreciation and dividends
for the specified investment period) during the period ended December 31, 1997
were 21.28%, 16.37%, 16.33% and 15.87% for the Strategy Stocks, the S&P 500,
the Dow Jones Industrial Average and the MSCI USA Index, respectively. There
can be no assurance that the Strategic Picks Trust will outperform the S&P
500, the Dow Jones Industrial Average or the MSCI USA Index over its life or
over consecutive rollover periods, if available.
<TABLE>
Value of $10,000 Invested January 1, 1978
<CAPTION>
Standard & Dow Jones MSCI
Strategy Poor's 500 Industrial USA
Period Stocks Index Average Index
- --------- -------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
1978 $ 11,326 $ 10,639 $ 10,269 $ 10,600
1979 13,251 12,574 11,349 12,069
1980 18,637 16,538 13,779 15,445
1981 19,585 15,737 13,331 14,904
1982 27,388 18,943 16,744 17,905
1983 32,225 23,169 21,038 21,684
1984 35,734 24,552 21,265 22,922
1985 52,211 32,176 28,236 30,038
1986 70,412 38,141 35,837 35,150
1987 78,425 40,304 37,995 36,700
1988 91,012 46,889 44,055 42,330
1989 120,018 61,523 58,025 55,118
1990 120,642 59,598 57,688 54,076
1991 178,406 77,477 71,493 70,391
1992 182,438 83,234 76,748 75,360
1993 195,792 91,490 89,596 82,761
1994 215,195 92,661 94,031 84,457
1995 297,184 127,048 128,342 115,740
1996 368,211 155,863 165,022 142,777
1997 473,667 207,453 205,915 190,393
</TABLE>
The following table sets forth a comparison of the hypothetical average annual
total returns of the ten highest yielding common stocks selected in accordance
with the investment strategy utilized by the Strategic Picks Trust (the "
Strategy Stocks" ) applied on a biennial basis with the two-year average
annual total returns of all common stocks comprising the S&P 500, the Dow
Jones Industrial Average and the MSCI USA Index. It should be noted that the
common stocks comprising the Strategy Stocks may not be the same stocks from
period to period and may not be the same common stocks as those included in
the Strategic Picks Trust.
<TABLE>
COMPARISON OF TOTAL RETURNS(1)*
<CAPTION>
Two Year Dow Jones
Period Standard & Industrial
Ended December 31 Strategy Stocks Poor's 500 Index Average MSCI USA Index
- -------------------- --------------- ---------------- ---------------- -----------------
<S> <C> <C> <C> <C>
1979 12.07% 12.13% 6.53% 9.86%
1981 22.24 11.87 8.30 11.13
1983 30.59 21.34 25.72 20.62
1985 23.43 17.84 15.85 17.70
1987 21.44 11.92 16.00 10.54
1989 22.15 23.55 23.58 22.55
1991 11.27 12.22 11.00 13.01
1993 0.49 8.67 11.95 8.43
1995 21.47 17.84 19.69 18.26
1997 25.15 27.78 26.67 28.26
</TABLE>
* Source: Barron's, Fact Set, Bloomberg, Morgan Stanley Capital International
and The Wall Street Journal. The Sponsor has not independently verified this
data but has no reason to believe that this data is incorrect in any material
respect.
- ----------
The Strategy Stocks for each period were identified by ranking the dividend
yield for each of the stocks in the Strategic Picks Subset by annualizing the
last dividend paid (the last dividend declared was used in cases when the
stock was trading ex-dividend as of the last day of the period) and dividing
the result by the stock's market value on the first day of trading on the New
York Stock Exchange in the period. Total Return for each period was calculated
by taking the difference between period-end prices and prices at the end of
the following period (adjusted for any stock splits and corporate spinoffs)
and adding dividends for the period. If the dividend yield for two companies
was the same in any period, the company with the largest market capitalization
was utilized. Historical total returns thus represent actual stocks and real
time; the results illustrate what an investor would have obtained had the
investor been invested in the related stocks in the periods indicated. Total
Return does not take into consideration any sales charges, commissions,
expenses or taxes that will be incurred by the Strategic Picks Trust or
Unitholders.
Based on the hypothetical total returns set forth in the table above, the
average annual total returns for the Strategy Stocks for the most recent
three, five, ten and twenty calendar year periods were 28.12%, 17.94%, 15.74%
and 18.73%, respectively. Based on the hypothetical total returns set forth in
the table above, the average annual total returns for the S&P 500 for the most
recent three, five, ten and twenty calendar year periods were 30.82%, 20.04%,
17.80% and 16.37%, respectively. Based on the hypothetical returns set forth
in the table above, the average annual total returns for the DJIA for the most
recent three, five, ten and twenty calendar year periods were 29.86%, 21.12%,
18.41% and 16.33%, respectively. Based on the hypothetical returns set forth
in the table above, the average annual total returns for the MSCI USA Index
for the most recent three, five, ten and twenty calendar year periods were
31.12%, 20.37%, 17.90% and 15.87%, respectively.
The hypothetical returns shown above represent past performance and are not
guarantees of future performance and should not be used as a predictor of
returns to be expected in connection with the Strategic Picks Trust. Among
other factors, both stock prices (which may appreciate or depreciate) and
dividends (which may be increased, reduced or eliminated) will affect the
returns. Had the portfolio been available over the periods indicated in the
above table, after deductions for expenses and sales charges and not
accounting for taxes, it would have underperformed the S&P 500, the DJIA and
the MSCI USA Index in 5, 3 and 4 of the last 10 two-year periods,
respectively. There can be no assurance that the Strategic Picks Trust will
outperform the S&P 500, the Dow Jones Industrial Average or the MSCI USA Index
over the life of such Trust or over consecutive rollover periods, if
available. A Unitholder would not necessarily realize as high a total return
on an investment in the stocks upon which the hypothetical returns shown above
are based for the following reasons: the hypothetical total return figures
shown above do not reflect sales charges, commissions, Trust expenses or
taxes; the Trusts are established at different times of the year; the Trust
may not be able to invest equally in the Strategy Stocks and may not be fully
invested at all times; and Equity Securities are often purchased or sold at
prices different from the closing prices used in buying and selling Units.
The chart below represents past performance of the Strategy Stocks, S&P 500,
the Dow Jones Industrial Average and the MSCI USA Index (but does not
represent possible performance of the Strategic Picks Trust which, as
indicated above, includes certain expenses and commissions not included in the
chart) and should not be considered indicative of future results. Further,
results are hypothetical. The chart assumes that all dividends during a period
(including those on stocks trading ex-dividend as of the last day of the
period) are reinvested at the end of that period and does not reflect sales
charges, commissions, expenses or income taxes. Based on the foregoing
assumptions, the average annual returns (which represent the percentage return
derived by taking the sum of the initial investment and all appreciation and
dividends for the specified investment period) during the period ended
December 31, 1997 were 18.73%, 16.37%, 16.33% and 15.87% for the Strategy
Stocks, the S&P 500, the Dow Jones Industrial Average and the MSCI USA Index,
respectively. There can be no assurance that the Strategic Picks Trust will
outperform the S&P 500, the Dow Jones Industrial Average or the MSCI USA Index
over its life or over consecutive rollover periods, if available.
<TABLE>
Value of $10,000 Invested January 1, 1978
<CAPTION>
Two Year Standard & Dow Jones MSCI
Period Ended Strategy Poor's 500 Industrial USA
December 31 Stocks Index Average Index
- ---------------- ------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
1979 $ 12,561 $ 12,574 $ 11,349 $ 12,069
1981 18,769 15,737 13,311 14,904
1983 32,008 23,169 21,038 21,684
1985 48,765 32,176 28,236 30,038
1987 71,920 40,304 37,995 36,700
1989 107,317 61,523 58,025 55,118
1991 132,880 77,477 71,493 70,391
1993 134,185 91,490 89,596 82,761
1995 197,995 127,048 128,342 115,740
1997 310,128 207,453 205,915 190,393
</TABLE>
RISK FACTORS
- --------------------------------------------------------------------------
General. An investment in Units of a Trust should be made with an
understanding of the risks which an investment in 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 Trusts
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
a 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.
Whether or not the Equity Securities are listed on a national 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 Trusts 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 redemption, and the value of a
Trust, will be adversely affected if trading markets for the Equity Securities
are limited or absent.
An investment in Units of a Trust will terminate approximately thirteen months
from the Initial Date of Deposit unless a Unitholder elects in writing to
remain invested in the Trust through the Mandatory Termination Date. If a
Unitholder makes no election at the first Special Redemption Date, the
Unitholder's Units will be redeemed on such date and the Unitholder will
receive cash representing their pro rata portion of the Trust's assets.
Unitholders who sell or redeem their Units prior to holding such Units for
more than 18 months will not benefit from the reduced federal long-term
capital gains tax rate of 20%. For example, Unitholders who elect to become
Rollover Unitholders on or prior to the first Special Redemption Date will not
benefit from this reduced tax rate. Of course, there can be no assurance that
Unitholders will realize capital gains upon the disposition of Units or
Securities. Unitholders who elect to hold Units after the first Special
Redemption Date should note that this redemption process could cause the value
of the Trust to fall below the Minimum Termination Value stated under "
Summary of Essential Financial Information" and could result in a
termination of the Trust before the Mandatory Termination Date. This could
cause a Unitholder who elects to hold Units after the first Special Redemption
Date to receive a distribution of Unit proceeds prior to holding such Units
for more than 18 months notwithstanding such election.
The Trust Agreement authorizes the Sponsor to increase the size of each 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 each Trust will pay the associated brokerage fees.
As described under "Fund Operating Expenses," all of the expenses of
the Trusts will be paid from the sale of the Securities in such Trust. It is
expected that such sales will be made at the end of the initial offering
period and each month thereafter through termination of the Trust. Such sales
will result in capital gains or losses (both of which will generally be
characterized for U.S. federal income tax purposes as short term capital gains
or losses) and may be made at times and prices which adversely affect the
Trust. For a discussion of the tax consequences of such sales, see "
Taxation."
Unitholders will be unable to dispose of any of the Equity Securities in a
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 each Trust and will vote such stocks in accordance
with the instructions of the Sponsor. In the absence of any such instructions
by the Sponsor, the Trustee will vote such stocks so as to insure that the
stocks are voted as closely as possible in the same manner and the same
general proportion as are stocks held by owners other than the Trust.
Foreign Securities. Since certain Equity Securities included in the Global
Trusts consist of securities of foreign issuers, an investment in these Trusts
involves certain investment risks that are different in some respects from an
investment in the United States Trusts 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 selected for the Global Trusts, the Sponsor believes that adequate
information will be available to allow the Supervisor to provide portfolio
surveillance for each 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.
On the basis of the best information available to the Sponsor at the present
time, none of the Equity Securities in the Global Trusts are subject to
exchange control restrictions under existing law which would materially
interfere with payment to the Trusts 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 either 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 Global
Trusts and on the ability of such Trusts to satisfy their 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 Trusts 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 a Trust in the United States
securities markets are subject to severe restrictions and may not be
practicable. Accordingly, sales of these Equity Securities by a Trust will
generally be effected only in foreign securities markets. Although the Sponsor
does not believe that a 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.
Global Trust Information. The information provided below details certain
important factors which impact the economies of both the United Kingdom and
Hong Kong. This information has been extracted from various governmental and
private publications, but no representation can be made as to its accuracy;
furthermore, no representation is made that any correlation exists between the
economies of the United Kingdom and Hong Kong and the value of the Equity
Securities held by the Global Trusts.
United Kingdom. The emphasis of United Kingdom's economy is in the private
services sector, which includes the wholesale and retail sector, banking,
finance, insurance, and tourism. Services as a whole account for a majority of
the United Kingdom's gross national product and makes a significant
contribution to the country's balance of payments. The United Kingdom
experienced a recovery of output in 1993-1994 accompanied by falling rates of
inflation despite expectations to the contrary. Quarterly changes in real
gross domestic product ("GDP" ) in the United Kingdom grew moderately
during 1994 and 1995 with an approximate .5% increase in the last quarter of
1995 over the previous quarter. The average quarterly rate of GDP growth in
the United Kingdom (as well as in Europe generally) has been decelerating
since 1994.
The United Kingdom is a member of the European Union (the "EU" ),
formerly known as the European Economic Community (the "EEC" ). The EU
was created through the formation of the Maastricht Treaty on European Union
in late 1993. It is expected that the Treaty will have the effect of
eliminating most remaining trade barriers between the fifteen member nations
and make Europe one of the largest common markets in the world. The EU has the
potential to become a powerful trade bloc with a population of over 350
million people and an annual gross national product of more than $4 trillion.
However, the effective implementation of the Treaty provisions and the rate at
which trade barriers are eliminated is uncertain at this time. Furthermore,
the rapid political and social change throughout Europe make the extent and
nature of future economic development in the United Kingdom and Europe and the
impact of such development upon the value of the Equity Securities in the
Strategic Thirty and Strategic Fifteen Trusts impossible to predict.
Volatility in oil prices could slow economic development throughout Western
Europe. Moreover, it is not possible to accurately predict the effect of the
current political and economic situation upon long-term inflation and balance
of trade cycles and how these changes would affect the currency exchange rate
between the U.S. dollar and the British pound sterling.
Hong Kong. Hong Kong, established as a British colony in the 1840's, reverted
to Chinese sovereignty effective July 1, 1997. On such date, Hong Kong became
a Special Administrative Region ("SAR" ) of China. Hong Kong's new
constitution is the Basic Law (promulgated by China in 1990). Prior to July 1,
1997, Hong Kong government generally followed a laissez-faire policy toward
industry. There were no major import, export or foreign exchange restrictions.
Regulation of business was generally minimal with certain exceptions,
including regulated entry into certain sectors of the economy and a fixed
exchange rate regime by which the Hong Kong dollar has been pegged to the U.S.
dollar. Over the ten year period between 1983 and 1993, real gross domestic
product increased at an average annual rate of approximately 6%.
Although China has committed by treaty to preserve for 50 years the economic
and social freedoms enjoyed in Hong Kong prior to the reversion, the
continuation of the economic system in Hong Kong after the reversion will be
dependent on the Chinese government and there can be no assurances that the
commitment made by China regarding Hong Kong will be maintained. Prior to the
reversion, legislation was enacted in Hong Kong designed to extend democratic
voting procedures for Hong Kong's legislature. China expressed disagreement
with this legislation which it stated was in contravention of the principles
evidenced in the Basic Law of the Hong Kong SAR. The National People's
Congress of China has passed a resolution to the effect that the Legislative
Council and certain other councils and boards of the Hong Kong Government were
to be terminated on June 30, 1997. Such bodies have subsequently been
reconstituted in accordance with China's interpretation of the Basic Law. Any
increase in uncertainty as to the future economic and political status of Hong
Kong could have a materially adverse effect on the value of the Strategic
Thirty and Strategic Fifteen Trusts. The Sponsor is unable to predict the
level of market liquidity or volatility which may occur as a result of the
reversion to sovereignty, both of which may negatively impact the Strategic
Thirty and Strategic Fifteen Trusts and the value of the Units.
China currently enjoys most favored nation status from the United States,
which is subject to annual review by the President of the United States and
Congress. As a result of Hong Kong's reversion to Chinese control, U.S.
lawmakers have suggested that they may review China's most favored nation
status on a more frequent basis. Revocation of most favored nation status
would have a severe effect on China's trade and thus could have a materially
adverse effect on the value of the Strategic Thirty and Strategic Fifteen
Trusts.
The performance of certain companies listed on the Hong Kong Stock Exchange is
linked to the economic climate of China. For example, between 1985 and 1990,
Hong Kong businesses invested $20 billion in the nearby Chinese province of
Guangdong to take advantage of the lower property and labor costs than were
available in Hong Kong. Recently, however, high economic growth in this area
(industrial production grew at an annual rate of about 20% in 1991, 24% in
1992 and 36.5% in 1993) has been associated with rising inflation and concerns
about the devaluation of the Chinese currency. The currency crisis which has
affected a majority of Asian markets since mid-1997 has forced Hong Kong
leaders to address whether to devalue the Hong Kong dollar or maintain its peg
to the U.S. dollar. Any downturn in economic growth or increase in the rate of
inflation in China or Hong Kong could have a materially adverse effect on the
value of the Strategic Thirty and Strategic Fifteen Trusts.
Securities prices on the Hong Kong Exchange and, specifically the Hang Seng
Index, can be highly volatile and are sensitive to developments in Hong Kong
and China, as well as other world markets. For example, the Hang Seng Index
declined by approximately 36% in October, 1997, as a result of speculation
that the Hong Kong dollar would become the next victim of the Asian currency
crisis, and in 1989, the Hang Seng Index dropped 1,216 points (approximately
58%) in early June following the events at Tiananmen Square. The Hang Seng
Index gradually climbed in subsequent months but fell by 181 points on October
13, 1989 (approximately 6.5%) following a substantial fall in the U.S. stock
markets. During 1994, the Hang Seng Index lost approximately 31% of its value.
The Hang Seng Index is subject to change, and delisting of any issues or
removal of issuers from the Hang Seng Index may have an adverse impact on the
performance of the Strategic Thirty and Strategic Fifteen Trusts, although
delisting or removal would not necessarily result in the disposal of the stock
of these companies, nor would it prevent the Strategic Thirty and Strategic
Fifteen Trusts from purchasing additional Equity Securities. In recent years,
a number of companies have delisted from the Hong Kong Stock Exchange,
including Jardine Matheson Holdings Ltd. and Jardine Strategic Holdings Ltd.
in 1994 and three other Jardine affiliates in 1995. These five companies
represented almost 10% of the total capitalization of the Hang Seng Index at
that time. In addition, Shun Tak Holdings Ltd. and South China Morning Post
(Holdings) Ltd. will be removed from the Hang Seng Index and replaced by
Shanghai Industrial Holdings Ltd. and China Telecom (Hong Kong) Ltd. on
January 27, 1998. The removal of these companies from the Hang Seng Index
could have a material adverse impact on the value of these Securities,
however, these Securities will not be removed from a Trust solely as a result
of their removal from the Index. As part of this change, HSI Services Ltd.
announced that because the Hong Kong Stock Exchange now lists more Chinese and
China-affiliated companies, stocks included in the Hang Seng Index would no
longer be required to have a substantial business presence in Hong Kong. HSI
Services also announced that a listing history on the Hong Kong Stock Exchange
of less than 24 months would not preclude a company from being included in the
Hang Seng Index (this has generally been a criteria for inclusion in the
past). Shanghai Industrial only became listed on the Exchange in May 1996 and
China Telecom listed in October 1997. In addition, on August 30, 1996, two
issuers, Hong Kong Aircraft Engineering Co. Ltd. and Miramar Hotel and
Investment, were removed from the Hang Seng Index. These issuers were replaced
by First Pacific Company Ltd. and Henderson Investments Ltd. No assurance can
be made that future changes in the composition of the Hang Seng Index will not
occur.
The Strategic Thirty and Strategic Fifteen Trusts may be considered to be
concentrated in common stocks of companies engaged in real estate asset
management, development, leasing, property sale and other related activities.
Investment in securities issued by these real estate companies should be made
with an understanding of the many factors which may have an adverse impact on
the equity securities or a particular company or industry. Generally, these
include economic recession, the cyclical nature of real estate markets,
competitive overbuilding, unusually adverse weather conditions, changing
demographics, changes in governmental regulations (including tax laws and
environmental, building, zoning and sales regulation), increases in real
estate taxes or costs of material and labor, the inability to secure
performance guarantees or insurance as required, the unavailability of
investment capital and the inability to obtain construction financing or
mortgage loans at rates acceptable to builders and purchases of real estate.
With recent Chinese economic development and reform, certain Hong Kong real
estate companies and other investors began purchasing and developing real
estate in southern China. By 1992, however, southern China began to experience
a rise in real estate prices and construction costs, a growing supply of real
estate and a tightening of credit markets. Any worsening of these conditions
could affect the profitability and financial condition of Hong Kong real
estate companies and could have a materially adverse effect on the value of
the Strategic Thirty and Strategic Fifteen Trusts.
Exchange Rate. The Global Trusts are comprised of Equity Securities that are
principally traded in foreign currencies and as such involve 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 a 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 relevant 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. Since 1983, the Hong Kong dollar has been
pegged to the U.S. dollar. In Europe a European Currency Unit ("ECU" )
has been developed. 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 following tables set forth, for the periods indicated, the range of
fluctuation concerning the equivalent U.S. dollar rates of exchange and end of
month equivalent U.S. dollar rates of exchange for the United Kingdom pound
sterling and the Hong Kong dollar:
<TABLE>
FOREIGN EXCHANGE RATES
Range of Fluctuations in
Foreign Currencies
<CAPTION>
United Kingdom
Annual Pound Sterling/ Hong Kong/
Period U.S. Dollar U.S. Dollar
- ---------- ------------------- --------------
<S> <C> <C>
1983 0.616-0.707 6.480-8.700
1984 0.670-0.864 7.774-8.050
1985 0.672-0.951 7.729-7.990
1986 0.643-0.726 7.768-7.819
1987 0.530-0.680 7.751-7.822
1988 0.525-0.601 7.764-7.912
1989 0.548-0.661 7.775-7.817
1990 0.504-0.627 7.740-7.817
1991 0.499-0.624 7.716-7.803
1992 0.499-0.667 7.697-7.781
1993 0.630-0.705 7.722-7.766
1994 0.610-0.684 7.723-7.750
1995 0.610-0.653 7.726-7.763
1996 0.583-0.670 7.724-7.742
1997 0.633-0.584 7.751-7.708
</TABLE>
Source: Bloomberg L.P.
<TABLE>
<CAPTION>
End of Month Exchange Rates End of Month Exchange Rates
for Foreign Currencies for Foreign Currencies (Continued)
- ----------------------------------------------------- -----------------------------------------------------------------------------
United
Kingdom
Pound
Sterling/
U.S. United Kingdom Pound Sterling/
Monthly Period Dollar Hong Kong/U.S. Dollar Monthly Period U.S. Dollar Hong Kong/U.S. Dollar
- ----------------- ---------- ------------------------ ----------------- ---------------------------------- ------------------------
<S> <C> <C> <C> <C> <C>
1993
January .673 7.734 July .626 7.738
February .701 7.734 August .645 7.741
March .660 7.731 September .631 7.732
April .635 7.730 October .633 7.727
May .640 7.724 November .652 7.731
June .671 7.743 December .645 7.733
July .674 7.761 1996
August .670 7.755 January .661 7.728
September .668 7.734 February .653 7.731
October .676 7.733 March .655 7.734
November .673 7.725 April .664 7.735
December .677 7.723 May .645 7.736
1994 June .644 7.741
January .664 7.724 July .642 7.735
February .673 7.727 August .640 7.733
March .674 7.737 September .639 7.733
April .659 7.725 October .615 7.732
May .662 7.726 November .595 7.732
June .648 7.730 December .583 7.735
July .648 7.725 1997
August .652 7.728 January .624 7.750
September .634 7.727 February .614 7.744
October .611 7.724 March .611 7.749
November .639 7.731 April .616 7.746
December .639 7.738 May .610 7.748
1995 June .600 7.747
January .633 7.732 July .609 7.742
February .631 7.730 August .619 7.751
March .617 7.733 September .619 7.738
April .620 7.742 October .599 7.776
May .630 7.735 November .592 7.730
June .627 7.736 December .608 7.749
</TABLE>
Source: Bloomberg L.P.
The Evaluator will estimate current exchange rates for the relevant currencies
based on activity in the various currency exchange markets. However, since
these markets are volatile and are 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 a Trust would receive had the Trustee sold any particular
currency in the market. The foreign exchange transactions of a 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).
TAXATION
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United States Federal Taxation
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General. 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, as amended (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 a Trust.
The Sponsor has been advised by the Trustee that U.S. Unitholders may not be
able to obtain directly Treaty Payments (as described in "United Kingdom
Taxation" below) to which they are entitled under the U.K./U.S. Treaty but
that the U.K. Inland Revenue has approved a special procedure whereby the
Trustee can claim Treaty Payments on behalf of U.S. Unitholders of the
Strategic Thirty and Strategic Fifteen Trusts and distribute those payments to
Unitholders. To the extent the Trustee obtains Treaty Payments, U.S.
Unitholders will report as gross income earned their pro rata portion of
dividends received by such Trusts as well as the amount of the associated tax
credit. Because, under the grantor trust rules, an investor is deemed to have
paid directly his share of foreign tax credits 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.
For purposes of the following discussion and opinions, it is assumed that each
Security is equity for federal income tax purposes. In the opinion of Chapman
and Cutler, special counsel for the Sponsor, under existing law:
1. Each 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 a Trust under the Code; and the income
of each 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 Security when such income is considered to be
received by a Trust.
2. A Unitholder will be considered to have received all of the dividends paid
on his pro rata portion of each Security when such dividends are received by a
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 a Trust are actually received by the Unitholder or
are automatically reinvested (see "Rights of Unitholders--Reinvestment
Option" ).
3. Each Unitholder will have a taxable event when a Trust disposes of a
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 from a Trust
as described below). The price a Unitholder pays for his Units, generally
including sales charges, is allocated among his pro rata portion of each
Security held by a Trust (in proportion to the fair market values thereof on
the valuation date closest to the date the Unitholder purchases his Units) in
order to determine his initial tax basis for his pro rata portion of each
Security held by a 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 advisers 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 a Security held by a Trust is 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 Security which exceed
such current and accumulated earnings and profits will first reduce a
Unitholder's tax basis in such Security, and to the extent that such dividends
exceed a Unitholder's tax basis in such Security shall generally be treated as
capital gain. In general, the holding period for such capital gain will be
determined by the period of time a Unitholder has held his Units.
4. A Unitholder's portion of gain, if any, upon the sale or redemption of
Units or the disposition of Securities held by a Trust will generally be
considered a capital gain (except in the case of a dealer or a financial
institution). A Unitholder's portion of loss, if any, upon the sale or
redemption of Units or the disposition of Securities held by a Trust will
generally be considered a capital loss (except in the case of a dealer or a
financial institution). Unitholders should consult their tax advisers
regarding the recognition of gains and losses for federal income tax purposes.
In particular, a Rollover Unitholder should be aware that a Rollover
Unitholder's loss, if any, incurred in connection with the exchange of Units
for units in the next new series of the Trusts (the "New Fund" ) will
generally be disallowed with respect to the disposition of any Securities
pursuant to such exchange to the extent that such Unitholder is considered the
owner of substantially identical securities under the wash sale provisions of
the Code taking into account such Unitholder's deemed ownership of the
securities underlying the Units in the New Fund in the manner described above,
if such substantially identical securities were acquired within a period
beginning 30 days before and ending 30 days after such disposition. However,
any gains incurred in connection with such an exchange by a Rollover
Unitholder would be recognized. Unitholders should consult their tax advisers
regarding the recognition of 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 Trusts is deferred. 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 a 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 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 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 a 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 a 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 a Trust as miscellaneous itemized deductions subject to this limitation.
Recognition of Taxable Gain or Loss Upon Disposition of Securities by a Trust
or Disposition of Units. As discussed above, a Unitholder may recognize
taxable gain (or loss) when a Security is disposed of by a Trust or if the
Unitholder disposes of a Unit (although losses incurred by Rollover
Unitholders may be subject to disallowance, as discussed above). For taxpayers
other than corporations, net capital gain (which is defined as net long-term
capital gain over net short-term capital loss for the taxable year) is subject
to a maximum marginal stated tax rate of either 28% or 20%, depending upon the
holding periods of the capital assets. Capital loss is long-term if the
holding period for the asset is more than one year, and is short-term if the
holding period for the asset is one year or less. Generally, capital gains
realized from assets held for more than one year but not more than 18 months
are taxed at a maximum marginal stated tax rate of 28% and capital gains
realized from assets (with certain exclusions) held for more than 18 months
are taxed at a maximum marginal stated tax rate of 20% (10% in the case of
certain taxpayers in the lowest tax bracket). Further, capital gains realized
from assets held for one year or less are taxed at the same rates as ordinary
income. Legislation is currently pending that provides the appropriate
methodology that should be applied in netting the realized capital gains and
losses. Such legislation is proposed to be effective retroactively for tax
years ending after May 6, 1997.
The date on which a Unit is acquired (i.e., the "trade date" ) is
excluded for purposes of determining the holding period of the Unit.
Generally, capital gain or loss is long-term if the holding period for the
asset is more than one year and is short-term if the holding period for the
asset is one year or less. Net short-term capital gain is taxed at the same
rate as ordinary income.
In addition, please note that capital gains may be recharacterized as ordinary
income in the case of certain financial transactions that are considered "
conversion transactions" effective for transactions entered into after
April 30, 1993. Unitholders and prospective investors should consult with
their tax advisers regarding the potential effect of this provision on their
investment in Units.
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 involved including his
pro rata portion of all Securities represented by a Unit. The Taxpayer Relief
Act of 1997 (the "1997 Tax Act" ) includes provisions that treat
certain transactions designed to reduce or eliminate risk of loss and
opportunities for gain (e.g., short sales, offsetting national principal
contracts, futures or forward contracts, or similar transactions) as
constructive sales for purposes of recognition of gain (but not loss) and for
purposes of determining the holding period. Unitholders should consult their
own tax advisers with regard to any such constructive sales rules.
Special Tax Consequences of In Kind Distributions Upon Redemption of Units or
Termination of a 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 the U.S.-traded Securities
in a Trust. A Unitholder may also under certain circumstances request an In
Kind Distribution of the U.S.-traded Securities in a Trust upon the
termination of such Trust. A Unitholder of a Strategic Thirty or a Strategic
Fifteen Trust will receive cash representing his pro rata portion of the
foreign Securities in such a Trust. See "Rights of Unitholders--Redemption
of Units" . The Unitholder requesting an In Kind Distribution will be
liable for expenses related thereto (the "Distribution Expenses" ) and
the amount of such In Kind Distribution will be reduced by the amount of the
Distribution Expenses. See "Rights of Unitholders--Redemption of Units"
. As previously discussed, prior to the redemption of Units or the termination
of such Trust, a Unitholder is considered as owning a pro rata portion of each
of such Trust's assets for federal income tax purposes. The receipt of an In
Kind Distribution will result in a Unitholder of such a Trust 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 Security owned by a Trust will depend on whether or not a
Unitholder receives cash in addition to Securities. A "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 Securities in exchange for his or her pro rata portion in the
Securities held by a Trust. However, if a Unitholder also receives cash in
exchange for a fractional share of a Security or for a foreign Security held
by a 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 a Security or such foreign Security held
by such Trust.
Because each Trust will own many Securities, a Unitholder who requests an In
Kind Distribution will have to analyze the tax consequences with respect to
each Security owned by such 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 Security owned by such Trust. Unitholders who request an In
Kind Distribution are advised to consult their tax advisers in this regard.
Rollover Unitholders. As discussed in "Rights of Unitholders--Special
Redemption and Rollover in New Fund," a Unitholder may elect to become a
Rollover Unitholder. To the extent a Rollover Unitholder exchanges his Units
for Units of the New Fund in a taxable transaction, such Unitholder will
recognize gains, if any, but generally will not be entitled to a deduction for
any losses recognized upon the disposition of any Securities pursuant to such
exchange to the extent that such Unitholder is considered the owner of
substantially identical securities under the wash sale provisions of the Code
taking into account such Unitholder's deemed ownership of the securities
underlying the Units in the New Fund in the manner described above, if such
substantially identical securities were acquired within a period beginning 30
days before and ending 30 days after such disposition under the wash sale
provisions contained in Section 1091 of the Code. In the event a loss is
disallowed under the wash sale provisions, special rules contained in Section
1091(d) of the Code apply to determine the Unitholder's tax basis in the
securities acquired. Rollover Unitholders are advised to consult their tax
advisers.
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 for his
Units. The cost of the Units is allocated among the Securities held in a Trust
in accordance with the proportion of the fair market values of such 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
Security.
A Unitholder's tax basis in his Units and his pro rata portion of a Security
held by a Trust will be reduced to the extent dividends paid with respect to
such Security are received by the Trust which are not taxable as ordinary
income as described above.
Other Matters. Each Unitholder will be requested to provide the Unitholder's
taxpayer identification number to the Trustee and to certify that the
Unitholder has not been notified that payments to the Unitholder are subject
to back-up withholding. If the proper taxpayer identification number and
appropriate certification are not provided when requested, distributions by a
Trust to such Unitholder (including amounts received upon the redemption of
Units) will be subject to back-up withholding. Distributions by a 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 corporation 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 a Trust.
It should be noted that payments to the Trusts of dividends on 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 Trusts. 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. The 1997 Tax Act imposes a required holding period
for such credits. Investors should consult their tax advisers with respect to
foreign withholding taxes and foreign tax credits.
At the termination of a Trust, the Trustee will furnish to each Unitholder of
such Trust a statement containing information relating to the dividends
received by such Trust on the Securities, the gross proceeds received by such
Trust from the disposition of any Security (resulting from redemption or the
sale of any Security), and the fees and expenses paid by such Trust. The
Trustee will also furnish annual information returns to Unitholders and to the
Internal Revenue Service.
Unitholders desiring to purchase Units for tax-deferred plans and IRAs should
consult their broker-dealers for details on establishing such accounts. Units
may also be purchased by persons who already have self-directed plans
established.
In the opinion of special counsel to the Fund for New York tax matters, each
Trust is not an association taxable as a corporation and the income of the
Trusts 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 in one of the Trusts 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.
United Kingdom Taxation
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Tax Consequences of Ownership of Ordinary Shares. In the opinion of Linklaters
& Paines, United Kingdom special counsel to the Sponsor, based on the terms of
the Strategic Thirty or Strategic Fifteen Trusts as described in this
Prospectus and on certain representations made by special U.S. counsel to the
Sponsor, the following summary accurately describes certain U.K. tax
consequences to certain U.S. Unitholders who beneficially hold Units of such
Trusts as capital assets. This summary is based upon current U.S. law, U.K.
taxation law and Inland Revenue practice in the U.K., the U.S./U.K. convention
relating to taxes on income and capital gains ("the Treaty" ), and the
U.S./U.K. convention relating to estate and gift taxes (the "Estate Tax
Treaty" ). The summary is a general guide only and is subject to any
changes in U.K. or U.S. law, or the practice relating thereto and in the
Treaty or Estate Tax Treaty occurring after the date of this Prospectus which
may affect (including possibly on a retroactive basis) the tax consequences
described herein. Accordingly, Unitholders should consult their own tax
advisers as to the U.K. tax consequences applicable to their particular
circumstances of ownership of the Units of the Strategic Thirty or Strategic
Fifteen Trusts.
Taxation of Dividends. Where a U.K. resident individual receives a dividend
from a U.K. company (other than a foreign income dividend (see below)), such
individual is generally entitled to a tax credit, which may be offset against
such individual's U.K. taxes, or, in certain circumstances, repaid. Under the
Treaty, a U.S. Unitholder, who is resident in the U.S. for the purposes of the
Treaty, may, in appropriate circumstances, be entitled to a repayment of that
tax credit, but any such repayment is subject to U.K. withholding tax at the
rate of 15% of the sum of the dividend and the credit. For dividends paid
before April 6, 1999, the tax credit, before such withholding, is equal to one
quarter of the dividend (the "Tax Credit Amount" ). Although such a
U.S. Unitholder who held shares directly in a company resident in the U.K. for
the purposes of the Treaty could generally claim a refund of a portion of the
Tax Credit Amount attributable to the dividend (a "Treaty Payment" )
pursuant to the terms of the Treaty, the ability of such a U.S. Unitholder of
Units in the Strategic Thirty or Strategic Fifteen Trusts to claim such a
Treaty Payment is unclear where dividend payments are made directly to an
entity such as the Strategic Thirty or Strategic Fifteen Trusts. Any claim for
such a Treaty Payment would have to be supported by evidence of such U.S.
Unitholder's entitlement to the relevant dividend. There is no established
procedure for proving such entitlement where the U.K. company pays the
dividend to a person such as the Strategic Thirty or Strategic Fifteen Trusts
unless a specific procedure is negotiated in advance with the U.K. Inland
Revenue. In the absence of agreeing such a special procedure, Unitholders who
are U.S. Persons should note that they may not in practice be able to claim a
Treaty Payment from the U.K. Inland Revenue.
For dividends paid on or after April 6, 1999, the tax credit is to be reduced
to one ninth of the dividend. U.S. Unitholders should note that it will not
therefore be possible to claim a Treaty Payment in respect of dividends paid
on Securities by a U.K. company on or after April 6, 1999.
Certain U.K. companies which themselves receive income from other
jurisdictions which is subject to withholding of tax at source may elect to
pay some or all of their distributions as foreign income dividends. If a U.K.
company the shares of which are held in the Strategic Thirty or Strategic
Fifteen Trusts pays a foreign income dividend, no tax credit will be
attributable to such dividend. Accordingly, a U.S. Unitholder would not be
entitled to any repayment of a tax credit under the Treaty.
Taxation of Capital Gains. U.S. Unitholders who are neither resident nor
ordinarily resident for tax purposes in the U.K. will not be liable for U.K.
tax on capital gains realized on the disposal of their Units unless such Units
are used, held or acquired for the purposes of a trade, profession or vocation
carried on in the U.K. through a branch or agency or for the purposes of such
branch or agency.
U.K. Inheritance Tax. An individual Unitholder who is domiciled in the U.S.
for the purposes of the Estate Tax Treaty and who is not a national of the
U.K. for the purposes of the Estate Tax Treaty will generally not be subject
to U.K. inheritance tax in respect of Units in the Strategic Thirty or
Strategic Fifteen Trusts on the individual's death or on a gift or other
non-arm's length transfer of such Units during the individual's lifetime
provided that any applicable U.S. federal gift or estate tax liability is
paid, unless the Units are part of the business property of a permanent
establishment of the individual in the U.K. or pertain to a fixed base in the
U.K. used by an individual for the performance of independent personal
services. Where the Units have been placed in trust by a settlor, the Units
will generally not be subject to U.K. inheritance tax if the settlor, at the
time of settlement, was domiciled in the U.S. for the purposes of the Estate
Tax Treaty and was not a U.K. national, provided that any applicable U.S.
federal gift or estate tax liability is paid. In the exceptional case where
the Units are subject both to U.K. inheritance tax and to U.S. federal gift or
estate tax, the Estate Tax Treaty generally provides for the tax payable in
the U.K. to be credited against tax paid in the U.S. or for tax paid in the
U.S. to be credited against tax payable in the U.K. based on priority rules
set out in that Treaty.
Stamp Tax. In connection with a transfer of U.K. Securities in the Strategic
Thirty or Strategic Fifteen Trusts, there is generally imposed a U.K. stamp
duty or stamp duty reserve tax payable upon transfer, which tax is usually
imposed on the purchaser of such Securities. Upon acquisition of the U.K.
Securities in the Strategic Thirty or Strategic Fifteen Trusts, the Trust paid
such tax. It is anticipated that upon the sale of such Securities such tax
will be paid by the purchaser thereof and not by the Strategic Thirty or
Strategic Fifteen Trusts.
Hong Kong Taxation
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The Sponsor has been advised that the following summary accurately describes
the Hong Kong tax consequences under existing law to U.S. Unitholders of Units
of the Strategic Thirty or Strategic Fifteen Trusts. This discussion is for
general purposes only and assumes that such Unitholder is not carrying on a
trade, profession or business in Hong Kong and has no profits sourced in Hong
Kong arising from the carrying on of such trade, profession or business.
Unitholders should consult their tax advisers as to the Hong Kong tax
consequences of ownership of the Units of the Strategic Thirty or Strategic
Fifteen Trusts applicable to their particular circumstances.
Taxation of Dividends. Amounts in respect of dividends paid to Unitholders of
the Strategic Thirty or Strategic Fifteen Trusts are not taxable and therefore
will not be subject to the deduction of any withholding tax.
Profits Tax. A Unitholder of the Strategic Thirty or Strategic Fifteen Trusts
(other than a person carrying on a trade, profession or business in Hong Kong)
will not be subject to profits tax on any gain or profits made on the
realization or other disposal of his Units.
Hong Kong Estate Duty. Units of the Strategic Thirty or Strategic Fifteen
Trusts will not give rise to a liability to Hong Kong estate duty.
FUND 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 Fund. 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 Fund. Such fee (which is
based on the number of Units of each Trust outstanding on January 1 of each
year except during the initial offering period in which event the calculation
is based on the number of Units of each Trust outstanding at the end of the
month of such calculation) may exceed the actual costs of providing such
supervisory services for these Trusts, 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, American Portfolio Evaluation Services, which is a division of
Van Kampen American Capital Investment Advisory Corp., shall receive for
regularly providing evaluation services to the Fund the annual evaluation fee
set forth under "Summary of Essential Financial Information" (which is
based on the number of Units of each Trust 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 of each
Trust outstanding at the end of the month of such calculation) for regularly
evaluating the Fund portfolios. 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 and Other Compensation" .
Trustee's Fee. For its services the Trustee will receive the fee from each
Trust set forth under "Summary of Essential Financial Information"
(which is based on the number of Units of each Trust outstanding at the end of
the month of such calculation until the end of the initial offering period at
which time such calculation is based on the number of Units of each Trust
outstanding on such date) and in connection with the Global Trusts the
additional amounts set forth in footnote (8) in the "Summary of Essential
Financial Information" . 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 each 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
"Fund Administration" .
Miscellaneous Expenses. Expenses incurred in establishing each Trust,
including the cost of the initial preparation of documents relating to such
Trust (including the Prospectus, Trust Agreement and closing documents),
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 such Trust and amortized over one
year. The following additional charges are or may be incurred by a Trust: (a)
normal expenses (including the cost of mailing reports to Unitholders)
incurred in connection with the operation of such 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 a Trust and the rights and interests of Unitholders,
(f) indemnification of the Trustee for any loss, liability or expenses
incurred in the administration of a 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 securities held in a Trust
portfolio and (i) expenditures incurred in contacting Unitholders upon
termination of a Trust. The expenses set forth herein are payable as described
under "General" below.
General. During the initial offering period of each Trust, all of the fees and
expenses of such Trust will accrue on a daily basis and will be charged to
such Trust, in arrears, at the end of the initial offering period. After the
initial offering period, all of the fees and expenses of each Trust will
accrue on a daily basis and will be charged to such Trust, in arrears, on a
monthly basis on or before the tenth day of each month. The fees and expenses
are payable out of the Capital Account of the related Trust. When such fees
and expenses are paid by or owing to the Trustee, they are secured by a lien
on the related Trust's portfolio. It is expected that the balance in the
Capital Account of each Trust will be insufficient to provide for amounts
payable by the related Trust, and that Equity Securities will be sold from
such Trust to pay such amounts. These sales will result in capital gains or
losses to Unitholders. See "Taxation" and "Risk Factors" .
PUBLIC OFFERING
- --------------------------------------------------------------------------
General. Units are offered at the Public Offering Price. During the initial
offering period and for secondary market transactions after the initial
offering period the Public Offering Price is based on the aggregate underlying
value of the Securities in each Trust's portfolio, the initial sales charge
described below, and cash, if any, in the Income and Capital Accounts held or
owned by such Trust. The initial sales charge is equal to the difference
between the total first year sales charge for a Trust (2.75% of the Public
Offering Price) and the deferred sales charge imposed prior to the first
Special Redemption Date ($0.175 per Unit). The monthly deferred sales charge
($0.0175 per Unit) will begin accruing on a daily basis on February 9, 1998
and will continue to accrue through December 8, 1998; the monthly deferred
sales charge will be charged to each Trust, in arrears, commencing March 9,
1998 and will be charged on the 9th day of each month thereafter through
December 9, 1998. In addition, Unitholders of all Trusts who elect to hold
Units after the first Special Redemption Date will be subject to a deferred
sales charge of $0.15 per Unit which will begin accruing on a daily basis
commencing March 9, 1999 and will continue to accrue through November 8, 1999;
this monthly deferred sales charge will be charged to each Trust, in arrears,
commencing April 9, 1999 and will be charged on the 9th day of each month
thereafter through November 9, 1999. If any deferred sales charge payment date
is not a business day, the payment will be charged to the Trusts on the next
business day. Unitholders will be assessed 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. The 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 each Unitholder prior to the first Special
Redemption Date on a per Unit basis will be 2.75% of the Public Offering Price
(2.828% of the aggregate value of the Securities less the deferred sales
charge). The total sales charge assessed to each Unitholder who elects to hold
Units through termination of a Trust will be 4.25% of the Public Offering
Price (4.439% of the aggregate value of the Securities less the deferred sales
charge). In the case of the Global Trusts, such underlying value 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 as of the Evaluation Time during the initial offering period and on
the bid side value for secondary market transactions. The sales charge
applicable to quantity purchases is reduced on a graduated basis to any person
acquiring 5,000 or more Units as follows:
<TABLE>
<CAPTION>
Aggregate Number of
Units Purchased* Percentage Sales Charge Reduction Per Unit
- ----------------------- ------------------------------------------
<S> <C>
5,000-9,999 0.25%
10,000-14,999 0.50
15,000-99,999 0.85
100,000 or more 1.75
__________________
*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 Trusts' requirement that only
whole Units be issued.
</TABLE>
The sales charge reduction will primarily be the responsibility of the selling
broker, dealer or agent. An investor may aggregate purchases of Units of the
Trusts for purposes of qualifying for volume purchase discounts listed above.
The reduced sales charge structure will also 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 qualified 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.
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.
During the initial offering period, unitholders of any Van Kampen American
Capital-sponsored unit investment trust may utilize their redemption or
termination proceeds to purchase Units of all Trusts at the Public Offering
Price per Unit less 1%.
During the initial offering period of the Trusts, unitholders of unaffiliated
unit investment trusts having an investment strategy similar to the investment
strategy of the Trusts may utilize proceeds received upon termination or upon
redemption immediately preceding termination of such unaffiliated trust to
purchase Units of a Trust at the Public Offering Price per Unit less 1%.
Employees, officers and directors (including their spouses, children,
grandchildren, parents, grandparents, siblings, mothers-in-law,
fathers-in-law, sons-in-law, daughters-in-law, and trustees, custodians or
fiduciaries for the benefit of such persons) of the Van Kampen American
Capital Distributors, Inc. and its affiliates, dealers and their affiliates
and vendors providing services to the Sponsor may purchase Units at the Public
Offering Price less the applicable dealer concession.
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
Trusts. In the case of the Global Trusts, the Public Offering Price per Unit
is based on the aggregate value of the Securities computed on the basis of the
offering side or bid side value of the relevant 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 in each
Trust an amount equal to the difference between the total first year sales
charge for a Trust and the deferred sales charge imposed prior to the first
Special Redemption Date for a Trust and dividing the sum so obtained by the
number of Units in each Trust outstanding. In addition, the Public Offering
Price shall include the proportionate share of any cash held in the Income and
Capital Accounts in each Trust. Such price determination as of the close of
the relevant stock market on January 11, 1998 was made on the basis of an
evaluation of the Securities in the Trusts prepared by Interactive Data
Corporation, a firm regularly engaged in the business of evaluating, quoting
or appraising comparable securities. Thereafter, the Evaluator on each
business day will appraise or cause to be appraised the value of the
underlying Securities in the applicable Trust as of the relevant Evaluation
Time 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 which is not a business day for the related Trust, will be held until
the next determination of price. The term "business day" , as used
herein and under "Rights of Unitholders--Redemption of Units" , shall
exclude Saturdays, Sundays and holidays observed by the New York Stock
Exchange, Inc. In connection with the Strategic Thirty and Strategic Fifteen
Trusts, the term "business day" shall also exclude any day on which
Securities representing greater than 33% of the Securities in a 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 in such Trusts 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 Unit price). Unitholders who purchase Units subsequent to
the Initial Date of Deposit will pay an initial sales charge equal to the
difference between the total first year sales charge and the deferred sales
charge imposed prior to the first Special Redemption Date ($0.175 per Unit)
and will be assessed a deferred sales charge of $0.0175 per Unit on each of
the remaining deferred sales charge payment dates as set forth in "Public
Offering--General" . In addition, Unitholders who elect to hold Units after
the first Special Redemption Date will be assessed a deferred sales charge of
$0.01875 per Unit on each of the deferred sales charge payment dates during
the Trust's second year as set forth in "Public Offering--General" .
The Sponsor currently does not intend to maintain a secondary market after
July 10, 1998.
The aggregate underlying 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. If the Equity Securities are not
listed on a national or foreign securities exchange or, if so listed and the
principal market therefore 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. In the case of the
Global Trusts, the value of the Equity Securities during the initial offering
period is based on the aggregate underlying 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 as of the related 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 Trusts
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.
The Sponsor intends to qualify the Units for sale in a number of states.
Brokers, dealers and others will be allowed a concession or agency commission
in connection with the distribution of Units during the initial offering
period as set forth in the following table. A portion of such concessions or
agency commissions represents amounts paid by the Sponsor to such brokers,
dealers and others out of its own assets as additional compensation.
<TABLE>
<CAPTION>
Initial Offering Period
Aggregate Number of Concession or Agency
Units Purchased* Commission per Unit
- ------------------------- ------------------------------
<S> <C>
1 - 4,999................ 2.10%
5,000 - 9,999............ 1.85
10,000 - 14,999.......... 1.60
15,000 - 99,999.......... 1.25
100,000 or more.......... 0.50
_____________________ .
*The breakpoint concessions or agency commissions 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
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 Trusts' requirement that only whole Units be
issued.
</TABLE>
In addition to the amounts set forth above, during the initial offering period
any firm that distributes 500,000 - 999,999 Units of the Strategic Picks Trust
will receive additional compensation of $.0025 per Unit; any firm that
distributes 1,000,000 - 1,999,999 Units of such Trust will receive additional
compensation of $.005 per Unit; any firm that distributes 2,000,000 -
2,999,999 Units of such Trust will receive additional compensation of $.01 per
Unit; any firm that distributes 3,000,000 - 3,999,999 Units of such Trust will
receive additional compensation of $.015 per Unit; any firm that distributes
4,000,000 - 4,999,999 Units of such Trust will receive additional compensation
of $.02 per Unit; any firm that distributes 5,000,000 Units or more of such
Trust will receive additional compensation of $.025 per Unit. Such additional
compensation will be paid by the Sponsor out of its own assets at the end of
the initial offering period.
Any discount provided to investors will be borne by the selling dealer or
agent as indicated under "General" above. For transactions involving
Rollover Unitholders the total concession or agency commission will amount to
1.1% per Unit (or such lesser amount resulting from quantity sales discounts).
For all secondary market transactions the total concession or agency
commission will amount to 2.1% per Unit. In addition to the amounts set forth
above, for transactions involving Unitholders who elect to hold Units after
the first Special Redemption Date, the total concession or agency commission
will include an additional 1% per Unit which will be paid to the broker,
dealer or agent subsequent to the first Special Redemption Date.
Notwithstanding anything to the contrary herein, in no case shall the total of
any concessions, agency commissions and any additional compensation allowed or
paid to any broker, dealer or other distributor of Units with respect to any
individual transaction exceed the total sales charge applicable to such
transaction.
Certain commercial banks are making Units of the Trusts 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.
The Sponsor may from time to time in its advertising and sales materials
compare the then current estimated returns on the Trusts and returns over
specified time periods on other similar Van Kampen American Capital trusts or
investment strategies utilized by the Trusts (which may show performance net
of expenses and charges which the Trusts would have charged) with returns on
other taxable investments such as the common stocks comprising the Dow Jones
Industrial Average, the S&P 500, other investment indices, corporate or U.S.
government bonds, bank CDs, money market accounts or money market funds, or
with performance data from Lipper Analytical Services, Inc., Morningstar
Publications, Inc. or various publications, each of which has characteristics
that may differ from those of the Trusts. Information on percentage changes in
the dollar value of Units may be included from time to time in advertisements,
sales literature, reports and other information furnished to current or
prospective Unitholders. Total return figures may not be averaged and may not
reflect deduction of the sales charge, which would decrease return. No
provision is made for any income taxes payable. Past performance may not be
indicative of future results. The Trust portfolios are not managed and Unit
price and return fluctuate with the value of common stocks in the portfolios,
so there may be a gain or loss when Units are sold. As with other performance
data, performance comparisons should not be considered representative of the
Trust's relative performance for any future period.
Sponsor and Other Compensation. The Sponsor will receive the gross sales
commission equal to 2.75% of the Public Offering Price (4.25% of the Public
Offering Price with respect to sales to Unitholders who elect to hold Units
after the first Special Redemption Date), less any reduced sales charge for
purchases as described under "General" above. Any such discount
provided to investors will be borne by the selling dealer or agent.
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 each Trust on the
Initial Date of Deposit as well as on subsequent deposits. See "Notes to
Portfolios" . 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 Fund portfolios. 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 Trusts after a date of deposit, since all proceeds
received from purchasers of Units.
Broker-dealers of the Trusts, 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 Trusts. Such payments are made by
the Sponsor out of its own assets, and not out of the assets of any Trust.
These programs will not change the price Unitholders pay for their Units or
the amount that a Trust will receive from the Units sold.
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 currently intends
to maintain a secondary market for Units of the Trusts 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 currently
intends to maintain a market for the Units offered hereby through July 10,
1998 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 Trusts (computed as indicated under "Offering Price" above and
"Rights of Unitholders--Redemption of Units" ). In the case of the
Global Trusts, the aggregate underlying value of the Equity Securities is
computed on the basis of the bid side value of the relevant currency exchange
rate (offer side during the initial offering period) expressed in U.S.
dollars. 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. 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 will be able to
dispose of such Units 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 (however, Units sold on or prior to the first
Special Redemption Date will not be assessed the unpaid $0.15 per Unit
deferred sales charge remaining after such date).
Tax-Sheltered Retirement Plans. Units of the Trusts are available for purchase
in connection with certain types of tax-sheltered retirement plans, including
Individual Retirement Accounts for the 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 Trusts may be limited by the plans' provisions and
does not itself establish such plans.
RIGHTS OF UNITHOLDERS
- --------------------------------------------------------------------------
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 Trusts 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 a Trust with
respect to the Equity Securities therein are credited by the Trustee to the
Income Account of such Trust. Other receipts (e.g., capital gains, proceeds
from the sale of Securities, etc.) are credited to the Capital Account of such
Trust. Proceeds from the sale of Securities made to meet redemptions of Units
shall be segregated within the Capital Account of a Trust from proceeds from
the sale of Securities made to satisfy the fees, expenses and charges of such
Trust. In the case of the Global Trusts, dividends 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 a Trust on or about the Income Account Distribution Dates to
Unitholders of record on the preceding Income Account Record Dates. See "
Summary of Essential Financial Information" . Proceeds received on the sale
of any Securities in a Trust, to the extent not used to meet redemptions of
Units, pay the deferred sales charge or pay fees and expenses, will be
distributed semi-annually on the Capital Account Distribution Dates to
Unitholders of record on the preceding Capital Account Record Dates. 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
of the appropriate Trust 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. Unitholders
will initially receive their distributions in the form of an automatic
reinvestment into additional Units unless the Unitholder elects to receive
distributions in cash. See "Rights of Unitholders--Reinvestment
Option." 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 for each Trust and on or before the
tenth day of each month thereafter, the Trustee will deduct from the Capital
Account of the appropriate Trust amounts necessary to pay the fees and
expenses of such Trust (as determined on the basis set forth under "Fund
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 each Trust. Amounts so
withdrawn shall not be considered a part of such Trust's assets until such
time as the Trustee shall return all or any part of such amounts to the
appropriate accounts. In addition, the Trustee may withdraw from the Income
and Capital Accounts of the appropriate Trust 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 a Trust will initially have each
distribution of dividend income, capital gains and/or principal on their Units
automatically reinvested in additional Units of such Trust under the "
Automatic Reinvestment Option" (to the extent Units may be lawfully
offered for sale in the state in which the Unitholder resides). Brokers and
dealers who distribute Units to Unitholders pursuant to the Automatic
Reinvestment Option may do so through two options. Brokers and dealers can use
the Dividend Reinvestment Service through Depository Trust Company or purchase
the available Automatic Reinvestment Option CUSIP. If a broker or dealer
decides to continue to utilize the Dividend Reinvestment Service through the
Depository Trust Company, the broker or dealer must have access to a PTS
terminal equipped with the Elective Dividend System function (EDS) prior to
the first Record Date set forth under "Summary of Essential Financial
Information" . The second option available is to purchase the appropriate
CUSIP for automatic reinvestment. Unitholders receiving Units of a Trust
pursuant to participation in the Automatic Reinvestment Option will be subject
to the remaining deferred sales charge payments due on Units (assuming for
these purposes such Units had been outstanding during the primary offering
period). Unitholders may also elect to receive distributions of dividend
income, capital gains and/or principal on their Units in cash. To receive
cash, a Unitholder or his or her broker or agent must file with the Trustee a
written notice of election, together with any certificate representing Units
and other documentation that the Trustee may then require, at least five days
prior to the Record Date for which the first distribution is to apply. A
Unitholder's election to receive cash will apply to all Units of a 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 a Trust (see "
The Fund" ), 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 at the net asset value for Units of a Trust as of the Evaluation Time on
the related Income or Capital Account Distribution Dates. Under the
reinvestment plan, a Trust will pay the Unitholder's distributions to the
Trustee which in turn will purchase for such Unitholder full and fractional
Units of a Trust and will send such Unitholder a statement reflecting the
reinvestment.
Unitholders may also elect to have each distribution of interest income,
capital gains and/or principal on their Units automatically reinvested in
Class A shares of Van Kampen American Capital or Morgan Stanley mutual funds
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 Trusts. 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
interest income, capital gains and/or principal 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 of a Trust 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 of a Trust outstanding. 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 of
a Trust a statement (i) as to the Income Account: income received, deductions
for applicable taxes and for fees and expenses of such 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
such 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 by such Trust
and the number of Units of such Trust outstanding on the last business day of
such calendar year; (iv) the Redemption Price per Unit of such Trust 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 of such Trust, 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 a 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 as described above (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 be entitled
to receive in cash (unless the redeeming Unitholder elects an In Kind
Distribution as described below) an amount for each Unit equal to the
Redemption Price per Unit next computed after receipt by the Trustee of such
tender of Units and in the case of the Global Trusts converted into U.S.
dollars as of the Evaluation Time set forth under "Summary of Essential
Financial Information" . The "date of tender" is deemed to be the
date on which Units are received by the Trustee, except that with respect to
Units received after the applicable Evaluation Time, the date of tender is
deemed to be the next business day as defined under "Public
Offering--Offering Price" and such Units will be deemed to have been
tendered to the Trustee on such day for redemption at the redemption price
computed on that day. The London Stock Exchange and the Hong Kong Exchange are
open for trading on certain days which are U.S. holidays on which the Fund
will not transact business. The foreign Securities will continue to trade on
those days and thus the value of the Global Trusts may be significantly
affected on days when a Unitholder cannot sell or redeem his Units. Units
redeemed 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 redemption (however, Units redeemed on or prior to the first
Special Redemption Date will not be assessed the unpaid $0.15 per Unit
deferred sales charge remaining after such date).
An investment in Units of a Trust will be redeemed on the first Special
Redemption Date unless a Unitholder elects in writing to remain invested in
the Trust through the Mandatory Termination Date. On the first Rollover
Notification Date the Trustee will provide written notice and a form of
election to Unitholders of each Trust giving Unitholders the option to (i)
have their Units redeemed and reinvest the proceeds into a subsequent Series
of the Trust (i.e., become Rollover Unitholders), (ii) receive an In Kind
Distribution of any U.S.-traded Securities in such Trust (if the Unitholder
owns at least 1,000 Units) or (iii) continue to hold the Units through the
Mandatory Termination Date. Unitholders who do not affirmatively elect in
writing on the first Rollover Notification Date to become Rollover
Unitholders, to receive an in-kind distribution or to continue to hold Units
through the Mandatory Termination Date will have their Units redeemed on the
first Special Redemption Date and will receive a cash distribution equal to
the Redemption Price per Unit on such date. To be effective, any such election
must be received by the Trustee no later than five business days prior to the
first Special Redemption Date.
The Trustee is empowered to sell Securities of a Trust in order to make funds
available for redemption if funds are not otherwise available in the Capital
and Income Accounts of such Trust 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. Units tendered for redemption 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 redemption.
Unitholders tendering 1,000 or more Units of a Trust for redemption may
request from the Trustee an in kind distribution ("In Kind
Distribution" ) of an amount and value of U.S.-traded Securities per Unit
(plus cash) 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
U.S.-traded Securities in book-entry form to the account of the Unitholder's
bank or broker-dealer at Depository Trust Company. A Unitholder in the
Strategic Thirty or Strategic Fifteen Trusts electing an In Kind Distribution
will not receive a distribution of shares of the foreign exchange-traded
Securities but will instead receive cash representing his pro rata portion of
such Securities. The tendering Unitholder will receive his pro rata number of
whole shares of each of the U.S.-traded Securities comprising a Trust
portfolio and cash from the Capital Account equal to the pro rata portion of
any foreign exchange-traded Securities (in the Strategic Thirty and Strategic
Fifteen Trusts) and any fractional shares to which the tendering Unitholder is
entitled. The Trustee may adjust the number of shares of any issue of
Securities included in a Unitholder's In Kind Distribution to facilitate the
distribution of whole shares, such adjustment to be made on the basis of the
value of Securities on 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.
To the extent that Securities are redeemed in kind or sold, the size of a
Trust will be, and the diversity of such 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. Special U.S. federal income tax consequences will result if a
Unitholder requests an In Kind Distribution. See "Taxation" .
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 each Trust, plus or minus cash, if any, in the Income
and Capital Accounts of such Trust. 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" . The Redemption Price per Unit
is the pro rata share of each Unit in each Trust determined on the basis of
(i) the cash on hand in such Trust, (ii) the value of the Securities in such
Trust and (iii) dividends receivable on the Equity Securities of such Trust
trading ex-dividend as of the date of computation, less (a) amounts
representing taxes or other governmental charges payable out of such Trust,
(b) the accrued expenses of such Trust and (c) any unpaid deferred sales
charge payments (however, Unitholders who terminate their investment on or
prior to the first Special Redemption Date will not be assessed the unpaid
$0.15 per Unit deferred sales charge remaining after such date). The Evaluator
may determine the value of the Equity Securities in a 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 of a
Trust 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 of such Trust on the bid side of the market or (c) by
any combination of the above. In the case of the Global Trusts, the value of
the Equity Securities in the secondary market is based on the aggregate value
of the foreign Securities computed on the basis of the bid side value of the
relevant 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 a Trust is not reasonably practicable, or for such other periods
as the Securities and Exchange Commission may by order permit.
Special Redemption and Rollover in New Fund. It is expected that a special
redemption will be made of all Units of each Trust held by any Unitholder (a
"Rollover Unitholder" ) who affirmatively notifies the Trustee in
writing that he desires to rollover his Units by either Rollover Notification
Date.
All Units of Rollover Unitholders will be redeemed on the related Special
Redemption Date and the underlying Securities will be distributed to the
Distribution Agent on behalf of the Rollover Unitholders. On the related
Special Redemption Date (as set forth in "Summary of Essential Financial
Information" ), the Distribution Agent will be required to sell all of the
underlying Securities on behalf of Rollover Unitholders. The sales proceeds
will be net of brokerage fees, governmental charges or any expenses involved
in the sales.
The Distribution Agent will attempt to sell Securities as quickly as is
practicable on the appropriate Special Redemption Date. The Sponsor does not
anticipate that the period will be longer than one day given that the
Securities are usually highly liquid. However, certain of the factors
discussed under "Risk Factors" could affect the ability of the Sponsor
to sell the Securities of the Global Trusts and thereby affect the length of
the sale period somewhat. The liquidity of any Security depends on the daily
trading volume of the Security and the amount that the Sponsor has available
for sale on any particular day.
Pursuant to an exemptive order, each terminating Trust (and the Distribution
Agent on behalf of Rollover Unitholders) can sell Securities to a New Series
if those Securities continue to meet the related investment strategy of the
respective Series. The exemption will enable each Trust to eliminate
commission costs on these transactions. The price for those securities will be
the closing sale price on the sale date on the exchange where the Securities
are principally traded, as certified by the Trustee.
The Rollover Unitholders' proceeds will be invested in the then current series
of the Fund (the "New Fund" ), if then being offered, the trusts of
which will contain portfolios selected in accordance with the indexing
strategies of the Trusts in this Fund. The proceeds of redemption will be used
to buy New Fund units in the appropriate portfolio as the proceeds become
available.
The Sponsor intends to create a New Fund shortly prior to each Special
Redemption Date, dependent upon the availability and reasonably favorable
prices of the Securities included in the New Fund portfolios, and it is
intended that Rollover Unitholders will be given first priority to purchase
the New Fund units. There can be no assurance, however, as to the exact timing
of the creation of the New Fund units or the aggregate number of units in each
trust portfolio which the Sponsor will create. The Sponsor may, in its sole
discretion, stop creating new units in each trust portfolio at any time it
chooses, regardless of whether all proceeds of the Special Redemption have
been invested on behalf of Rollover Unitholders. Cash which has not been
invested on behalf of the Rollover Unitholders in New Fund units will be
distributed shortly after the related Special Redemption Date.
Any Rollover Unitholder may thus be redeemed out of the Fund and become a
holder of an entirely different unit investment trust with a different
portfolio of Securities. The Rollover Unitholders' Units will be redeemed and
the distributed Securities shall be sold on the related Special Redemption
Date. In accordance with the Rollover Unitholders' offer to purchase the New
Fund units, the proceeds of the sales (and any other cash distributed upon
redemption) will be invested in the appropriate portfolio at the public
offering price, including the applicable sales charge.
This process of redemption and rollover into a new trust is intended to allow
for the fact that the portfolios selected by the Sponsor are chosen on the
basis of growth and income potential for the near term, at which point a new
portfolio is chosen. It is contemplated that a similar process of redemption
and rollover in new unit investment trusts will be available for each
subsequent series of the Fund.
There can be no assurance that the redemption and rollover will avoid any
negative market price consequences stemming from the trading of large volumes
of securities and of the underlying Securities. The above procedures may be
insufficient or unsuccessful in avoiding such price consequences. In fact,
market price trends may make it advantageous to sell or buy more quickly or
more slowly than permitted by these procedures.
It should also be noted that Rollover Unitholders may realize taxable capital
gains on the Special Redemption and Rollover but, in certain circumstances,
will not be entitled to a deduction for certain capital losses and, due to the
procedures for investing in the subsequent Trust, no cash would be distributed
at that time to pay any taxes. Included in the cash for the Special Redemption
and Rollover will be any amount of cash attributable to the last distribution
of dividend income; accordingly, Rollover Unitholders also will not have such
cash distributed to pay any taxes. See "Taxation" . Unitholders who do
not inform the Distribution Agent that they wish to have their Units so
redeemed and liquidated will not realize capital gains or losses due to either
Special Redemption and Rollover.
The Sponsor may for any reason, in its sole discretion, decide not to sponsor
a subsequent series of the Fund, without penalty or incurring liability to any
Unitholder. If the Sponsor so decides, the Sponsor shall notify the
Unitholders before each Special Redemption Date would have commenced. The
Sponsor may modify the terms of any subsequent series of the Fund. The Sponsor
may also modify the terms of the Special Redemption and Rollover upon notice
to the Unitholders prior to the related Rollover Notification Date.
FUND ADMINISTRATION
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Sponsor Purchases of Units. The Trustee shall notify the Sponsor of any Units
tendered 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 portfolios of the Fund are 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 Fund, 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 a 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 a Trust,
they may be accepted for deposit in such Trust and either sold by the Trustee
or held in such Trust pursuant to the direction of the Sponsor (who may rely
on the advice of the Supervisor). Proceeds from the sale of Securities (or any
securities or other property received by the Fund in exchange for Equity
Securities) are credited to the Capital Account for distribution to
Unitholders or to pay fees and expenses of the Trusts. Except as stated under
"Trust Portfolios" for failed securities and as provided in this
paragraph, the acquisition by a Trust of any securities other than the
Securities is prohibited.
As indicated under "Rights of Unitholders--Redemption of Units" above,
the Trustee may also sell Securities designated by the Supervisor, or if no
such designation has been made, in its own discretion, for the purpose of
redeeming Units of a Trust tendered for redemption and the payment of expenses.
To the extent practicable, the Supervisor may (but is not obligated to)
designate Securities to be sold by the Trustee in order to maintain the
proportionate relationship among the number of shares of individual issues of
Equity Securities in a Trust. To the extent this is not practicable, the
composition and diversity of the Equity Securities in such Trust may be
altered. In order to obtain the best price for a 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. In effecting purchases and sales
of a Trust's portfolio securities, the Sponsor may direct that orders be
placed with and brokerage commissions be paid to brokers, including brokers
which may be affiliated with the Trust, the Sponsor or dealers participating
in the offering of Units. In addition, in selecting among firms to handle a
particular transaction, the Sponsor may take into account whether the firm has
sold or is selling units or unit investment trusts which is sponsors.
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 representing 51% of the Units of a Trust then
outstanding, provided that no such amendment or waiver will reduce the
interest in such 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.
An investment in Units of a Trust will terminate on the first Special
Redemption Date unless a Unitholder elects in writing to remain invested in
the Trust through the Mandatory Termination Date. On the first Rollover
Notification Date the Trustee will provide written notice and form of election
to Unitholders of each Trust giving Unitholders the option to (i) have their
Units redeemed and reinvest the proceeds into a subsequent Series of the Trust
(i.e., become Rollover Unitholders), (ii) receive an In Kind Distribution of
any U.S.-traded Securities in such Trust (if the Unitholder owns at least
1,000 Units) or (iii) continue to hold the Units through the Mandatory
Termination Date. Unitholders who do not affirmatively elect on the first
Rollover Notification Date to become Rollover Unitholders, to receive an In
Kind Distribution or to continue to hold Units through the Mandatory
Termination Date will have their Units redeemed on the first Special
Redemption Date and will receive a cash distribution equal to the Redemption
Price per Unit on such date. To be effective, any such election must be
received by the Trustee no later than five business days prior to the first
Special Redemption Date. Unitholders who elect to remain invested in a Trust
through the Mandatory Termination Date will not receive new Units and will not
receive an interest in a new investment. Such Unitholder will continue to hold
the same Units and remain invested in the same Trust until the Mandatory
Termination Date or until such time as the Unitholder redeems the Units.
A Trust may be liquidated at any time by consent of Unitholders representing
66 2/3% of the Units of such Trust then outstanding or by the Trustee when the
value of the Equity Securities owned by a Trust, as shown by any evaluation,
is less than that amount set forth under Minimum Termination Value in the "
Summary of Essential Financial Information." A Trust will be liquidated by
the Trustee in the event that a sufficient number of Units of such Trust not
yet sold are tendered for redemption by the Sponsor, so that the net worth of
such Trust would be reduced to less than 40% of the value of the Securities at
the time they were deposited in such Trust. If a Trust is liquidated because
of the redemption of unsold Units by the Sponsor, 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.
Commencing on the Mandatory Termination Date, Equity Securities will begin to
be sold in connection with the termination of the Fund. 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. At least 30 days before the Mandatory Termination Date the
Trustee will provide written notice of any termination to all Unitholders of
the appropriate Trust and will include with such notice a form to enable
Unitholders owning 1,000 or more Units to request an In Kind Distribution of
the U.S.-traded Securities. 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 the U.S.-traded Securities in a Trust to
the account of the broker-dealer or bank designated by the Unitholder at
Depository Trust Company. A Unitholder in the Strategic Thirty or Strategic
Fifteen Trusts electing an In Kind Distribution will not receive a
distribution of shares of the foreign exchange-traded Securities but will
instead receive cash representing his pro rata portion of such Securities. The
value of the Unitholder's fractional shares of the Securities will be paid in
cash. Unitholders with less than 1,000 Units, Unitholders with 1,000 or more
Units not requesting an In Kind Distribution and Unitholders who do not elect
the Rollover Option will receive a cash distribution from the sale of the
remaining Securities within a reasonable time following the Mandatory
Termination Date. Regardless of the distribution involved, the Trustee will
deduct from the funds of the appropriate 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 Securities in a 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 of each
Trust his pro rata share of the balance of the Income and Capital Accounts of
such Trust.
The Sponsor currently intends to, but is not obligated to, offer for sale
units of a subsequent series of the Trusts pursuant to the Rollover Option
(see "Rights of Unitholders--Special Redemption and Rollover in New
Fund" ). There is, however, no assurance that units of any new series of
such Fund will be offered for sale at that time, or if offered, that there
will be sufficient units available for sale to meet the requests of any or all
Unitholders.
Within 60 days of the final distribution Unitholders will be furnished a final
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 a 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. VK/AC Holding, Inc. is a wholly owned
subsidiary of MSAM Holdings II, Inc., which in turn is a wholly owned
subsidiary of Morgan Stanley, Dean Witter, Discover & Co. ("MSDWD" ).
MSDWD is a global financial services firm with a market capitalization of more
than $21 billion which was created by the merger of Morgan Stanley Group Inc.
with and into Dean Witter, Discover & Co. on May 31, 1997. MSDWD, together
with various of its directly and indirectly owned subsidiaries, is engaged in
a wide range of financial services through three primary businesses:
securities, asset management and credit services. These 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; global custody, securities clearance services
and securities lending; and credit card services. As of June 2, 1997, MSDWD,
together with its affiliated investment advisory companies, had approximately
$270 billion of assets under management, supervision or fiduciary advice.
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.)
As of September 30, 1997, the Sponsor and its Van Kampen American Capital
affiliates managed or supervised approximately $65.3 billion of investment
products, of which over $10.85 billion is invested in municipal securities.
The Sponsor and its Van Kampen American Capital affiliates managed $54 billion
of assets, consisting of $34.3 billion for 55 open-end mutual funds (of which
45 are distributed by Van Kampen American Capital Distributors, Inc.) $14.2
billion for 37 closed-end funds and $5.5 billion for 106 institutional
accounts. The Sponsor has also deposited approximately $26 billion of unit
investment trusts. All of Van Kampen American Capital's open-end funds,
closed-ended funds and unit investment trusts are professionally distributed
by leading financial firms nationwide. Based on cumulative assets deposited,
the Sponsor believes that it is the largest sponsor of insured municipal unit
investment trusts, primarily through the success of its Insured Municipals
Income Trust(R)or the IM-IT(R)trust. The Sponsor also provides
surveillance and evaluation services at cost for approximately $13 billion of
unit investment trust assets outstanding. Since 1976, the Sponsor has serviced
over two million investor accounts, opened through retail distribution firms.
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 Trusts 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 portfolios.
In accordance with the Trust Agreement, the Trustee shall keep proper books of
record and account of all transactions at its office for each Trust. Such
records shall include the name and address of, and the number of Units of each
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 each 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. Winston & Strawn has acted as counsel for the Trustee.
Independent Certified Public Accountants. The statements of condition and the
related securities portfolios 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 83:
We have audited the accompanying statements of condition and the related
portfolios of Van Kampen American Capital Equity Opportunity Trust, Series 83
as of January 12, 1998. The statements of condition and portfolios 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 irrevocable letters 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 83 as of January 12, 1998, in conformity with
generally accepted accounting principles.
GRANT THORNTON LLP
Chicago, Illinois
January 12, 1998
<TABLE>
VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST, SERIES 83
STATEMENTS OF CONDITION
As of January 12, 1998
<CAPTION>
Strategic Strategic
Ten Five Strategic Strategic
United United Thirty Fifteen Strategic
States States Global Global Picks
INVESTMENT IN SECURITIES Trust Trust Trust Trust Trust
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Contracts to purchase Securities <F1>.......... $146,423 $145,702 $287,245 $143,406 $146,484
Organizational costs <F2>...................... 54,016 34,186 27,516 27,516 34,531
------------- ------------- ------------- ------------- -------------
Total.......................................... $200,439 $179,888 $314,761 $170,922 $181,015
============= ============= ============= ============= =============
LIABILITIES AND INTEREST OF UNITHOLDERS
Liabilities--
Accrued organizational costs <F2>.............. $54,016 $34,186 $27,516 $27,516 $34,531
Deferred sales charge liability <F3>........... 2,588 2,576 5,078 2,535 2,589
Interest of Unitholders--
Cost to investors <F4>......................... 147,910 147,180 290,150 144,860 147,970
Less: Gross underwriting commission <F4><F5>... 4,075 4,054 7,983 3,989 4,075
------------- ------------- ------------- ------------- -------------
Net interest to Unitholders <F4>............... 143,835 143,126 282,167 140,871 143,895
------------- ------------- ------------- ------------- -------------
Total.......................................... $200,439 $179,888 $314,761 $170,922 $181,015
============= ============= ============= ============= =============
==========
<FN>
<F1>The aggregate value of the Securities listed under "Portfolios" herein
and their cost to each 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 separate irrevocable letters of credit of $146,423,
$145,702, $287,245, $143,406 and $146,484 which have been deposited with the
Trustee with respect to the Strategic Ten United States, Strategic Five United
States, Strategic Thirty Global, Strategic Fifteen Global and Strategic Picks
Trusts, respectively.
<F2>Each Trust will bear all or a portion of its organizational costs, which will
be deferred and amortized over one year. Organizational costs have been
estimated based on a projected Trust size of $30,000,000, $20,000,000,
$2,000,000, $2,000,000 and $5,000,000 for the Strategic Ten United States,
Strategic Five United States, Strategic Thirty Global, Strategic Fifteen
Global and Strategic Picks Trusts, respectively. To the extent a Trust is
larger or smaller, the estimate will vary. Securities will be sold to pay
organizational costs.
<F3>Represents the amount of mandatory distributions from a Trust on the bases set
forth under "Public Offering" .
<F4>The aggregate public offering price and the aggregate first year sales charge
are computed on the bases set forth under "Public Offering--General"
and "Public Offering--Sponsor and Other 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 only the first year sales charge.
</TABLE>
<TABLE>
STRATEGIC TEN TRUST UNITED STATES PORTFOLIO, JANUARY 1998 SERIES
PORTFOLIO (VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST, SERIES 83)
as of the Initial Date of Deposit: January 12, 1998
<CAPTION>
Estimated
Annual Cost of
Number Market Value per Dividends per Securities
of Shares Name of Issuer <F1> Share <F2> Share <F2> to Trust <F2>
- ------------ ------------------------------------------- ------------------ ---------------- -----------------
<S> <C> <C> <C> <C>
240 AT&T Corporation $61.063 $1.32 $14,655.00
205 Chevron Corporation 71.125 2.32 14,580.63
265 E.I. du Pont de Nemours & Company 54.375 1.26 14,409.38
236 Eastman Kodak Company 62.438 1.76 14,735.25
252 Exxon Corporation 58.125 1.64 14,647.50
260 General Motors Corporation 56.438 1.89 14,673.75
346 International Paper Company 42.625 1.00 14,748.25
139 J. P. Morgan & Company, Inc. 106.000 3.80 14,734.00
179 Minnesota Mining & Manufacturing Company 82.625 2.12 14,789.88
318 Philip Morris Companies Inc. 45.438 1.60 14,449.13
- ------------ -----------------
2,440 $146,422.77
============ =================
</TABLE>
<TABLE>
STRATEGIC FIVE TRUST UNITED STATES PORTFOLIO, JANUARY 1998 SERIES
PORTFOLIO (VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST, SERIES 83)
as of the Initial Date of Deposit: January 12, 1998
<CAPTION>
Estimated Annual Cost of
Number Market Value per Dividends per Securities
of Shares Name of Issuer <F1> Share <F2> Share <F2> to Trust <F2>
- ------------ ------------------------------------ ------------------ ------------------ -----------------
<S> <C> <C> <C> <C>
480 AT&T Corporation $ 61.063 $ 1.32 $ 29,310.00
530 E.I. du Pont de Nemours & Company 54.375 1.26 28,818.75
503 Exxon Corporation 58.125 1.64 29,236.88
520 General Motors Corporation 56.438 1.89 29,347.50
638 Philip Morris Companies Inc. 45.438 1.60 28,989.13
- ------------ -----------------
2,671 $ 145,702.26
============ =================
</TABLE>
<TABLE>
STRATEGIC THIRTY TRUST GLOBAL PORTFOLIO, JANUARY 1998 SERIES
PORTFOLIO (VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST, SERIES 83)
as of the Initial Date of Deposit: January 12, 1998
<CAPTION>
Estimated
Annual Cost of
Number Market Value Dividends per Securities
of Shares Name of Issuer <F1> per Share <F2> Share <F2> to Trust (2
- ------------ ------------------------------------------------- ----------------- --------------- ---------------
<S> <C> <C> <C> <C>
DJIA Companies:
161 AT&T Corporation $ 61.063 $ 1.32 $ 9,831.06
134 Chevron Corporation 71.125 2.32 9,530.75
173 E.I. du Pont de Nemours & Company 54.375 1.26 9,406.88
155 Eastman Kodak Company 62.438 1.76 9,677.81
166 Exxon Corporation 58.125 1.64 9,648.75
173 General Motors Corporation 56.438 1.89 9,763.69
222 International Paper Company 42.625 1.00 9,462.75
91 J. P. Morgan & Company, Inc. 106.000 3.80 9,646.00
119 Minnesota Mining & Manufacturing Company 82.625 2.12 9,832.38
213 Philip Morris Companies, Inc. 45.438 1.60 9,678.19
FT Index Companies:
1,159 Allied Domecq Plc 8.476 0.39 9,823.46
2,028 BG Plc 4.907 0.24 9,951.92
1,849 Blue Circle Industries Plc 5.290 0.23 9,781.81
1,228 British Telecommunications Plc 8.117 0.33 9,967.60
3,343 BTR Plc 2.915 0.18 9,745.92
2,156 Courtaulds Plc 4.476 0.27 9,649.84
1,561 General Electric Company Plc 6.335 0.23 9,888.43
878 Peninsular & Oriental Steam Navigation Company 11.137 0.52 9,778.37
949 Royal & Sun Alliance Insurance Group Plc 9.968 0.34 9,459.39
1,128 Scottish Power PLC 8.613 0.33 9,715.35
Hang Seng Index Companies:
13,000 Amoy Properties Ltd. 0.729 0.06 9,479.25
14,000 Cathay Pacific Airways 0.697 0.07 9,756.73
31,000 First Pacific Company 0.277 0.03 8,601.66
8,000 Great Eagle Holdings Ltd. 1.045 0.11 8,362.91
8,000 Hang Lung Development Company Ltd. 1.168 0.10 9,343.74
14,000 Henderson Investment Ltd. 0.665 0.05 9,305.03
2,500 Henderson Land Development Ltd. 3.543 0.32 8,856.55
6,000 Hysan Development Company Ltd. 1.594 0.15 9,563.14
37,000 Shun Tak Holdings Ltd. 0.261 0.03 9,669.61
6,000 Wharf Holdings Ltd. 1.678 0.15 10,066.46
- ------------ ---------------
157,386 $ 287,245.43
============ ===============
</TABLE>
<TABLE>
STRATEGIC FIFTEEN TRUST GLOBAL PORTFOLIO, JANUARY 1998 SERIES
PORTFOLIO (VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST, SERIES 83)
as of the Initial Date of Deposit: January 12, 1998
<CAPTION>
Estimated Annual Cost of
Number Market Value per Dividends per Securities
of Shares Name of Issuer <F1> Share <F2> Share <F2> to Trust <F2>
- ------------ ------------------------------------ ------------------ ------------------ -----------------
<S> <C> <C> <C> <C>
DJIA Companies:
161 AT&T Corporation $ 61.063 $ 1.32 $ 9,831.06
173 E.I. du Pont de Nemours & Company 54.375 1.26 9,406.88
166 Exxon Corporation 58.125 1.64 9,648.75
173 General Motors Corporation 56.438 1.89 9,763.69
213 Philip Morris Companies Inc. 45.438 1.60 9,678.19
FT Index Companies:
2,028 BG Plc 4.907 0.24 9,951.92
1,849 Blue Circle Industries Plc 5.290 0.23 9.781.81
1,228 British Telecommunications Plc 8.117 0.33 9,967.60
2,156 Courtaulds Plc 4.476 0.27 9,649.84
1,561 General Electric Company Plc 6.335 0.23 9,888.43
Hang Seng Index Companies:
13,000 Amoy Properties Ltd. 0.729 0.06 9,479.25
14,000 Cathay Pacific Airways 0.697 0.07 9,756.73
31,000 First Pacific Company 0.277 0.03 8,601.66
8,000 Great Eagle Holdings Ltd. 1.045 0.11 8,362.91
14,500 Henderson Investment Ltd. 0.665 0.05 9,637.35
- ------------ -----------------
90,208 $ 143,406.07
============ =================
</TABLE>
<TABLE>
STRATEGIC PICKS OPPORTUNITY TRUST, JANUARY 1998 SERIES
PORTFOLIO (VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST, SERIES 83)
as of the Initial Date of Deposit: January 12, 1998
<CAPTION>
Estimated Annual Cost of
Number Market Value per Dividends per Securities
of Shares Name of Issuer <F1> Share <F2> Share <F2> to Trust <F2>
- ------------ ------------------------------------- ------------------ ------------------ -----------------
<S> <C> <C> <C> <C>
184 Amoco Corporation $79.000 $2.80 $14,536.00
341 Anheuser-Busch Companies, Inc. 44.000 1.04 15,004.00
171 Bell Atlantic Corporation 86.563 3.08 14,802.19
458 Chrysler Corporation 32.000 1.60 14,656.00
427 General Motors Corporation Class H 33.063 0.54 14,117.69
444 Genuine Parts Company 33.188 0.96 14,735.25
278 Heinz (H.J.) Company 52.313 1.26 14.542.88
223 Mobil Corporation 65.316 2.12 14,564.69
488 Norfolk Southern Corporation 30.000 0.80 14,640.00
208 SBC Communications, Inc. 71.563 1.79 14,885.00
- ------------ -----------------
3,222 $146,483.70
============ =================
</TABLE>
NOTES TO PORTFOLIOS
(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, 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 January 9,
1998 and have settlement dates ranging from January 13, 1998 to January 16,
1998 (see "The Fund" ).
(2) The market value of each of the Equity Securities is based on the closing
sale price of each Security on the applicable exchange (converted into U.S.
dollars at the offer side of the exchange rate at the Evaluation Time in the
case of the Global Trusts) on the day prior to the Initial Date of Deposit.
Estimated annual dividends are based on the most recently declared dividends
or, with respect to dividends of foreign Securities in the Global Trusts, on
the most recent interim and final dividends declared (converted into U.S.
dollars at the offer side of the exchange rate at the Evaluation Time).
Estimated annual dividends of foreign Securities in the Global Trusts reflect
the net amounts after giving effect to foreign withholding taxes. The
aggregate value of the Securities at the Evaluation Time for the Global Trusts
(based on the closing sale price of each Security and, if applicable,
converted into U.S. dollars at the bid side of the related currency exchange
rate at the Evaluation Time) was $287,204 and $143,385 for the Strategic
Thirty Trust and Strategic Fifteen Trust, respectively. This is the basis on
which the Redemption Price per Unit will be determined. The offer side
exchange rates of the Securities in the Global Trusts (the basis on which the
Public Offering Price per Unit will be determined during the initial offering
period) is greater than the related bid side values. Other information
regarding the Securities in the Fund, as of the Initial Date of Deposit
(converted into U.S. dollars at the offer side of the exchange rate at the
Evaluation Time in the case of the Global Trusts), is as follows:
<TABLE>
<CAPTION>
Aggregate
Profit Estimated
Cost To (Loss) To Annual
Sponsor Sponsor Dividends
------------ -------------- --------------
<S> <C> <C> <C>
Strategic Ten United States Trust $ 147,605 $ (1,182) $ 4,209
Strategic Five United States Trust $ 147,456 $ (1,754) $ 4,130
Strategic Thirty Global Trust $ 287,917 $ (672) $ 15,859
Strategic Fifteen Global Trust $ 144,173 $ (767) $ 7,827
Strategic Picks Trust $ 148,689 $ (2,205) $ 4,370
</TABLE>
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
Trusts. 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>
<CAPTION>
Title Page
<S> <C>
Summary of Essential Financial Information..... 5
The Fund....................................... 9
Objectives and Securities Selection............ 11
Trust Portfolios............................... 12
Strategic Ten Trust United States Portfolio.... 17
Strategic Five Trust United States Portfolio... 24
Strategic Thirty Trust Global Portfolio........ 30
Strategic Fifteen Trust Global Portfolio....... 39
Strategic Picks Opportunity Trust.............. 46
Risk Factors................................... 52
Taxation....................................... 60
Fund Operating Expenses........................ 66
Public Offering................................ 68
Rights of Unitholders.......................... 73
Fund Administration............................ 79
Other Matters.................................. 84
Report of Independent Certified Public
Accountants................................... 85
Statements of Condition ....................... 86
Portfolios..................................... 87
Notes to Portfolios............................ 91
</TABLE>
TABLE OF CONTENTS
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
January 12, 1998
Van Kampen American Capital Equity Opportunity Trust, Series 83
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.
When Units of the Trusts are no longer available, or for investors who will
reinvest into subsequent series of the Trusts, this When Units of the Trusts
are no longer available, or for investors who will reinvest into subsequent
series of the Trusts, this Prospectus may be used as a preliminary prospectus
for a future series, in which case investors would note the following:
Information contained herein is subject to completion or amendment. A
registration statement relating to securities of a future series has been
filed with the Securities and Exchange Commission. These securities may not be
sold nor may offers to buy be accepted prior to the time the registration
statement becomes effective. The Prospectus shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any sale of
these securities in any State in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws
of any such State.
