As filed with the Securities and Exchange Commission on January 15, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-6
For Registration Under the Securities Act
of 1933 of Securities of Unit Investment
Trusts Registered on Form N-8B-2
---------------------
A. EXACT NAME OF TRUST:
Equity Securities Trust, Series 16, Signature Series, Zacks All-Star
Analysts Trust III
B. NAME OF DEPOSITOR:
Reich & Tang Distributors, Inc.
C. COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES:
Reich & Tang Distributors, Inc.
600 Fifth Avenue
New York, New York 10020
D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:
COPY OF COMMENTS TO:
PETER J. DEMARCO MICHAEL R. ROSELLA, Esq.
Reich & Tang Distributors, Inc. Battle Fowler LLP
600 Fifth Avenue 75 East 55th Street
New York, New York 10020 New York, New York 10022
(212) 856-6858
E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:
An indefinite number of Units of Equity Securities Trust, Series 16,
Signature Series, Zacks All-Star Analysts Trust III is being registered
under the Securities Act of 1933 pursuant to Section 24(f) of the
Investment Company Act of 1940, as amended, and Rule 24f-2 thereunder.
F. PROPOSED MAXIMUM AGGREGATE OFFERING PRICE TO THE PUBLIC OF THE
SECURITIES BEING REGISTERED:
Indefinite
G. AMOUNT OF FILING FEE:
No Filing Fee Required
H. APPROPRIATE DATE OF PROPOSED PUBLIC OFFERING:
As soon as practicable after the effective date of the Registration
Statement.
/ / Check if it is proposed that this filing will become effective
immediately upon filing pursuant to Rule 487.
The registrant hereby amends the registration statement on such date or dates as
may be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
673539.1
<PAGE>
Subject to Completion Dated January 15, 1998
- -------------------------------------------------------------------------------
E S T
- -------------------------------------------------------------------------------
EQUITY SECURITIES TRUST
SERIES 16
SIGNATURE SERIES, ZACKS ALL-STAR ANALYSTS TRUST III
The final prospectus for Equity Securities Trust, Series 14, Signature
Series, Zacks All-Star Analysts Trust II is hereby incorporated by reference and
used as a preliminary prospectus for Equity Securities Trust, Series 16,
Signature Series, Zacks All-Star Analysts Trust III. Except as indicated below,
the narrative information and structure of the final prospectus which includes
the new Trust will be substantially the same as that of the previous prospectus.
Information with respect to this Trust, including pricing, the size and
composition of the Trust portfolio, the number of units of the Trust, dates and
summary information regarding the characteristics of securities to be deposited
in the Trust is not now available and will be different from that shown since
each trust has a unique portfolio. Accordingly, the information contained herein
with regard to the previous Trust should be considered as being included for
informational purposes only. Investors should contact account executives of the
underwriters who will be informed of the expected effective date of this Trust
and who will be supplied with complete information with respect to such Trust on
the day of and immediately prior to the effectiveness of the registration
statement relating to units of the Trust.
===============================================================================
===============================================================================
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
PROSPECTUS PART A DATED FEBRUARY , 1998
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES 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. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION
OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE
IN WHICH SAID OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO THE
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY STATE.
673539.1
<PAGE>
PART II -- ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM A -- BONDING ARRANGEMENTS
The employees of Reich & Tang Distributors, Inc. are covered under Brokers'
Blanket Policy, Standard Form 14, in the amount of $11,000,000 (plus
$196,000,000 excess coverage under Brokers' Blanket Policies, Standard Form 14
and Form B Consolidated). This policy has an aggregate annual coverage of $15
million.
ITEM B -- CONTENTS OF REGISTRATION STATEMENT
This Registration Statement on Form S-6 comprises the following papers and
documents:
The facing sheet on Form S-6.
The Cross-Reference Sheet (incorporated by reference to the
Cross-Reference Sheet to the Registration Statement of Equity
Securities Trust, Series 12, 1997 Triple Strategy Trust II).
The Prospectus consisting of pages.
Undertakings.
Signatures.
Listed below is the name and registration number of the previous series of
Equity Securities Trust, the final prospectus of which properly supplemented,
might be used as preliminary prospectuses for Equity Securities Trust, Series
16. This final prospectus is incorporated herein by reference.
Equity Securities Trust, Series 14, Signature Series, Zacks All-Star
Analysts Trust II (Registration No. 333-32095)
Written consents of the following persons:
Battle Fowler LLP (included in Exhibit 3.1)
Price Waterhouse LLP
The following exhibits:
*99.1.1 -- Reference Trust Agreement including certain amendments to
the Trust Indenture and Agreement referred to under Exhibit
99.1.1.1 below.
99.1.1.1 -- Form of Trust Indenture and Agreement (filed as Exhibit
1.1.1 to Amendment No. 1 to Form S-6 Registration Statement
No. 33-62627 of Equity Securities Trust, Series 6, Signature
Series, Gabelli Entertainment and Media Trust on November 16,
1995 and incorporate herein by reference).
**99.1.3.5 -- Certificate of Incorporation of Reich & Tang Distributors,
Inc.
**99.1.3.6 -- By-Laws of Reich & Tang Distributors, Inc.
99.1.4 -- Form of Agreement Among Underwriters (filed as Exhibit 1.4
to Amendment No. 1 to Form S-6 Registration Statement No.
33-62627 of Equity Securities Trust, Series 6, Signature
Series, Gabelli Entertainment and Media Trust on November 16,
1995 and incorporated herein by reference).
99.2.1 -- Form of Certificate (filed as Exhibit 99.2.1 to Amendment
No. 1 to Form S-6 Registration Statement No. 33-62627 of
Equity Securities Trust, Series 6, Signature Series, Gabelli
Entertainment and Media Trust on November 16, 1995 and
incorporated herein by reference).
*99.3.1 -- Opinion of Battle Fowler LLP as to the legality of the
securities being registered, including their consent to the
filing thereof and to the use of their name under the headings
"Tax Status" and "Legal Opinions" in the Prospectus, and to
the filing of their opinion regarding tax status of the Trust.
**99.6.0 -- Power of Attorney of Reich & Tang Distributors, Inc., the
Depositor, by its officers and a majority of its Directors.
*99.27 - Financial Data Schedule (for EDGAR filing only).
- --------
* To be filed by amendment.
** Filed herein.
II-1
673539.1
<PAGE>
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Equity Securities Trust, Series 16, Signature Series, Zacks All-Star
Analysts Trust III, has duly caused this Registration Statement to be signed on
its behalf by the undersigned, hereunto duly authorized, in the City of New York
and State of New York on the 15th day of January, 1998.
EQUITY SECURITIES TRUST, SERIES 16,
SIGNATURE SERIES,
ZACKS ALL-STAR ANALYSTS TRUST III
(Registrant)
REICH & TANG DISTRIBUTORS, INC.
(Depositor)
By /s/ PETER J. DEMARCO
-------------------------------------
Peter J. DeMarco
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons, who
constitute the principal officers and a majority of the directors of Reich &
Tang Distributors, Inc., the Depositor, in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Name Title Date
<S> <C> <C>
RICHARD E. SMITH, III President
PETER S. VOSS Director
G. NEAL RYLAND Director
STEVEN W. DUFF Director
ROBERT F. HOERLE Managing Director January 15, 1998
PETER J. DEMARCO Executive Vice President
RICHARD I. WEINER Vice President
BERNADETTE N. FINN Vice President
LORRAINE C. HYSLER Secretary
RICHARD DE SANCTIS Treasurer
EDWARD N. WADSWORTH Executive Officer
By /s/ PETER J. DEMARCO
----------------------------------
Peter J. DeMarco
as Executive Vice President
and Attorney-In-Fact*
</TABLE>
- -----------------------------------
* Filed herewith
II-2
673539.1
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part if this
registration statement on Form S-6 (the "Registration Statement") of our report
dated February , 1998, relating to the Statement of Financial Condition,
including the Portfolio, of Equity Securities Trust, Series 16, Signature
Series, Zacks All-Star Analysts Trust III which appears in such Prospectus. We
also consent to the reference to us under the heading "Independent Accountants"
in such Prospectus.
PRICE WATERHOUSE LLP
160 Federal Street
Boston, MA 02110
February , 1998
II-3
673539.1
<PAGE>
CONSENT OF PORTFOLIO CONSULTANT
The Sponsor, Trustee and Certificateholders
Equity Securities Trust, Series 16, Signature Series,
Zacks All-Star Analysts Trust III
We hereby consent to the use of the name "Zacks" included herein and to
the reference to our Firm in the Prospectus.
ZACKS INVESTMENT RESEARCH INC.
New York, New York
February , 1998
<PAGE>
CERTIFICATE OF INCORPORATION
OF
REICH & TANG DISTRIBUTORS, INC.
FIRST: The name of the Corporation is Reich & Tang Distributors, Inc.
SECOND: The registered office of the Corporation in the State of
Delaware is to be located at 1209 Orange Street, Wilmington, New Castle County.
Its registered agent at such address is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful acts
or activities for which corporations may be organized under the General
Corporation Law of Delaware.
FOURTH: The total number of shares of stock which the Corporation
shall have authority to issue is One Thousand (1,000) designated as common stock
and the par value of each such share of common stock is One Cent ($.0l),
amounting in the aggregate to Ten Dollars ($10).
FIFTH: The name of the incorporator is Joseph P. Newman and his
mailing address is c/o Seward & Kissel, One Battery Park Plaza, New York, New
York 10004.
SIXTH: All corporate powers of the Corporation shall be exercised by
or under the direction of the board of directors except as otherwise provided
herein or by law.
673722.1
<PAGE>
In furtherance and not in limitation of the powers conferred by law
the board of directors is expressly authorized:
(i) to fix, abolish, determine and vary from time to time the amount
or amounts to be set apart as reserves;
(ii) to adopt, amend and repeal by-laws of the Corporation;
(iii) to authorize and cause to be executed mortgages and liens, with
or without limit as to amount, upon the real or personal property
of the Corporation;
(iv) from time to time to determine whether and to what extent, at
what time and place, and under what conditions and regulations
the accounts and books of the Corporation, or any of them, shall
be open to the inspection of any stockholder; and no stockholder
shall have any right to inspect any account or book or document
of the Corporation except as conferred by statute or by-law or as
authorized by resolution of the stockholders or board of
directors;
673722.1
<PAGE>
(v) to authorize the payment of compensation to the directors for
services to the Corporation, including fees for attendance at
meetings of the board of directors or of any committee thereof
and/or salaries for serving as such directors or committee
members, and to determine the amount of such compensation; (vi)
from time to time to formulate, establish, promote and carry out,
and to amend, alter, change, revise, recall, repeal or abolish, a
plan or plans for the participation by all or any of the
employees, including directors and officers, of the Corporation,
or of any corporation, company, association, trust or
organization in which or in the welfare of which the Corporation
has any interest, and those actively engaged in the conduct of
the Corporation's business, in the profits, gains or business of
the Corporation or of any branch or division thereof, as part of
the Corporation's legitimate expenses, and/or for the furnishing
to such employees, directors, officers or persons, or any of
them, at the Corporation's expense, of medical services,
insurance against accident, sickness or death, pensions during
old age, disability or unemployment, education, housing, social
services, recreation or other similar aids
673722.1
<PAGE>
for their relief or general welfare, in such manner and upon such
terms and conditions as the board of directors shall determine;
and
(vii) to authorize the guaranty by the Corporation of securities,
evidences of indebtedness and obligations of other persons,
firms, associations and corporations.
SEVENTH: A director of the Corporation shall not be personally liable
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit. If the Delaware General Corporation Law is hereafter
amended to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the Delaware General Corporation Law, as so amended. Any repeal or modification
of this Article SEVENTH by the stockholders of the Corporation shall
673722.1
<PAGE>
not adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification.
EIGHTH: Subject to Article SEVENTH, no person shall be liable to the
Corporation for any loss or damage suffered by it on account of any action taken
or omitted to be taken by him as a director or officer of the Corporation in
good faith, if such person (i) exercised or used the same degree of diligence,
care and skill as an ordinarily prudent man would have exercised or used under
the circumstances in the conduct of his own affairs, or (ii) took, or omitted to
take, such action in reliance upon advice of counsel for the Corporation, or
upon statements made or information furnished by officers or employees of the
Corporation which he had reasonable grounds to believe to be true, or upon a
financial statement of the Corporation prepared by an officer or employee of the
Corporation in charge of its accounts or certified by a public accountant or
firm of public accountants.
NINTH: Any contract, transaction or act of the Corporation or of the
board of directors which shall be approved or ratified by a majority of a quorum
of the stockholders
673722.1
<PAGE>
entitled to vote at any meeting shall be as valid and binding as though approved
or ratified by every stockholder of the Corporation; but any failure of the
stockholders to approve or ratify such contract, transaction or act, when and if
submitted, shall not be deemed in any way to invalidate the same or to deprive
the Corporation, its directors or officers of their right to proceed with such
contract, transaction or act.
TENTH: Every person who was or is a party or is threatened to be made
a party to or is involved in any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or a person of whom he is the legal representative is
or was a director or officer of the Corporation or is or was serving at the
request of the Corporation as a director or officer of another corporation, or
as its representative in a partnership, joint venture, trust or other
enterprise, shall be indemnified and held harmless by the Corporation to the
fullest extent legally permissible under the General Corporation Law of the
State of Delaware, as amended from
673722.1
<PAGE>
time to time, against all expenses, liabilities and losses (including attorneys'
fees, judgments, fines and amounts paid in settlement) reasonably incurred or
suffered by him in connection therewith. Such right of indemnification shall be
a contract right which may be enforced in any manner desired by such person.
Such right of indemnification shall not be exclusive of any other right which
such directors, officers or representatives may have or hereafter acquire and,
without limiting the generality of such statement, they shall be entitled to
their respective rights-of indemnification under any by-laws, agreement, vote of
stockholders, provision of law or otherwise, as well as their rights under this
Article.
The board of directors may adopt by-laws from time to time with
respect to indemnification to provide at all times the fullest indemnification
permitted by the General Corporation Law of the State of Delaware, as amended
from time to time, and may cause the Corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred in any such capacity or arising
673722.1
<PAGE>
out of such status, whether or not the Corporation would have the power to
indemnify such person against such liability.
ELEVENTH: Whenever a compromise or arrangement is proposed between
this Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 279 of Title 8 of the
Delaware Code, order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and
673722.1
<PAGE>
the said reorganization shall, if sanctioned by the court to which the said
application has been made, be binding on all the creditors or class of
creditors, and/or on all the stockholders or class of stockholders, of this
Corporation, as the case may be, and also on this Corporation.
TWELFTH: Elections of directors need not be by written ballot unless
the by-laws of the Corporation shall so provide.
THIRTEENTH: Any director or the entire board of directors may be
removed, with or without cause, at any time by the holders of a majority of the
shares then entitled to vote at an election of directors, and the vacancy in the
board of directors caused by such removal may be filled by the stockholders at
the time of such removal. FOURTEENTH: The Corporation reserves the right to
amend, alter, change or repeal any provision contained in this certificate of
incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred upon stockholders, directors and other persons herein are
granted subject to this reservation.
IN WITNESS WHEREOF, the undersigned, being the incorporator
hereinbefore named, for the purpose of forming a corporation pursuant to the
General Corporation Law of the
673722.1
<PAGE>
State of Delaware, does make this certificate this the 23rd day of October 1997.
----------------------------------
Joseph P. Newman, Incorporator
673722.1
BY-LAWS
OF
REICH & TANG DISTRIBUTORS, INC.
ARTICLE I
Offices
Section 1. The registered office of the Corporation shall be
in Wilmington, Delaware.
Section 2. The Corporation may have offices also at such other
places within and without the State of Delaware as the board of directors may
from time to time determine or as the business of the Corporation may require.
ARTICLE II
Meetings of Stockholders
Section 1. Meetings of stockholders shall be held at such
place, within or without the State of Delaware, as shall be designated from time
to time by the board of directors.
Section 2. Annual meetings of stockholders shall, unless
otherwise provided by the board of directors, be held on the * * * * * * in each
year if not a legal holiday, and if a legal holiday, then on the next full
business day following, at * * * * * * at which they shall elect a board of
directors and transact such other business as may properly be brought before the
meeting.
673719.1 1/13/98 6:49p
-1-
<PAGE>
Section 3. Written notice of the annual meeting, stating the
place, date and hour thereof, shall be given to each stockholder entitled to
vote thereat not less than ten or more than sixty days before the date of the
meeting.
Section 4. The secretary shall prepare and make, at least ten
days before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order with the address
of and the number of voting shares registered in the name of each. Such list
shall be open for ten days prior to any meeting of stockholders for the purpose
of examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of meeting,
or, if not so specified, at the place where the meeting is to be held, and shall
be produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.
Section 5. Special meetings of stockholders may be called by
the board of directors, by the president or by stockholders owning a majority in
amount of the entire capital stock of the Corporation issued and outstanding and
entitled to vote.
Section 6. Written notice of a special meeting of
stockholders, stating the place, date, hour and purpose thereof, shall be given
by the secretary to each stockholder entitled to vote thereat not less than ten
nor more than sixty days before the date fixed for the meeting. Such notice
shall state the purpose or purposes of the proposed meeting.
Section 7. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.
673719.1 1/13/98 6:49p
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<PAGE>
Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of stockholders, the stockholders entitled to vote
thereat, present in person or represented by proxy, shall have power to adjourn
the meeting from time to time without notice other than announcement at the
meeting if the adjournment is not for more than thirty days and a new record
date is not fixed for the adjourned meeting, until a quorum shall be present or
represented. If a quorum shall be present or represented at such adjourned
meeting any business may be transacted which might have been transacted at the
original meeting.
Section 9. When a quorum is present at any meeting, the
affirmative vote of a majority of the votes cast shall decide any question
brought before such meeting, unless the question is one upon which by express
provision of the statutes or of the certificate of incorporation a different
vote is required, in which case such express provision shall govern and control
the decision of such question.
Section 10. Each stockholder shall at every meeting of
stockholders be entitled to one vote in person or by proxy for each share of the
capital stock having voting power held by such stockholder, but no proxy shall
be voted on after three years from its date, unless the proxy provides for a
longer period. Two inspectors of election may be appointed by the board of
directors, or if not so appointed, then by the presiding officer of the meeting.
If inspectors
673719.1 1/13/98 6:49p
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<PAGE>
of election are appointed, all questions regarding the qualification of voters,
the validity of proxies and the acceptance or rejection of votes shall be
decided by such inspectors of election.
Section 11. Whenever the vote of stockholders at a meeting
thereof is required or permitted to be taken for or in connection with any
corporate action by any provisions of the applicable statutes or of the
certificate of incorporation, the meeting and vote of stockholders may be
dispensed with if all of the stockholders who would have been entitled to vote,
or less than all but not less than the holders of a majority of the stock
entitled to vote, upon the action if such meeting were held shall consent in
writing to such corporate action being taken; provided that the written consent
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted, and provided that prompt notice of the taking of corporate action without
a meeting and by less than unanimous written consent must be given to those
stockholders who have not consented in writing and who would have been entitled
to receive notice of a meeting of stockholders if the action had been taken at a
meeting and who are of record on the date of delivery of the consent to the
Corporation as provided below. The written consent shall bear the date of
signature of each stockholder who signs the consent. No written consent shall be
effective to take the corporate action referred to therein unless, within sixty
days of the earliest dated consent delivered to the Corporation, written
consents signed by a sufficient number of stockholders to take action are
delivered to the Corporation by delivery to its registered office in Delaware,
its principal place of business, or to the secretary or other agent of the
Corporation having custody of the minute book of the Corporation. Delivery made
to the
673719.1 1/13/98 6:49p
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<PAGE>
Corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested.
ARTICLE III
Directors
Section 1. The number of directors which shall constitute the
whole board shall be four. By amendment of this by-law the number may be
increased or decreased from time to time by the board of directors or the
stockholders within the limits permitted by law, but no decrease in the number
of directors shall change the term of any director in office at the time
thereof. The directors shall be elected at the annual meeting of stockholders,
except as provided in Section 2 of this Article, and each director shall hold
office until his successor is elected and qualified or until his earlier
resignation or removal. Any director may resign at any time upon written notice
to the Corporation. Any director or the entire board of directors may be
removed, with or without cause, at any time by the holders of a majority of the
shares then entitled to vote at an election of directors, and the vacancy in the
board of directors caused by such removal may be filled by the stockholders at
the time of such removal. Directors need not be stockholders.
Section 2. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office, though less than a quorum, and each of
the directors so chosen shall hold office until the next annual election and
until his successor is elected and qualified or until his earlier resignation or
removal.
673719.1 1/13/98 6:49p
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<PAGE>
Section 3. The business and affairs of the Corporation shall
be managed by or under the direction of its board of directors which shall
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the certificate of incorporation or by these
by-laws directed or required to be exercised or done by the stockholders.
Section 4. The first meeting of each newly elected board of
directors shall be held immediately following the adjournment of the annual
meeting of stockholders and at the place thereof. No notice of such meeting
shall be necessary to the directors in order legally to constitute the meeting,
provided a quorum shall be present. In the event such meeting is not so held,
the meeting may be held at such time and place as shall be specified in a notice
given as hereinafter provided for special meetings of the board of directors.
Section 5. The board of directors of the Corporation or any
committee thereof may hold meetings, both regular and special, either within or
without the State of Delaware. Regular meetings of the board of directors may be
held without notice at such time and at such place as shall from time to time be
determined by the board of directors. Special meetings of the board of directors
may be called by the president, and the president or the secretary shall call a
special meeting upon request of two directors. If given personally, by telephone
or by telegram, the notice shall be given at least the day prior to the meeting.
Notice may be given by mail if it is mailed at least three days before the
meeting. The notice need not specify the business to be transacted. In the event
of an emergency which in the judgment of the president requires immediate
action, a special meeting may be convened without notice, consisting of those
directors who are immediately available in person or by telephone and can be
joined in
673719.1 1/13/98 6:49p
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<PAGE>
the meeting in person or by conference telephone. The actions taken at such a
meeting shall be valid if at least a quorum of the directors participates either
personally or conference telephone.
Section 6. At meetings of the board of directors, ***********
of the directors at the time in office but in no event less than one-third of
the full number of directors shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the board of directors. If a quorum
shall not be present at any meeting of the board of directors, the directors
present thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present.
Section 7. The board of directors may designate one or more
committees of the board of directors, each committee to consist of one or more
of the directors of the Corporation, which, to the extent provided in the
resolution or in the by-laws of the Corporation, shall have and may exercise the
powers and authority, of the board of directors in the management of the
business and affairs of the Corporation and may authorize the seal of the
Corporation to be affixed to all papers which may require it; but no such
committee shall have the power or authority to approve, adopt or repeal any
by-laws of the Corporation or to approve, adopt or recommend to the stockholders
any action or matter expressly required by law to be submitted to the
stockholders for approval. Such committee or committees shall have such name or
names as may be determined from time to time by resolution adopted by the board
of directors. Unless the board of directors designates one or more directors as
alternate members of any committee, who may replace an absent or disqualified
member at
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<PAGE>
any meeting of the committee, the members of any such committee present at any
meeting and not disqualified from voting may, whether or not they constitute a
quorum, unanimously appoint another member of the board of directors to act at
the meeting in the place of any absent or disqualified member of such committee.
At meetings of any such committee, a majority of the members or alternate
members of such committee shall constitute a quorum for the transaction of
business and the act of a majority of members or alternate members present at
any meeting at which there is a quorum shall be the act of the committee.
Section 8. The committees shall keep regular minutes of their
proceedings.
Section 9. Any action required or permitted to be taken at any
meeting of the board of directors or of any committee thereof may be taken
without a meeting if a written consent thereto is signed by all members of the
board or of such committees, as the case may be, and such written consent is
filed with the minutes of proceedings of the board or committee.
Section 10. The members of the board of directors or any
committee thereof may participate in a meeting of such board or committee by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other and such
participation shall constitute presence in person at such meeting.
Section 11. The directors may be paid their expenses of
attendance at each meeting of the board of directors and may be paid a fixed sum
for attendance at each meeting of the board of directors or a stated salary as
director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation
673719.1 1/13/98 6:49p
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<PAGE>
therefor. Members of special or standing committees may be allowed like
reimbursement and compensation for attending committee meetings.
ARTICLE IV
Notices
Section 1. Notices to directors and stockholders mailed to
them at their addresses appearing on the books of the Corporation shall be
deemed to be given at the time when deposited in the United States mail.
Section 2. Whenever any notice is required to be given under
the provisions of the statutes or of the certificate of incorporation or of
these by-laws, waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent of notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened.
ARTICLE V
Officers
Section 1. The officers of the Corporation shall be chosen by
the board of directors at its first meeting after each annual meeting of
stockholders and shall be a president, a secretary and a treasurer. The board of
directors may choose also such vice presidents and additional officers or
assistant officers as it may deem advisable. Any number of offices may be held
by the same person.
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<PAGE>
Section 2. The board of directors may appoint such other
officers and agents as it desires who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.
Section 3. The officers of the Corporation shall hold office
at the pleasure of the board of directors. Each officer shall hold his office
until his successor is elected and qualified or until his earlier resignation or
removal. Any officer may resign at any time upon written notice to the
Corporation. Any officer elected or appointed by the board of directors may be
removed at any time by the board of directors. Any vacancy occurring in any
office of the Corporation by death, resignation, removal or otherwise shall be
filled by the board of directors.
Section 4. The president shall be the chief executive officer
of the Corporation, shall preside at all meetings of stockholders and of the
board of directors, shall have general and active management of the business of
the Corporation and shall see that all orders and resolutions of the board of
directors are carried into effect. He shall execute on behalf of the Corporation
and may affix the seal or cause the seal to be affixed to all instruments
requiring such execution except to the extent the signing and execution thereof
shall be expressly delegated by the board of directors to some other officer or
agent of the Corporation.
Section 5. The vice presidents shall act under the direction
of the president and in the absence or disability of the president shall perform
the duties and exercise the powers of the president. They shall perform such
other duties and have such other powers as the president or the board of
directors may from time to time prescribe. The board of directors may designate
one or more executive vice presidents or may otherwise specify the order of
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<PAGE>
seniority of the vice presidents and in that event the duties and powers of the
president shall descend to the vice presidents in the specified order of
seniority.
Section 6. The secretary shall act under the direction of the
president. Subject to the direction of the president he shall attend all
meetings of the board of directors and all meetings of stockholders and record
the proceedings in a book to be kept for that purpose and shall perform like
duties for the committees designated by the board of directors when required. He
shall give, or cause to be given, notice of all meetings of stockholders and
special meetings of the board of directors, shall have charge of the stock
ledger and shall perform such other duties as may be prescribed by the president
or the board of directors. He shall keep in safe custody the seal of the
Corporation and cause it to be affixed to any instrument requiring it.
Section 7. The assistant secretaries in the order of their
seniority, unless otherwise determined by the president or the board of
directors, shall, in the absence or disability of the secretary, perform the
duties and exercise the powers of the secretary. They shall perform such other
duties and have such other powers as the president or the board of directors may
from time to time prescribe.
Section 8. The treasurer shall act under the direction of the
president. Subject to the direction of the president he shall have the custody
of the corporate funds and securities and shall keep full and accurate accounts
of receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the board of
directors. He shall disburse the funds of the Corporation as may be ordered by
the president or the board
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<PAGE>
of directors, taking proper vouchers for such disbursements, and shall render to
the president and the board of directors, at its regular meetings, or when the
board of directors so requires, an account of all his transactions as treasurer
and of the financial condition of the Corporation.
Section 9. The assistant treasurers in the order of their
seniority, unless otherwise determined by the president or the board of
directors, shall in the absence or disability of the treasurer, perform the
duties and exercise the powers of the treasurer. They shall perform such other
duties and have such other powers as the president or the board of directors may
from time to time prescribe.
ARTICLE VI
Certificates of Stock
Section 1. Every holder of stock in the Corporation shall be
entitled to have a certificate, signed by, or in the name of the Corporation by,
the president or a vice president and the treasurer or an assistant treasurer or
the secretary or an assistant secretary of the Corporation, certifying the
number of shares owned by him in the Corporation.
Section 2. Any of or all the signatures on a certificate may
be a facsimile. In case any officer who has signed or whose facsimile signature
has been placed upon a certificate shall cease to be such officer before such
certificate is issued, it may be issued with the same effect as if he were such
officer at the date of issue. The seal of the Corporation or a facsimile thereof
may, but need not, be affixed to certificates of stock.
Section 3. The board of directors may direct a new certificate
or certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of any affidavit of that fact by the
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<PAGE>
person claiming the certificate or certificates to be lost, stolen or destroyed.
When authorizing such issue of a new certificate or certificates, the board of
directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to give the Corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate or certificates alleged
to have been lost, stolen or destroyed.
Section 4. Upon surrender to the Corporation or a transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation, if it is satisfied that all
provisions of the certificate of incorporation, of the by-laws and of the law
regarding the transfer of shares have been duly complied with, to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.
Section 5. The Corporation shall be entitled to recognize the
person registered on its books as the owner of shares to be the exclusive owner
for all purposes including voting and dividends, and the Corporation shall not
be bound to recognize any equitable or other claim to or interest in such share
or shares on the part of any other person, whether or not it shall have express
or other notice thereof, except as otherwise provided by the laws of Delaware.
Section 6. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive
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<PAGE>
payment of any dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change, conversion or exchange
of stock or for the purpose of any other lawful action, the board of directors
may fix, in advance, a record date, which shall not be more than sixty or less
than ten days before the date of such meeting, and not more than sixty days
prior to any other action. A determination of stockholders shall apply to any
adjournment of the meeting; provided, however, that the board of directors may
fix a new record date for the adjourned meeting.
ARTICLE VII
Miscellaneous
Section 1. There may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the directors from time
to time, in their absolute discretion, think proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for repairing or maintaining
any property of the Corporation, or for the purchase of additional property, or
for such other purpose as the director shall think conducive to the interest of
the Corporation, and the directors may modify or abolish any such reserve.
Section 2. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.
Section 3. The fiscal year of the Corporation shall be fixed
by resolution of the board of directors.
Section 4. The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its organization and the words "Corporate
Seal, Delaware". The seal
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<PAGE>
may be used by causing it or a facsimile thereof to be impressed, affixed or in
any other manner reproduced.
ARTICLE VIII
Indemnification
Section 1. Every person who was or is a party or is threatened
to be made a party to or is involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
or a person of whom he is the legal representative is or was a director or
officer of the Corporation or is or was serving at the request of the
Corporation or for its benefit as a director or officer of another Corporation,
or as its representative in a partnership, joint venture, trust or other
enterprise, shall be indemnified and held harmless to the fullest extent legally
permissible under and pursuant to any procedure specified in the General
Corporation Law of the State of Delaware, as amended from time to time, against
all expenses, liabilities and losses (including attorneys' fees, judgments,
fines and amounts paid or to be paid in settlement) reasonably incurred or
suffered by him in connection therewith. Such right of indemnification shall be
a contract right which may be enforced in any manner desired by such person.
Such right of indemnification shall not be exclusive of any other right which
such directors, officers or representatives may have or hereafter acquire and,
without limiting the generality of such statement, they shall be entitled to
their respective rights of indemnification under any by-law, agreement, vote of
stockholders, provision of law or otherwise, as well as their rights under this
Article.
Section 2. The board of directors may cause the Corporation to
purchase and maintain insurance on behalf of any person who is or was a director
or officer of the
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<PAGE>
Corporation, or is or was serving at the request of the Corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred in any such capacity or arising out of
such status, whether or not the Corporation would have the power to indemnify
such person.
Section 3. The board of directors may from time to time adopt
further by-laws with respect to indemnification and may amend these and such
by-laws to provide at all times the fullest indemnification permitted by the
General Corporation Law of the State of Delaware, as amended from time to time.
ARTICLE IX
Amendments
Section 1. The by-laws may be amended by the stockholders at
any annual or special meeting of stockholders, provided notice of intention to
amend shall have been contained in the notice of the meeting.
Section 2. The board of directors by a majority vote of the
whole board at any meeting may amend these by-laws, including by-laws adopted by
the stockholders, provided the stockholders may from time to time specify
particular provisions of the by-laws which shall not be amended by the board of
directors.
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Peter J. DeMarco with full power of substitution, as
his true and lawful attorney and agent to execute in his name and on his behalf,
in any and all capacities, the Registration Statement on Form S-6, and any and
all amendments thereto (including pre-effective amendments) filed by Reich &
Tang Distributors, Inc., as sponsor of various series of unit investment trusts,
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, and under the Investment Company Act of 1940, as amended, and any and
all other instruments which such attorney and agent deems necessary or advisable
to enable the Fund to comply with the Securities Act of 1933, as amended, the
Investment Company Act of 1940, as amended, the rules, regulations and
requirements of the Securities and Exchange Commission, and the securities or
Blue Sky laws of any state or other jurisdiction; and the undersigned hereby
ratifies and confirms as his own act and deed any and all that such attorney and
agent shall do or cause to be done by virtue hereof.
/s/Peter S. Voss
------------------------------
Peter S. Voss
313250.1
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Peter J. DeMarco with full power of substitution, as
his true and lawful attorney and agent to execute in his name and on his behalf,
in any and all capacities, the Registration Statement on Form S-6, and any and
all amendments thereto (including pre-effective amendments) filed by Reich &
Tang Distributors, Inc., as sponsor of various series of unit investment trusts,
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, and under the Investment Company Act of 1940, as amended, and any and
all other instruments which such attorney and agent deems necessary or advisable
to enable the Fund to comply with the Securities Act of 1933, as amended, the
Investment Company Act of 1940, as amended, the rules, regulations and
requirements of the Securities and Exchange Commission, and the securities or
Blue Sky laws of any state or other jurisdiction; and the undersigned hereby
ratifies and confirms as his own act and deed any and all that such attorney and
agent shall do or cause to be done by virtue hereof.
/s/ G. Neal Ryland
------------------------------
G. Neal Ryland
313250.1
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Peter J. DeMarco with full power of substitution, as
his true and lawful attorney and agent to execute in his name and on his behalf,
in any and all capacities, the Registration Statement on Form S-6, and any and
all amendments thereto (including pre-effective amendments) filed by Reich &
Tang Distributors, Inc., as sponsor of various series of unit investment trusts,
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, and under the Investment Company Act of 1940, as amended, and any and
all other instruments which such attorney and agent deems necessary or advisable
to enable the Fund to comply with the Securities Act of 1933, as amended, the
Investment Company Act of 1940, as amended, the rules, regulations and
requirements of the Securities and Exchange Commission, and the securities or
Blue Sky laws of any state or other jurisdiction; and the undersigned hereby
ratifies and confirms as his own act and deed any and all that such attorney and
agent shall do or cause to be done by virtue hereof.
/s/ Richard E. Smith III
------------------------------
Richard E. Smith III
313250.1
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Peter J. DeMarco with full power of substitution, as
his true and lawful attorney and agent to execute in his name and on his behalf,
in any and all capacities, the Registration Statement on Form S-6, and any and
all amendments thereto (including pre-effective amendments) filed by Reich &
Tang Distributors, Inc., as sponsor of various series of unit investment trusts,
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, and under the Investment Company Act of 1940, as amended, and any and
all other instruments which such attorney and agent deems necessary or advisable
to enable the Fund to comply with the Securities Act of 1933, as amended, the
Investment Company Act of 1940, as amended, the rules, regulations and
requirements of the Securities and Exchange Commission, and the securities or
Blue Sky laws of any state or other jurisdiction; and the undersigned hereby
ratifies and confirms as his own act and deed any and all that such attorney and
agent shall do or cause to be done by virtue hereof.
/s/ Steven W. Duff
------------------------------
Steven W. Duff
313250.1
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Peter J. DeMarco with full power of substitution, as
his true and lawful attorney and agent to execute in his name and on his behalf,
in any and all capacities, the Registration Statement on Form S-6, and any and
all amendments thereto (including pre-effective amendments) filed by Reich &
Tang Distributors, Inc., as sponsor of various series of unit investment trusts,
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, and under the Investment Company Act of 1940, as amended, and any and
all other instruments which such attorney and agent deems necessary or advisable
to enable the Fund to comply with the Securities Act of 1933, as amended, the
Investment Company Act of 1940, as amended, the rules, regulations and
requirements of the Securities and Exchange Commission, and the securities or
Blue Sky laws of any state or other jurisdiction; and the undersigned hereby
ratifies and confirms as his own act and deed any and all that such attorney and
agent shall do or cause to be done by virtue hereof.
/s/ Edward N. Wadsworth
------------------------------
Edward N. Wadsworth
313250.1
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Peter J. DeMarco with full power of substitution, as
her true and lawful attorney and agent to execute in her name and on her behalf,
in any and all capacities, the Registration Statement on Form S-6, and any and
all amendments thereto (including pre-effective amendments) filed by Reich &
Tang Distributors, Inc., as sponsor of various series of unit investment trusts,
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, and under the Investment Company Act of 1940, as amended, and any and
all other instruments which such attorney and agent deems necessary or advisable
to enable the Fund to comply with the Securities Act of 1933, as amended, the
Investment Company Act of 1940, as amended, the rules, regulations and
requirements of the Securities and Exchange Commission, and the securities or
Blue Sky laws of any state or other jurisdiction; and the undersigned hereby
ratifies and confirms as her own act and deed any and all that such attorney and
agent shall do or cause to be done by virtue hereof.
/s/ Bernadette N. Finn
------------------------------
Bernadette N. Finn
313250.1
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Peter J. DeMarco with full power of substitution, as
his true and lawful attorney and agent to execute in his name and on his behalf,
in any and all capacities, the Registration Statement on Form S-6, and any and
all amendments thereto (including pre-effective amendments) filed by Reich &
Tang Distributors, Inc., as sponsor of various series of unit investment trusts,
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, and under the Investment Company Act of 1940, as amended, and any and
all other instruments which such attorney and agent deems necessary or advisable
to enable the Fund to comply with the Securities Act of 1933, as amended, the
Investment Company Act of 1940, as amended, the rules, regulations and
requirements of the Securities and Exchange Commission, and the securities or
Blue Sky laws of any state or other jurisdiction; and the undersigned hereby
ratifies and confirms as his own act and deed any and all that such attorney and
agent shall do or cause to be done by virtue hereof.
/s/ Richard DeSanctis
------------------------------
Richard DeSanctis
313250.1
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Peter J. DeMarco with full power of substitution, as
his true and lawful attorney and agent to execute in his name and on his behalf,
in any and all capacities, the Registration Statement on Form S-6, and any and
all amendments thereto (including pre-effective amendments) filed by Reich &
Tang Distributors, Inc., as sponsor of various series of unit investment trusts,
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, and under the Investment Company Act of 1940, as amended, and any and
all other instruments which such attorney and agent deems necessary or advisable
to enable the Fund to comply with the Securities Act of 1933, as amended, the
Investment Company Act of 1940, as amended, the rules, regulations and
requirements of the Securities and Exchange Commission, and the securities or
Blue Sky laws of any state or other jurisdiction; and the undersigned hereby
ratifies and confirms as his own act and deed any and all that such attorney and
agent shall do or cause to be done by virtue hereof.
/s/ Richard I. Weiner
------------------------------
Richard I. Weiner
313250.1
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Peter J. DeMarco with full power of substitution, as
his true and lawful attorney and agent to execute in his name and on his behalf,
in any and all capacities, the Registration Statement on Form S-6, and any and
all amendments thereto (including pre-effective amendments) filed by Reich &
Tang Distributors, Inc., as sponsor of various series of unit investment trusts,
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, and under the Investment Company Act of 1940, as amended, and any and
all other instruments which such attorney and agent deems necessary or advisable
to enable the Fund to comply with the Securities Act of 1933, as amended, the
Investment Company Act of 1940, as amended, the rules, regulations and
requirements of the Securities and Exchange Commission, and the securities or
Blue Sky laws of any state or other jurisdiction; and the undersigned hereby
ratifies and confirms as his own act and deed any and all that such attorney and
agent shall do or cause to be done by virtue hereof.
/s/ Robert F. Hoerle
------------------------------
Robert F. Hoerle
313250.1
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Peter J. DeMarco with full power of substitution, as
her true and lawful attorney and agent to execute in her name and on her behalf,
in any and all capacities, the Registration Statement on Form S-6, and any and
all amendments thereto (including pre-effective amendments) filed by Reich &
Tang Distributors, Inc., as sponsor of various series of unit investment trusts,
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, and under the Investment Company Act of 1940, as amended, and any and
all other instruments which such attorney and agent deems necessary or advisable
to enable the Fund to comply with the Securities Act of 1933, as amended, the
Investment Company Act of 1940, as amended, the rules, regulations and
requirements of the Securities and Exchange Commission, and the securities or
Blue Sky laws of any state or other jurisdiction; and the undersigned hereby
ratifies and confirms as her own act and deed any and all that such attorney and
agent shall do or cause to be done by virtue hereof.
/s/ Lorraine C. Hysler
------------------------------
Lorraine C. Hysler
313250.1
