AMDOCS AUTOMATIC COMMON EXCHANGE SECURITY TRUST, N-2/A, 1999-05-06

AMDOCS AUTOMATIC COMMON EXCHANGE SECURITY TRUST
N-2/A, 1999-05-06

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 1999

SECURITIES ACT FILE NO. 333-73265

INVESTMENT COMPANY ACT FILE NO. 811-09245

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

------------------

FORM N-2

/X/ REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

/X/PRE-EFFECTIVE AMENDMENT NO. 1

/ /POST-EFFECTIVE AMENDMENT NO.

AND/OR

/X/ REGISTRATION STATEMENT UNDER THE

/X/ INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 1

------------------

AMDOCS AUTOMATIC

COMMON EXCHANGE SECURITY TRUST

(Exact Name of Registrant as Specified in Charter)

C/O GOLDMAN, SACHS & CO.
85 BROAD STREET

NEW YORK, NEW YORK 10004

(Address of Principal Executive Offices)

Registrant's Telephone Number, including Area Code: (212) 902-1000

KENNETH L. JOSSELYN, ESQ.
85 BROAD STREET

NEW YORK, NEW YORK 10004
(Name and Address of Agent for Service)

COPIES TO:

Robert E. Buckholz, Jr., Esq.
Sullivan & Cromwell

125 Broad Street
New York, New York 10004

------------------

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
As soon as practicable after the effective date of this Registration Statement.

If any securities being registered on this form will be offered on a
delayed or continuous basis in reliance on Rule 415 under the Securities Act of
1933, other than securities offered in connection with a dividend reinvestment
plan, check the following box. / /

It is proposed that this filing will become effective when declared
effective pursuant to section 8(c).

If appropriate, check the following box:

/ / This amendment designates a new effective date for a previously
filed registration statement.

/ / This form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act and the Securities Act
registration statement number of the earlier effective registration statement
for the same offering is 333-________.

------------------

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

<TABLE>
<CAPTION>
==================================================================================================================================
Title of Securities Amount To Be Proposed Maximum Offering Proposed Maximum Amount Of
Being Registered Registered Price Per Unit(1) Aggregate Offering Registration Fee(1)(2)
Price(1)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$____ Trust Automatic 11,500,000 $26.78 $307,970,000 $85,616
Common Exchange Securities
==================================================================================================================================
</TABLE>

(1) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933, as amended,
based upon the average of the high and low prices of the Ordinary
Shares on the price of which the offering price per unit of the
Securities will be based as reported on the New York Stock Exchange on
May 3, 1999.

(2) $2,950 previously paid.

THE REGISTRANT HEREBY AMENDS THIS 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.

<PAGE> 2

AMDOCS AUTOMATIC COMMON EXCHANGE SECURITY TRUST

CROSS-REFERENCE SHEET

(PURSUANT TO RULE 481(a) UNDER THE SECURITIES ACT OF 1933)

PART A & B OF PROSPECTUS*

<TABLE>
<CAPTION>
ITEM
NUMBER CAPTION LOCATION IN PROSPECTUS
------ ------- ----------------------
<S> <C> <C>
1. Outside Front Cover......................................... Front Cover Page

2. Cover Pages; Other Offering Information..................... Front Cover Page; Underwriting

3. Fee Table and Synopsis...................................... Prospectus Summary

4. Financial Highlights........................................ Not Applicable

5. Plan of Distribution........................................ Front Cover Page; Prospectus Summary;
Underwriting

6. Selling Shareholders........................................ Not Applicable

7. Use of Proceeds............................................. Prospectus Summary-The Trust's Investment
Policies; Use of Proceeds; Investment Objective
and Policies

8. General Description of the Registrant....................... Front Cover Page; Prospectus Summary;
The Trust; Investment Objective and Policies;
Risk Factors

9. Management.................................................. The Trust

10. Capital Stock, Long-Term Debt, and Other
Securities................................................. Investment Objective and Policies; Description of
the Securities; Certain Federal Income Tax
Considerations

11. Defaults and Arrears on Senior Securities................... Not Applicable

12. Legal Proceedings........................................... Not Applicable

13. Table of Contents of the Statement
of Additional Information.................................. Not Applicable

14. Cover Page.................................................. Not Applicable

15. Table of Contents........................................... Not Applicable

16. General Information and History............................. The Trust

17. Investment Objective and Policies........................... Investment Objective and Policies

18. Management.................................................. The Trust

19. Control Persons and Principal Holders of
Securities................................................. The Trust

20 Investment Advisory and Other Services....................... The Trust

21. Brokerage Allocation and Other Practices.................... Investment Objective and Policies

22. Tax Status.................................................. Certain Federal Income Tax Considerations

23. Financial Statements........................................ Statement of Assets and Liabilities
</TABLE>

- ---------------------------

* Pursuant to the General Instructions to Form N-2, all information
required to be set forth in Part B: Statement of Additional Information
has been included in Part A: The Prospectus. Information required to be
included in Part C is set forth under the appropriate item so numbered
in Part C of this Registration Statement.
<PAGE> 3
The information in this prospectus is not complete and may be changed. A
registration statement relating to the securities has been filed with the
Securities and Exchange Commission. We may not sell these securities until this
registration statement is effective. This prospectus is not an offer to sell
these securities and it is not soliciting an offer to buy these securities in
any state where the offer, solicitation or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 6, 1999

10,000,000 SECURITIES

AMDOCS AUTOMATIC COMMON EXCHANGE SECURITY TRUST

$____ Trust Automatic Common Exchange Securities (TRACES(TM)/(sm))
(Subject to exchange into Ordinary Shares of Amdocs Limited)

---------------------------

The $____ Trust Automatic Common Exchange Securities are a new series
of securities issued by the Amdocs Automatic Common Exchange Security Trust. The
Trust will pay quarterly distributions of $____ on each Security. On June __,
2002, the Trust will exchange each Security for either:

- Between 0.___ and one Ordinary Share of Amdocs
Limited,

- Cash equal to the value of those shares, or

- A combination of shares and cash.

The number of shares or amount of cash that will be delivered in exchange for
each Security will be based on the price of the Ordinary Shares during the
twenty business days before June __, 2002.

Under the circumstances described in this prospectus, the shares or
cash may be delivered between June __, 2002 and September __, 2002 instead of on
June __, 2002.

This is the first issuance of Securities by the Trust. As a result,
there is currently no public market for the Securities. The Trust will apply to
list the Securities on the New York Stock Exchange under the symbol "____".

The Ordinary Shares are currently traded on the New York Stock Exchange
under the symbol "DOX". The last reported sale price of the Ordinary Shares on
the New York Stock Exchange on May 4, 1999, was $26.88 per share. The Company is
not affiliated with the Trust.

The Trust is a newly organized, finite term closed-end investment
company. Shares of this type of fund frequently trade at a discount from net
asset value. This risk is separate from the risk that the Trust's net asset
value will fall. The Trust cannot predict whether the Securities will trade at,
below or above net asset value. The risk of purchasing investments in a
closed-end company that might trade at a discount may be greater for investors
who wish to sell their investments soon after completion of this offering.

---------------------------

This prospectus sets forth information about the Trust that you should
know before investing. You are advised to read this prospectus and to retain it
for future reference. Additional information about the Trust has been filed with
the Securities and Exchange Commission and is available upon written or oral
request and without charge. See "Further Information".

---------------------------

Consider carefully the "risk factors" beginning on page ___ of this
prospectus.

---------------------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

---------------------------

<TABLE>
<CAPTION>
Per Security Total
------------ -----
<S> <C> <C>
Initial Public Offering Price............................. $________ $________
Sales Load................................................ Not applicable Not applicable
Proceeds to the Trust..................................... $________ $________
</TABLE>

The Underwriters may, under certain circumstances, purchase up to an
additional 1,500,000 Securities from the Trust at the Initial Public Offering
Price.

The Underwriters expect to deliver the Securities against payment in New
York, New York on June __, 1999.

---------------------------

GOLDMAN, SACHS & CO.

BT ALEX. BROWN

LEHMAN BROTHERS

---------------------------
<PAGE> 4
Prospectus dated _______, 1999.

2
<PAGE> 5
PROSPECTUS SUMMARY

This summary is not a complete description of the Trust or the Securities.
It does not contain all the information that may be important to you. To
understand this offering fully, you must read this entire prospectus carefully,
including the Risk Factors beginning on page __.

This prospectus includes a Glossary, beginning on page __. You should
refer to the Glossary if you wish to understand the terms used in this
prospectus in detail.

THE TRUST

The Trust is a newly organized trust that exists only to offer the
Securities. The Trust's only activities will be to issue the Securities and to
invest in the U.S. Treasury securities and stock purchase contract described in
this prospectus.

THE TRUST'S INVESTMENT OBJECTIVE

The Trust's investment objective is to give the holder of each Security a
quarterly cash distribution of $____ and, on June __, 2002 (the "Exchange
Date"), between 0.____ and 1 Ordinary Share (or cash equal to the value of those
shares). The number of shares, or amount of cash, that a holder will receive in
exchange for a single Security will vary, depending on the average market price
of the Ordinary Shares over the twenty business days before the Exchange Date.

- If the average market price is less than $_______ but equal to
or greater than $______, the holder of each Security will
receive the number of Ordinary Shares that has a value equal
to $_______.

- If the average market price is equal to or greater than
$_______, the holder of each Security will receive 0.__
Ordinary Shares.

- If the average market price is less than $_______, the holder
of each Security will receive one Ordinary Share.

This formula will be adjusted if the Company takes certain steps that combine,
split or dilute the value of the Ordinary Shares. If this formula would require
the Trust to deliver a fraction of an Ordinary Share to any holder, the Trust
will instead deliver cash equal to the value of that fraction of a share.

Because of this formula, the holders of the Securities will receive part
of any increase in the value of the Ordinary Shares above $_____. However, the
holders of the Securities will not receive any increase in the value of the
Ordinary Shares unless that value rises higher than $____. The holders will bear
the entire amount of any decrease in the value of the Ordinary Shares.

For more detail, please see "Investment Objective and Policies".

THE TRUST'S INVESTMENT POLICIES

To achieve its investment objective, the Trust will invest all the
proceeds of the Securities in:

3
<PAGE> 6

- "Stripped" U.S. Treasury securities that will mature during
each quarter through June __, 2002. The Trust will use the
payments it receives as these U.S. Treasury securities mature
to pay the quarterly distributions on the Securities.

- A stock purchase contract (the "Contract") with a shareholder
of the Company (the "Seller"). The Seller will be required to
deliver Ordinary Shares to the Trust on the Exchange Date.
Alternatively, the Seller may choose to deliver the equivalent
amount of cash. If the Seller performs its obligations, the
Contract will provide the Trust with the Ordinary Shares or
cash that the Trust must deliver to the holders of the
Securities on the Exchange Date.

The Seller has the right to extend the Exchange Date under the Contract to
September __, 2002. If the Seller extends the Exchange Date under the Contract,
the Seller will not be required to deliver the Ordinary Shares or cash under the
Contract until September __, 2002. However, the Seller can then accelerate the
delivery of shares or cash to any date between June __, 2002 and September __,
2002. If the Seller extends or accelerates the Exchange Date under the Contract,
the holders of the Securities will not receive the shares or cash in exchange
for the Securities until the extended or accelerated Exchange Date, and the
number of shares or amount of cash would be calculated as of the extended or
accelerated Exchange Date. However, the holders of the Securities would receive
an additional, partial cash distribution on the Securities for the period of the
delay.

In some circumstances, the holders of the Securities may receive cash or
other common equity securities instead of or in addition to the Ordinary Shares.
For more detail, please see "-The Securities-Modifications to Delivery
Requirements".

The Seller will pledge collateral to the Trust to secure the Seller's
obligations under the Contract. The collateral will initially be the Ordinary
Shares that the Seller must deliver under the Contract. However, if the Seller
complies with its obligations under the Contract and its pledge, the Seller may
pledge U.S. Treasury securities instead of the Ordinary Shares.

The Trust will not change its investments, even if the value of the
Contract or the Ordinary Shares falls significantly or the financial condition
of the Company suffers. Furthermore, because the Trust is a grantor trust for
purposes of the U.S. federal tax laws, the trustees of the Trust will not have
the power to change the Trust's investments.

For more detail, please see "Investment Objective and Policies".

THE OFFERING

The Trust is offering 10,000,000 Securities to the public at a purchase
price of $____ per Security. This price is equal to the last reported sale price
of the Ordinary Shares on the New York Stock Exchange on the date of this
prospectus. The Securities are being offered through Goldman, Sachs & Co.
("Goldman Sachs"), 85 Broad Street, New York, New York 10004 BT Alex. Brown and
Lehman Brothers(the "Underwriters").

In addition, the Trust has granted the Underwriters an option to purchase
up to 1,500,000 additional Securities. These Securities may be used only to
cover over-allotments. For more detail, please see "Underwriting".

4
<PAGE> 7
THE SECURITIES

The Trust will pass through to the holders of the Securities all payments
that it receives on the U.S. Treasury securities that it purchases with the
proceeds of the Securities. Similarly, the Trust will deliver to the holders of
the Securities all Ordinary Shares, cash or other securities, that it receives
from the Seller under the Contract.

DISTRIBUTIONS. The holder of each Security will receive a distribution of
$____ each quarter. The Trust will pay these distributions on each March __,
June __, September __ and December __. However, if the Trust would be required
to make a distribution on a Saturday, Sunday or legal holiday, the Trust will
pay that distribution on the next business day instead. The Trust will make each
payment to the holder of the Security whose name appears in the Trust's books on
the business day before the applicable payment date. The first distribution will
be payable on September __, 1999 to holders of record on the previous business
day.

The only source of cash for the quarterly distributions on the Securities
will be the cash received from the U.S. Treasury securities purchased by the
Trust with the proceeds of the Securities. Part of each year's distributions on
the Securities will be treated as a return of capital under the U.S. federal
income tax laws. For more detail, please see "Description of
Securities-Distributions-Tax Treatment of Distributions" and "Certain Federal
Income Tax Considerations".

EXCHANGE FOR ORDINARY SHARES. On the Exchange Date, each Security will be
exchanged automatically for between 0.__ Ordinary Shares and one Ordinary Share,
as determined by the formula described under "-The Trust's Investment
Objective". However, if the Seller delivers cash instead of Ordinary Shares
under the Contract, the holders of the Securities will receive cash instead of
the Ordinary Shares. The amount of cash will be based on the average market
price of the Ordinary Shares during the twenty business days before the cash is
delivered. The number of Ordinary Shares or amount of cash that will be
delivered in exchange for the Securities will be adjusted if the Company takes
certain actions that have the effect of combining, splitting or diluting the
value of the Ordinary Shares.

MODIFICATIONS TO DELIVERY REQUIREMENTS. In some circumstances, the holders
of the Securities may receive cash, other common equity securities or other
property instead of or in addition to the Ordinary Shares, or the holders of the
Securities may receive the Ordinary Shares, cash or other securities on a date
other than June __, 2002:

- The Exchange Date for the shares and cash may be extended and
then accelerated by the Seller under the Contract as described
above. In this case, the holders of the Securities would not
receive the shares and cash until the extended or accelerated
date, but the holders would receive an additional, partial
cash distribution on the Securities for the period of delay.
For further detail, please see "Investment Objective and
Policies-The Contract-Extension and Acceleration of the
Exchange Date at the Option of the Seller".

- The Seller may elect to deliver cash instead of Ordinary
Shares under the Contract. If the Seller decides to deliver
cash instead of Ordinary Shares under the Contract, it may do
so in connection with a "rollover offering" - that is, an
offering of securities that refinances the Securities. If the
Seller completes a rollover offering, the Seller will deliver
the cash under the Contract by the fifth business day after
completing that offering. In this case, the holders of the
Securities would not receive the cash payable on exchange of
the

5
<PAGE> 8

Securities until the Seller pays it to the Trust. For further
detail, please see "Investment Objective and Policies-The
Contract-Cash Settlement; Rollover Offerings".

- If the Company merges with another entity, the Company is
liquidated, or certain similar events occur, holders of
Securities may receive other common equity securities, cash or
other property equal to the value of the other consideration
received by the Company's shareholders in that transaction,
rather than Ordinary Shares. If at least 30% of the
consideration received by the Company's shareholders in the
merger consists of cash or cash equivalents, then the Seller
will be required to deliver any consideration other than
common equity securities to the Trust within five business
days after the Seller receives that consideration. On the
Exchange Date, the Seller would be required to deliver the
common equity securities included in the merger consideration.
In this case, the holders of the Securities will receive cash
or other property representing part of the merger
consideration on a date before the scheduled Exchange Date,
and common equity securities representing the rest of the
merger consideration on the Exchange Date.

Instead of delivering any non-cash consideration at the time
of the merger, the Seller may choose to deliver cash equal to
the value of those assets. Similarly, instead of delivering
the common equity securities on the Exchange Date, the Seller
may choose to deliver cash equal to the value of those
securities.

For further detail, please see "Investment Objective and
Policies-The Contract-Reorganization Events".

- If the Company declares a dividend consisting of the shares of
common stock of another issuer, the Seller will be required to
deliver the shares received in the dividend, together with the
Ordinary Shares. In this case, the holders of Securities will
receive both Ordinary Shares and shares of the other issuer,
or cash equal to the value of those shares. For further
detail, please see "Investment Objective and Policies-The
Contract-Spin-Off Distributions".

- If the Seller defaults under the Contract or its collateral
arrangements, the Contract would be accelerated. In this case,
the holder of each Security would then receive an early
distribution of the Ordinary Shares, cash or other common
equity securities, instead of receiving the Ordinary Shares,
cash or other securities that would otherwise be delivered on
the Exchange Date. For further detail, please see "Investment
Objective and Policies-The Contract-Collateral Arrangements;
Acceleration Upon Default By the Seller".

For more detail, please see "Investment Objective and Policies".

VOTING RIGHTS. Holders will have the right to vote on changes to the terms
of the Securities, on the replacement of the trustees of the Trust and the
Trust's custodian, paying agent, transfer agent, registrar and other agents, and
on other matters affecting the Trust, as described below under the caption
"Description of Securities". However, holders of the Securities will not have
any voting rights with respect to the Ordinary Shares until they actually
receive Ordinary Shares in exchange for the Securities. For more detail, please
see "Description of Securities-Voting".

LISTING. The Trust will apply to list the Securities on the New York Stock
Exchange (the "NYSE") under the symbol "___".

6
<PAGE> 9
THE COMPANY

The Company is a leading provider of product-driven information system
solutions to major telecommunications companies in North America, Europe and
around the world. Its Business Support Systems consist of families of products
designed to meet the mission-critical needs of specific market sectors. It
provides integrated, comprehensive customer care and billing systems for
wireline and wireless network operators and service providers. The Company also
provides customer care and billing systems to companies that offer multiple
service packages, commonly referred to as convergent services, such as local,
long distance, international, data, Internet, Voice Over Internet Protocol,
cellular, personal communications services and paging. In addition, the Company
provides a full-range of directory sales and publishing systems to publishers of
both traditional printed yellow page and white page directories and Internet
directories.

The Company has prepared a prospectus that describes the Company and the
Ordinary Shares (the "Company Prospectus"). The Company Prospectus is attached
as Annex A to this prospectus. The Company is not affiliated with the Trust and
will not receive any of the proceeds from the sale of the Securities.

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

The Trust will be treated as a grantor trust under the U.S. federal income
tax laws. This means that under these laws, each holder will be treated as if it
owned directly its proportionate share of the assets held by the Trust.
Similarly, income and original issue discount received by the Trust will
generally be treated as income of the holders.

Under the U.S. federal income tax laws, the U.S. Treasury securities held
by the Trust will be treated as having "original issue discount" that will
accrue over the term of the U.S. Treasury securities. However, when the Trust
actually receives cash on these U.S. Treasury securities, these cash payments
will not be included in the holders' income. Instead, these payments will reduce
the holders' aggregate tax basis in the Securities. A holder will have taxable
gain or loss if the Trust receives cash instead of Ordinary Shares.

Holders should be aware that the Trust's assets could be characterized
differently under the federal income tax laws. Other characterizations could
require holders to include more interest in income than they would under the
analysis outlined above. For more detail, please see "Certain Federal Income Tax
Considerations".

RISK FACTORS

An investment in the Securities involves risk. Some of the risks of an
investment in the Securities are described under "Risk Factors", beginning on
page __. These risks include the following:

- The Trust will not dispose of the Contract even if the price of the
Ordinary Shares falls significantly or the financial condition of the
Company suffers. The holders will bear the entire amount of any
decrease in the value of the Ordinary Shares.

- Similarly, the Trust will not dispose of the U.S. Treasury securities
before they mature or the Trust terminates, whichever comes first,
even if their value falls significantly.

7
<PAGE> 10

- If the price of the Ordinary Shares rises, a holder of a Security
will not receive all of this increase in value. Holders will not
receive any of this increase if the average market price of the
Ordinary Shares at the Exchange Date is below $______. Holders will
receive only ____% of any increase in the value of the Ordinary
Shares over $____. On the other hand, holders of Securities will bear
all of any decrease in the value of the Ordinary Shares.

- The distributions on the Securities will be higher than the annual
dividends paid on the Ordinary Shares in the past year. However, the
distributions on the Securities will remain fixed. As a result, if
the dividend on the Ordinary Shares is raised, the distributions on
the Securities may then be lower than the dividends paid on the
Ordinary Shares.

- The number of Ordinary Shares or amount of cash that holders may
receive on the Exchange Date will be adjusted if the Company takes
certain actions, described in this prospectus, that have the effect
of combining, splitting or diluting the value of the Ordinary Shares.
The number of shares to be received by holders may not be adjusted
for other events that may adversely affect the price of the Ordinary
Shares, such as offerings of Ordinary Shares for cash or in
connection with acquisitions.

- The only assets held by the Trust will be the U.S. Treasury
securities and the Contract. An investment in the Trust will be
riskier than an investment in an investment company with diversified
investments.

- The trading prices of the Securities in the secondary market will be
directly affected by the trading prices of the Ordinary Shares in the
secondary market. The trading prices of the Ordinary Shares will be
influenced by the Company's operating results and prospects and by
economic, financial and other factors and market conditions. The
trading prices of the Securities will also be affected by
fluctuations in interest rates and other factors that are difficult
to predict and beyond the Trust's control.

- There can be no assurance that a secondary market will develop for
the Securities. If a secondary market does develop, there can be no
assurance that it will provide the holders with liquidity for their
investment or that it will continue for the life of the Securities.

- Holders of the Securities will not be entitled to any rights with
respect to the Ordinary Shares unless they actually receive Ordinary
Shares in exchange for the Securities. For example, holders of
Securities will not be entitled to vote the Ordinary Shares or
receive dividends.

FEES AND EXPENSES

UNDERWRITERS' COMPENSATION. The Seller will compensate the Underwriters
for the offering of the Securities because a significant portion of the proceeds
of the sale of the Securities will be used by the Trust to purchase the Contract
from the Seller. The Underwriting Agreement requires the Seller to pay the
Underwriters $____ for each Security sold in the offering.

ORGANIZATIONAL AND OFFERING COSTS. The Trust's organizational costs will
be approximately $10,000. The Trust's costs in connection with the offering of
the Securities will be approximately $_______. The Seller will pay these
organizational and offering costs.

8
<PAGE> 11

COSTS OF OTHER SERVICE PROVIDERS. At the closing of the offering of the
Securities, the Seller will make a one-time, up-front payment of $____ to the
Trust's administrator, custodian, paying agent and trustees as compensation for
their services to the Trust. The Seller will also pay the Trust's administrator
$_____ to cover the Trust's anticipated expenses. The Seller will pay any
ongoing expenses of the Trust above these estimated amounts and the Seller will
reimburse the Trust for any amounts it may pay as indemnification to the Trust's
administrator, custodian, paying agent or any trustee. If the Seller does not
pay these expenses and obligations, the Trust will have to pay them, and this
will reduce the amount available to distribute to holders.

DISCLOSURE REQUIRED BY THE SECURITIES AND EXCHANGE COMMISSION. The
Securities and Exchange Commission (the "SEC") requires the Trust to present its
expenses in the following format. The SEC has stated that it intends this
requirement to assist investors in understanding the various costs and expenses
that an investor in the Securities will bear directly or indirectly.

Because the Trust will not bear any fees or expenses, investors will not
bear any expenses directly.

INVESTOR TRANSACTION EXPENSES

<TABLE>
<CAPTION>
<S> <C>
Maximum Sales Load (as a percentage of the Initial Public Offering Price) ................. ___%(a)
Dividend Reinvestment and Cash Purchase Plan Fees.......................................... N/A

ANNUAL EXPENSES (AS A PERCENTAGE OF NET ASSETS)

Management Fees(b)......................................................................... 0%
Other Expenses(c).......................................................................... 0%
Total Annual Expenses(c).............................................................. 0%
======
</TABLE>

- ----------------------

(a) See "Underwriting".

(b) See "The Trust". The Trust will be internally managed; consequently,
there will be no separate investment advisory fee paid by the Trust. The
Chase Manhattan Bank will act as the administrator of the Trust.

(c) The organizational costs of the Trust in the amount of $10,000,
compensation payable to the Trust's administrator, custodian, paying
agent and trustees in the amount of $________ and approximately $_____
in costs in connection with the offering of the Securities will be paid
by the Seller. Anticipated ongoing expenses of the Trust over the term
of the Trust, estimated to be approximately $_____, as well as any
unanticipated operating expenses of the Trust, will also be paid by the
Seller. See "The Trust--Expenses of the Trust". Absent these
arrangements, the Trust's "Other Expenses" and "Total Annual Expenses"
would be approximately __% of the Trust's net assets.

The SEC also requires that closed-end investment companies present an
illustration of cumulative expenses (both direct and indirect) that an investor
would bear. The example must factor in the applicable Sales Load and must assume
that investors will receive a 5% annual return and will reinvest all
distributions at net asset value. PLEASE NOTE THAT THE ASSUMPTION OF A 5% ANNUAL
RETURN DOES NOT ACCURATELY REFLECT THE TRUST'S TERMS. SEE "INVESTMENT OBJECTIVE
AND POLICIES". ALSO, THE TRUST DOES NOT PERMIT HOLDERS TO REINVEST THE
DISTRIBUTIONS ON THE SECURITIES.

<TABLE>
<CAPTION>
EXAMPLE 1 YEAR 3 YEARS
- ------- ------ -------
<S> <C> <C>
You would bear the following expenses on a $10,000 investment,
including the applicable Sales Load of $___ and assuming (1) no
annual expenses and (2) a 5% annual return throughout the period. $___ $___
</TABLE>

9
<PAGE> 12
10
<PAGE> 13
THE TRUST

CREATION AND FORM OF THE TRUST

The Trust is a newly organized New York trust. It is a registered,
non-diversified, closed-end management investment company under the Investment
Company Act of 1940 (the "Investment Company Act"). The Trust was formed on
March 2, 1998 under a trust agreement, which was amended and restated as of June
__, 1999 to reflect the terms of this offering (the "Trust Agreement"). The
Trust's address is 85 Broad Street, New York, New York 10004 (telephone no.
(212) 902-1000).

THE TRUSTEES

The Trust will be internally managed by three trustees (the "Trustees").
One of the Trustees will be designated as the Trust's "Managing Trustee". The
Trustees will be responsible for the Trust's general management and operations.
However, the Trustees will not have the power to vary the investments held by
the Trust. See "Investment Objective and Policies". The Seller will pay each
Trustee, on behalf of the Trust, a one-time, up-front fee to cover the Trustee's
annual fee and anticipated out-of-pocket expenses. The Managing Trustee will
also receive an additional up- front fee for serving in that capacity.

Goldman Sachs, as the Trust's sponsor and the initial holder of the
Trust's Securities, has elected three individuals to serve as the Trustees.
Their names, ages, addresses and titles, their principal occupations during the
past five years and their compensation are as follows:

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
DURING
NAME, AGE AND ADDRESS TITLE PAST FIVE YEARS COMPENSATION
--------------------- ----- --------------- --------------
<S> <C> <C> <C>
Donald J. Puglisi, 53 Managing Trustee Professor of Finance $_____
Department of Finance University of Delaware
University of Delaware
Newark, DE 19716

William R. Latham III, 54 Trustee Professor of Economics $_____
Department of Economics University of Delaware
University of Delaware
Newark, DE 19716

James B. O'Neill, 59 Trustee Professor of Economics $_____
Center for Economic University of Delaware
Education &
Entrepreneurship
University of Delaware
Newark, DE 19716
</TABLE>

None of the Trustees is an "interested person" of the Trust as defined in
the Investment Company Act. Furthermore, none of the Trustees is a director,
officer or employee of any Underwriter or of the Trust's administrator, or of
any affiliate of any Underwriter or the Trust's administrator. Each of the
Trustees serves as a trustee of other similar trusts, but none of the Trustees
receives any compensation for serving as a trustee or director of any other
affiliated investment company.

11
<PAGE> 14
OTHER SERVICE PROVIDERS

ADMINISTRATOR. The Trust's day-to-day affairs will be managed by The Chase
Manhattan Bank as Administrator under an Administration Agreement, dated as of
June __, 1999 (the "Administration Agreement"). Under the Administration
Agreement, the Trustees have delegated most of their operational duties to the
Administrator, including the duties to:

- receive and pay invoices for expenses incurred by the Trust;

- with the approval of the Trustees, engage legal and other
professional advisors (other than the independent public accountants
for the Trust);

- instruct the Trust's paying agent to pay the distributions on the
Securities;

- prepare, mail, file and publish all notices, proxies, reports, tax
returns and other documents for the Trust, or direct the Trust's
paying agent to do so, and keep the Trust's books and records;

- select and engage an independent investment banking firm (after
consultation with the Seller), when the Trust is required to do so
under the Contract;

- at the direction of the Trustees, institute and prosecute legal and
other appropriate proceedings to enforce the Trust's rights and
remedies, but the Administrator is required to do so only if it
receives any indemnity that it requests; and

- make all necessary arrangements for meetings of the Trustees and any
meetings of holders.

The Administrator will not select the independent public accountants for
the Trust. The Administrator also will not sell any of the Trust's assets, or
permit any other agent of the Trust to do so, except when the Contract requires
the Trust to make a delivery, when the Trust is required to sell fractional
shares, when the collateral agreement securing the Contract requires the Trust
to sell collateral posted by the Seller, and when the Trust terminates.

CUSTODIAN. The Trust's assets will be held by The Chase Manhattan Bank as
the Trust's custodian (the "Custodian") under a Custodian Agreement, dated as of
June __, 1999 (the "Custodian Agreement").

COLLATERAL AGENT. The Custodian will also act as collateral agent (the
"Collateral Agent") under the collateral agreement among the Collateral Agent,
the Trust and the Seller (the "Collateral Agreement"). The Collateral Agent will
hold a perfected security interest in the Ordinary Shares and U.S. Government
obligations or other assets pledged by the Seller under the Collateral
Agreement. If the Seller defaults under the Contract or the Collateral
Agreement, it will be the Collateral Agent that sells the collateral posted by
the Seller and pays the proceeds of that sale to the Custodian for distribution
to the holders of the Securities.

PAYING AGENT. ChaseMellon Shareholder Services, L.L.C. will serve as the
transfer agent, registrar and paying agent (the "Paying Agent") for the
Securities under a Paying Agent Agreement, dated as of June __, 1999 (the
"Paying Agent Agreement").

OTHER INFORMATION CONCERNING THE TRUST'S AGENTS. The Administrator, the
Custodian, the Collateral Agent and the Paying Agent each have the right to
resign at any time on 60 days' notice to the Trust. The Trustees have the right
to remove any of these agents of the Trust at any time on

12
<PAGE> 15

60 days' notice or immediately if the agent defaults under the applicable
agreement or the Investment Company Act, suffers a bankruptcy, merges without
the Trust's consent or under several other circumstances. In order to ensure
that all the agents of the Trust are the same financial institution or affiliate
financial institutions, if any of these agents resigns or is removed, the
appointment of each of the other agents automatically terminates. However, no
resignation or removal of any of these agents will be effective until a
successor is appointed. If any of these agents resigns or is removed, the
Trustees are required to appoint a successor with the qualifications specified
in the Trust Agreement.

Except for their respective roles as Administrator, Custodian, Collateral
Agent and Paying Agent, The Chase Manhattan Bank and ChaseMellon Shareholder
Services, L.L.C. have no other affiliation with, and are not engaged in any
other transactions with, the Trust.

INDEMNIFICATION

The Trust will indemnify each Trustee, the Administrator, the Custodian,
the Collateral Agent and the Paying Agent against any liabilities or costs
(including the costs of defending against any liability) that it may incur in
acting in that capacity, except for willful misfeasance, bad faith, gross
negligence or reckless disregard of their respective duties or where applicable
law prohibits that indemnification. The Seller has agreed to reimburse the Trust
for any amounts it may be required to pay under these indemnifications. If the
Seller does not pay these amounts, the Trust will have to pay them, and this
will reduce the amount available to distribute to holders.

EXPENSES OF THE TRUST

At the closing of the offering of the Securities, the Seller will pay to
the Administrator, the Custodian, the Collateral Agent and the Paying Agent a
one-time, up-front payment of $_______ to cover their fees and the Trustees'
compensation described above. The Seller will also pay the Administrator a
one-time up-front payment of $________ to cover the Trust's anticipated
expenses. The anticipated Trust expenses to be paid by the Administrator out of
this amount include, among other things:

- expenses for legal and independent accountants' services;

- costs of printing proxies, Securities certificates and holder
reports; and

- fidelity bond coverage for the Trustee.

In addition, the Seller will pay the Trust's organizational costs of
approximately $10,000 and estimated costs in connection with the initial
registration and public offering of the Securities in the amount of $_______.

The amount that the Seller will pay to the Administrator to cover the
Trust's ongoing expenses was determined based on estimates made in good faith on
the basis of information currently available to the Trust, including estimates
furnished by the Trust's agents. It is possible, however, that the actual
operating expenses of the Trust will be substantially more than this amount. The
Seller has agreed to pay any excess expenses beyond this amount. If the Seller
does not pay those excess expenses, the Trust will have to pay them, and this
will reduce the amount available to distribute to holders.

TRUST TERMINATION

13
<PAGE> 16

The Trust will terminate automatically ten business days after the final
Exchange Date. However, if the Contract is accelerated, then the Trust will
terminate 10 business days after the Ordinary Shares, cash or other common
equity securities required to be delivered under the Contract are delivered. If
the Trust terminates before all the distributions on the Securities have been
paid, the Trust's Administrator will sell any U.S. Treasury securities then held
in the Trust and distribute the proceeds pro rata to the holders of the
Securities, together with the shares or cash delivered under the Contract.

VALUATION FOR INVESTMENT COMPANY ACT PURPOSES

In calculating the Trust's net asset value as required by the Investment
Company Act, the Trust Agreement provides that (i) the U.S. Treasury securities
held by the Trust will be valued at the mean between the last current bid and
asked prices or, if quotations are not available, as determined in good faith by
the Trustees, (ii) short-term investments having a maturity of 60 days or less
will be valued at cost with accrued interest or discount earned included in
interest receivable and (iii) the Contract will be valued on the basis of the
bid price received by the Trust for the Contract, or any portion of the Contract
covering not less than 1,000 shares, from an independent broker-dealer firm
unaffiliated with the Trust to be named by the Trustees who is in the business
of making bids on financial instruments similar to the Contract and with
comparable terms, or if such a bid quotation is not available, as determined in
good faith by the Trustees.

INVESTMENT COMPANY ACT EXEMPTION

The SEC has issued an order that exempts the Trust from the requirements
of Section 12(d)(1) of the Investment Company Act that restrict the amount of
Securities that registered investment companies could otherwise own.
Accordingly, registered investment companies may hold Securities in excess of
the limits imposed by Sections 12(d)(1)(A)(i) and 12(d)(1)(C) of the Investment
Company Act. However, any such investment company will be required to vote its
Securities in proportion to the votes of all other holders.

USE OF PROCEEDS

The net proceeds of this offering will be used immediately upon the
closing of this offering to:

- purchase a portfolio of stripped U.S. Treasury securities with face
amounts and maturities corresponding to the quarterly distributions
payable with respect to the Securities; and

- pay the purchase price to the Seller under the Contract.

INVESTMENT OBJECTIVE AND POLICIES

This prospectus includes a Glossary that states the definitions given to
some of the capitalized terms used in this prospectus in the Contract, the Trust
Agreement and the Collateral Agreement. You should refer to the Glossary if you
wish to understand the terms used in this prospectus in detail. Some of these
definitions are summarized in the descriptions below.

INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS; FUNDAMENTAL POLICIES

The Trust's investment objective is to give the holder of each Security a
quarterly cash distribution of $____ and, on the Exchange Date, between 0.____
and 1 Ordinary Shares (or cash equal to the value of those shares). The number
of shares, or amount of cash, that a holder will

14
<PAGE> 17

receive in exchange for a single Security will vary, depending on the average
market price of the Ordinary Shares over the twenty business days before the
Exchange Date. The value of the Ordinary Shares (or cash or Marketable
Securities received in lieu of Ordinary Shares) that will be received by a
holder under the Securities may be more or less than the amount the holder paid
for the Securities.

To achieve its investment objective, the Trust will use the proceeds of
the Securities to buy and hold:

- a portfolio of stripped U.S. Treasury securities that will mature
during each quarter through June __, 2002; and

- the Contract.

The Trust has adopted the following fundamental policies:

- the Trust will invest at least 70% of its total assets in the
Contract;

- the Contract may not be disposed of during the term of the Trust;

- the U.S. Treasury securities held by the Trust may not be disposed
of before the earliest of their respective maturities, the
occurrence of a Reorganization Event where the consideration does
not include any Marketable Securities, a default by the Seller under
the Contract, and the termination of the Trust; and

- the Trust may not purchase any securities or instruments other than
the U.S. Treasury securities, the Contract and the Ordinary Shares
or other assets received pursuant to the Contract and, for cash
management purposes, the short-term obligations of the U.S.
Government described under "-Temporary Investments" below; issue any
securities or instruments except for the Securities; make short
sales or purchases on margin; write put or call options; borrow
money; underwrite securities; purchase or sell real estate,
commodities or commodities contracts; make loans (other than the
purchase of stripped U.S. Treasury securities as described in this
prospectus); or take any action that would or could cause the Trust
not to be a "grantor trust" for purposes of the U.S. federal income
tax laws.

The foregoing investment objective and policies are fundamental policies
of the Trust that may not be changed without the approval of a majority of the
Trust's outstanding Securities. A "majority of the Trust's outstanding
Securities" means the lesser of (i) 67% of the Securities represented at a
meeting at which more than 50% of the outstanding Securities are represented,
and (ii) more than 50% of the outstanding Securities.

Because of the foregoing limitations, the Trust's investments will be
concentrated in the information systems industry, which is the industry in which
the Company operates. The Trust is not permitted to purchase restricted
securities.

THE COMPANY AND THE ORDINARY SHARES

15
<PAGE> 18

customer care and billing systems to companies that offer multiple service
packages, commonly referred to as convergent services, such as local, long
distance, international, data, Internet, Voice Over Internet Protocol, cellular,
personal communications services and paging. In addition, the Company provides a
full-range of directory sales and publishing systems to publishers of both
traditional printed yellow page and white page directories and Internet
directories.

The Ordinary Shares are traded on the NYSE. The following table sets
forth, for the calendar quarters indicated, the reported high and low sales
prices of the Ordinary Shares on the NYSE Consolidated Tape and the cash
dividends per Ordinary Share. As of June __, 1999, there were ____ record
holders of the Ordinary Shares, including The Depository Trust Company, which
holds Ordinary Shares on behalf of an indeterminate number of beneficial owners.

<TABLE>
<CAPTION>
DIVIDEND
PER
HIGH LOW SHARE
-------- -------- ------------
Fiscal year 1998:
<S> <C> <C> <C>
Third Quarter 1998 (since June 19, 1998).................... $16.50 $14.00 -
Fourth Quarter 1998......................................... $15.50 $ 8.38 -
Fiscal year 1999: -
First Quarter 1999.......................................... $17.25 $ 8.88 -
Second Quarter 1999..................................... $25.81 $15.06 -
Third Quarter 1999 (through May 4, 1999)................ $28.88 $21.00
</TABLE>

Holders will not be entitled to any rights with respect to the Ordinary
Shares (including voting rights and rights to receive dividends or other
distributions on the Ordinary Shares) unless they actually receive Ordinary
Shares in exchange for the Securities.

Please refer to the attached Company Prospectus, dated ________ __, 1999
(pages A-1 through A-_ hereto), which describes the Company and the Ordinary
Shares. The Company is not affiliated with the Trust and will not receive any of
the proceeds from the sale of the Securities. The Company Prospectus relates to
an aggregate of 10,000,000 Ordinary Shares (and an additional aggregate
1,500,000 shares if the Underwriters exercise their over-allotment option).

THE CONTRACT

The Trust will enter into a Contract with the Seller obligating the Seller
to deliver to the Trust on the Exchange Date a number of Ordinary Shares equal
to the product of the Exchange Rate (as defined below) times the initial number
of Ordinary Shares covered by the Contract. The aggregate initial number of
Ordinary Shares under the Contract will equal the aggregate number of Securities
offered by this prospectus (and will be increased if the Underwriters exercise
their over-allotment option).

The aggregate purchase price that the Trust will pay under the Contract
will be $______. The Trust will pay this purchase price on the closing date of
this offering (or, for the portion of the Contract relating to the Securities to
be sold under the Underwriters' over-allotment option, on the closing date for
the exercise of that option). This purchase price was arrived at by arm's-length
negotiation between the Trust and the Seller, taking into consideration factors
including the price, the expected dividend level and volatility of the Ordinary
Shares, current interest rates, the term of the Contract, current market
volatility generally, the collateral pledged by the Seller, the value of other
similar instruments and the costs and anticipated proceeds of the offering of
the Securities.

The Contract provides that if the Seller under delivers Securities to the
Trust on or before the Exchange Date, the Seller's obligation to deliver
Ordinary Shares (or cash) will be proportionately

16
<PAGE> 19

reduced. The delivery of Securities in partial or complete satisfaction of the
Seller's obligations will not, however, affect the amount of Ordinary Shares or
cash that will be received by the holder of each Security that remains
outstanding on the Exchange Date.

All matters relating to the administration of the Contract will be the
responsibility of either the Administrator or the Custodian.

THE EXCHANGE RATE. The "Exchange Rate" will be calculated by a formula
based on the "Average Market Price" of the Ordinary Shares on the Exchange Date:

- If the Average Market Price is less than $_______ (the "Appreciation
Threshold Price") but equal to or greater than $_____ (the "Initial
Price"), the Exchange Rate will be the number of Ordinary Shares
having a value (determined at the Average Market Price) equal to the
Initial Price.

- If the Average Market Price is equal to or greater than the
Appreciation Threshold Price, the Exchange Rate will be _______
Ordinary Shares.

- If the Average Market Price is less than the Initial Price, the
Exchange Rate will be one Ordinary Share.

This formula will be adjusted if the Company takes certain steps that combine,
split or dilute the value of the Ordinary Shares. See "-The Contract-Dilution
Adjustments". The Exchange Rate will be rounded upward or downward to the
nearest 1/10,000 (or if there is not a nearest 1/10,000, to the next lower
1/10,000). If this formula would require the Trust to deliver a fraction of an
Ordinary Share to any holder, the Trust will instead deliver cash equal to the
value of that fraction of a share.

The "Average Market Price" per Ordinary Share on any date means the
average Closing Price of an Ordinary Share on the 20 Trading Days immediately
before but not including that date. The Average Market Price will be calculated
in a different manner if the Seller carries out a Rollover Offering (as defined
below), as described under "-Cash Settlement; Rollover Offerings".

The "Closing Price" of the Ordinary Shares (or any other common equity
security) on any date means the closing sale price (or, if no closing sale price
is reported, the last reported sale price) of that security as reported on the
NYSE Consolidated Tape on that date or, if the security is not listed for
trading on the NYSE on that date, as reported in the composite transactions for
the principal United States national or regional securities exchange on which
the security is so listed, or if the security is not listed on a United States
national or regional securities exchange on that date, as reported by the NASDAQ
National Market or, if the security is not reported by that market on that date,
the last quoted bid price for the security in the over-the-counter market as
reported by the National Quotation Bureau or any similar organization. However,
if any event that results in an adjustment to the number of Ordinary Shares
deliverable under the Contract, as described under "-The Contract-Dilution
Adjustments", occurs before the Exchange Date, the Closing Price as determined
pursuant to the foregoing will be appropriately adjusted, in the manner
described under "-The Contract-Dilution Adjustments", to reflect the occurrence
of that event.

A "Trading Day" for any common equity security means a day on which the
security (A) is not suspended from trading on any United States national or
regional securities exchange or association or over-the-counter market at the
close of business and (B) has traded at least once on the United States national
or regional securities exchange or association or over-the-counter market that
is the primary market for the trading of that security.

17
<PAGE> 20

For illustrative purposes only, the following chart shows the number of
Ordinary Shares that a holder would receive for each Security at various Average
Market Prices. The chart assumes that there would be no adjustments to the
number of Ordinary Shares deliverable under the Contract by reason of the
occurrence of any of the events described under "-The Contract-Dilution
Adjustments". There can be no assurance that the Average Market Price on the
Exchange Date will be within the range set forth below. Given the Initial Price
of $_____ per Security and the Appreciation Threshold Price of $_____, a holder
would receive in connection with the exchange of Securities on the Exchange Date
the following number of Ordinary Shares:

AVERAGE MARKET PRICE NUMBER OF ORDINARY
OF ORDINARY SHARES SHARES PER SECURITY
-------------------- -------------------

EXTENSION AND ACCELERATION OF THE EXCHANGE DATE AT THE OPTION OF THE
SELLER. The Seller has the right to extend the Exchange Date under the Contract
to September __, 2002. If the Seller extends the Exchange Date, the Seller will
not be required to deliver the Ordinary Shares or cash under the Contract until
September __, 2002. However, once the Seller extends the Exchange Date, the
Seller can then accelerate the delivery of shares or cash to any date between
June __, 2002 and September __, 2002. If the Seller extends or accelerates the
Exchange Date, the holders of the Securities will not receive the shares or cash
in exchange for the Securities until the extended or accelerated Exchange Date,
and the number of shares and amount of cash would be calculated as of the
extended or accelerated Exchange Date. However, the holders of the Securities
would receive an additional, partial cash distribution on the Securities on the
extended or accelerated Exchange Date.

The amount of the additional, partial distribution that would be paid on
the Securities would be a portion of the regular quarterly distribution on the
Securities pro-rated to reflect the number of days by which the Exchange Date is
extended. For example, if the Exchange Date is extended to September __, 2002
and then accelerated to August __, 2002 (i.e., two-thirds of the time between
June __, 2002 and September __, 2002), the additional distribution would be
equal to two-thirds of the regular quarterly distribution.

CASH SETTLEMENT; ROLLOVER OFFERINGS. The Seller may elect to deliver cash,
instead of Ordinary Shares, on the Exchange Date (whether or not extended or
accelerated) under the Contract. If the Seller chooses to deliver cash instead
of Ordinary Shares, the amount of that cash will be equal to the value, based on
the Average Market Price at the Exchange Date, of the number of shares that the
Seller would otherwise be required to deliver on the Exchange Date.

The Seller may also choose to deliver cash, instead of Ordinary Shares, in
connection with a "Rollover Offering". A "Rollover Offering" is a reoffering or
refinancing of Securities effected by the Seller not earlier than June __, 2002,
by means of a completed public offering or offerings or another similar offering
(which may include one or more exchange offers), by or on behalf of the Seller.
If the Seller chooses to carry out a Rollover Offering, the "Average Market
Price" will be the Closing Price per Ordinary Share on the Trading Day
immediately before the date that the Rollover Offering is priced (the "Pricing
Date") or, if the Rollover Offering is priced after 4:00 P.M., New York City
time, on the Pricing Date, the Closing Price per share on the Pricing Date.

18
<PAGE> 21

If the Seller carries out a Rollover Offering that is consummated on or
before the Exchange Date, the cash payable by the Seller will be delivered to
the Trust within five Trading Days of the Exchange Date (which may be extended
and accelerated as described above), instead of on the Exchange Date itself.
Accordingly, the holders of the Securities may not receive a portion of the cash
deliverable in exchange for the Securities until the fifth Trading Day after the
Exchange Date.

DILUTION ADJUSTMENTS. The Exchange Rate will be adjusted if the Company
(i) pays a stock dividend or makes a distribution with respect to the Ordinary
Shares in shares of that stock, (ii) subdivides or splits its outstanding
Ordinary Shares, (iii) combines its outstanding Ordinary Shares into a smaller
number of shares, or (iv) issues by reclassification of its Ordinary Shares any
other ordinary shares of the Company. In any such event, the Exchange Rate will
be adjusted as follows: for each Ordinary Share that would have been deliverable
under a Security upon exchange before the adjustment, the holder of that
Security will receive the number of Ordinary Shares (or, in the case of a
reclassification referred to in clause (iv) above, the number of other ordinary
shares of the Company issued pursuant to that reclassification), or the fraction
of such shares, that a shareholder who held one Ordinary Share immediately
before that event would be entitled solely by reason of that event to hold
immediately after that event.

In addition, if the Company issues rights or warrants to all holders of
Ordinary Shares entitling them to purchase Ordinary Shares at a price per share
less than the Then-Current Market Price (as defined below) of the Ordinary
Shares (other than rights to purchase Ordinary Shares pursuant to a plan for the
reinvestment of dividends or interest), then the Exchange Rate will be adjusted
pursuant to the following formula:

A = ER x OS + AS
-------
OS + PS

where

ER = the Exchange Rate before the adjustment;

OS = the number of Ordinary Shares outstanding immediately before the
time (determined as described below) the adjustment is effected by
reason of the issuance of those rights or warrants;

AS = the number of additional Ordinary Shares offered for purchase
pursuant to those rights or warrants; and

PS = the number of additional Ordinary Shares that the aggregate offering
price of the total number of Ordinary Shares so offered for purchase
would purchase at the Then-Current Market Price.

To the extent that, after expiration of those rights or warrants, any of the
Ordinary Shares offered by such rights or warrants are not actually delivered,
the Exchange Rate will be further adjusted to equal the Exchange Rate that would
have been in effect if the foregoing adjustment had been made upon the basis of
delivery of only the number of Ordinary Shares actually delivered.

The "Then-Current Market Price" of the Ordinary Shares, for the purpose of
making any dilution adjustment, means the average Closing Price per Ordinary
Share for the five Trading Days immediately before the time that adjustment is
effected (or, in the case of an adjustment effected at the opening of business
on the business day after a record date, as described below, immediately before
the earlier of the time the adjustment is effected and the related "ex-date" on
which the Ordinary Shares first trade regular way on their principal market
without the right to receive the relevant dividend, distribution or issuance).

19
<PAGE> 22

In addition, if the Company pays a dividend or makes a distribution to all
holders of Ordinary Shares of evidences of its indebtedness or other non-cash
assets (excluding any stock dividends or distributions in Ordinary Shares
described above and any Spin-Off Distributions (as defined below)) or issues to
all holders of Ordinary Shares rights or warrants to subscribe for or purchase
any of its securities (other than rights or warrants referred to in the second
paragraph of this subsection), then the Exchange Rate will be adjusted pursuant
to the following formula:

A = ER x T
------
T - V

where

ER = the Exchange Rate before the adjustment;

T = the Then-Current Market Price per Ordinary Share; and

V = the fair market value (as determined by a nationally recognized
independent investment banking firm retained for this purpose by
the Administrator) as of the time the adjustment is effected of the
portion of those evidences of indebtedness, non-cash assets or
rights or warrants applicable to one Ordinary Share.

In addition, if the Company distributes cash (other than any Permitted
Dividend (as defined below), any cash distributed in consideration of fractional
Ordinary Shares and any cash distributed in a Reorganization Event (as defined
below)), by dividend or otherwise, to all holders of Ordinary Shares or makes an
Excess Purchase Payment (as defined below), then the Exchange Rate will be
adjusted pursuant to the following formula:

A = ER x T
-----
T - D

where

ER = the Exchange Rate before the adjustment;

T = the Then-Current Market Price per Ordinary Shares on the record
date for that distribution; and

D = the amount of that distribution applicable to one Ordinary Share
that would not be a Permitted Dividend or, in the case of an Excess
Purchase Payment, the aggregate amount of that Excess Purchase
Payment divided by the number of outstanding Ordinary Shares on
that record date.

For purposes of these adjustments,

(a) the term "Permitted Dividend" means any quarterly cash dividend on
the Ordinary Shares, other than a quarterly cash dividend that
exceeds the immediately preceding quarterly cash dividend, and then
only to the extent that the per share amount of that dividend results
in an annualized dividend yield on the Ordinary Shares above ____%;
and

(b) the term "Excess Purchase Payment" means the excess, if any, of (i)
the cash and the value (as determined by a nationally recognized
independent investment banking firm retained for this purpose by the
Administrator) of all other consideration paid by the Company with
respect to one Ordinary Share acquired in a tender offer or exchange
offer by the Company, over (ii) the Then-Current Market Price per
Ordinary Share.

20
<PAGE> 23
If any adjustment in the Exchange Rate must be made pursuant to the
formulas described above, corresponding adjustments will be made to the Initial
Price and the Appreciation Threshold Price.

Dilution adjustments will be effected: (i) in the case of any dividend,
distribution or issuance described above, as of the opening of business on the
business day after the record date for determination of holders of Ordinary
Shares entitled to receive that dividend, distribution or issuance or, if the
announcement of any such dividend, distribution or issuance is after that record
date, at the time that dividend, distribution or issuance is announced by the
Company; (ii) in the case of any subdivision, split, combination or
reclassification described above, on the effective date of that transaction;
(iii) in the case of any Excess Purchase Payment for which the Company
announces, at or before the time it commences the relevant share repurchase, the
repurchase price for those shares to be repurchased, on the date of that
announcement; and (iv) in the case of any other Excess Purchase Payment, on the
date that the holders of Ordinary Shares become entitled to payment with respect
to that Excess Purchase Payment. There will be no adjustment under the Contract
for any dividends, distributions, issuances or repurchases that may be declared
or announced after the Exchange Date.

If an adjustment is made because the Company announces or declares a
record date for a dividend, distribution, issuance or repurchase, and the
dividend, distribution, issuance or repurchase does not actually occur, then the
Exchange Rate will be further adjusted to equal the Exchange Rate that would
have been in effect if the adjustment for that dividend, distribution, issuance
or repurchase had not been made. If an adjustment is made because the Company
announces a share repurchase, and the Company reduces the repurchase price or
repurchases fewer shares than announced, then upon completion of that share
repurchase, the Exchange Rate will be further adjusted to equal the Exchange
Rate that would have been in effect if the adjustment for that repurchase had
been based on the actual price and amount repurchased. All dilution adjustments
will be rounded upward or downward to the nearest 1/10,000 (or if there is not a
nearest 1/10,000, to the next lower 1/10,000). No adjustment in the Exchange
Rate will be required unless that adjustment would require an increase or
decrease of at least one percent in the Exchange Rate. However, any adjustments
that are not required to be made because of this limit will be carried forward
and taken into account in any subsequent adjustment.

REORGANIZATION EVENTS. If a Reorganization Event occurs, the Seller will
be required to deliver on the Exchange Date, in lieu of each Ordinary Share
subject to the Contract, cash in an amount equal to:

- If the Transaction Value (as defined below) is less than the
Appreciation Threshold Price but equal to or greater than the
Initial Price, the Initial Price.

- If the Transaction Value is greater than or equal to the
Appreciation Threshold Price, 0.__ multiplied by the Transaction
Value.

- If the Transaction Value is less than the Initial Price, the
Transaction Value.

This amount of cash is referred to as the "Basic Reorganization Event Amount".

If the consideration received by the holders of Ordinary Shares in the
Reorganization Event (the "Merger Consideration") includes Marketable
Securities, the Seller may choose to deliver those Marketable Securities on the
Exchange Date in lieu of delivering the cash value of those Marketable
Securities as described above. If the Seller chooses to deliver Marketable
Securities on the Exchange Date, the holders of the Securities will be
responsible for paying all brokerage and other transaction costs when they
resell those securities.

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<PAGE> 24

Notwithstanding the foregoing, if at least 30% of the Merger Consideration
consists of cash or cash equivalents (a "Cash Merger"), then delivery of the
Merger Consideration, other than any consideration consisting of Marketable
Securities, will be accelerated as follows. The Seller will be required:

- within five business days after the Seller receives the Merger
Consideration, to deliver to the Trust the portion of the Merger
Consideration, other than Marketable Securities, calculated as
described below (the "Accelerated Portion") (and the Trust will
promptly distribute this property to the holders of the Securities);
and

- on the Exchange Date, to deliver to the Trust the number of
Marketable Securities calculated as described below.

Instead of delivering any non-cash consideration at the time of a merger,
the Seller may choose to deliver cash equal to the Value of those assets.
Similarly, instead of delivering Marketable Securities on the Exchange Date, the
Seller may choose to deliver cash equal to the value, based on the Average
Market Price at the Exchange Date, of the number of Marketable Securities that
the Seller would otherwise be required to deliver on the Exchange Date.

The Accelerated Portion per Security will be the portion of the Merger
Consideration, other than Marketable Securities, that has a Value (as defined
below) equal to the amount determined pursuant to the following formula:

AP = BREA x OC
TV

where:

AP = the Value of the Accelerated Portion;

BREA = the Basic Reorganization Event Amount;

OC = the Value of the portion of the Merger Consideration received
in exchange for a single Ordinary Share that consists of assets
other than Marketable Securities; and

TV = the Transaction Value.

The number of Marketable Securities that the Trust will be required to
deliver on the Exchange Date in exchange for each Security will be determined by
applying the Exchange Rate, adjusted as described below, to the Average Market
Price of the Marketable Securities on the Exchange Date. To calculate the
Exchange Rate, the Initial Price will be adjusted pursuant to the following
formula:

A = IP x MS
TV

where

IP = the Initial Price before the adjustment;

MS = the Value of a share of the Marketable Securities; and

22
<PAGE> 25
TV = the Transaction Value.

Similarly, the Appreciation Threshold Price will be adjusted pursuant to the
following formula:

A = ATP x MS
TV

where

ATP = the Appreciation Threshold Price before the adjustment;

MS = the Value of a share of the Marketable Securities; and

TV = the Transaction Value.

The Exchange Rate will be adjusted pursuant to the following formula:

A = ER x SC
MS

where

ER = the Exchange Rate (computed on the basis of the adjusted
Initial Price and Appreciation Threshold Price and the Average
Market Price of the Marketable Securities);

SC = the aggregate Value of the Marketable Securities included in
the Merger Consideration received in exchange for a single
Ordinary Share; and

MS = the Value of a share of the Marketable Securities.

For purposes of the foregoing formulas, "Value" means (i) in respect of
cash, the amount of such cash; (ii) in respect of any property other than cash
or Marketable Securities, an amount equal to the market value on the date the
Reorganization Event is consummated (as determined by a nationally recognized
independent investment banking firm retained for this purpose by the
Administrator); and (iii) in respect of any share of Marketable Securities, an
amount equal to the average Closing Price per share of those Marketable
Securities for the 20 Trading Days immediately before the date the
Reorganization Event is consummated.

A "Reorganization Event" is (A) any consolidation or merger of the
Company, or any surviving entity or subsequent surviving entity of the Company
(a "Company Successor"), with or into another entity (other than a merger or
consolidation in which the Company is the continuing corporation and in which
the Ordinary Shares outstanding immediately before the merger or consolidation
is not exchanged for cash, securities or other property of the Company or
another corporation), (B) any sale, transfer, lease or conveyance to another
corporation of the property of the Company or any Company Successor as an
entirety or substantially as an entirety, (C) any statutory exchange of
securities of the Company or any Company Successor with another corporation
(other than in connection with a merger or acquisition) or (D) any liquidation,
dissolution or winding up of the Company or any Company Successor.

"Transaction Value" means the sum of (i) for any cash received in the
Reorganization Event, the amount of such cash received per Ordinary Share, (ii)
for any property other than cash or Marketable Securities received in the
Reorganization Event, an amount equal to the market value

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<PAGE> 26
on the date the Reorganization Event is consummated of the property received per
Ordinary Share (as determined by a nationally recognized independent investment
banking firm retained for this purpose by the Administrator) and (iii) for any
Marketable Securities received in the Reorganization Event, an amount equal to
the average Closing Price per share of those Marketable Securities for the 20
Trading Days immediately before the Exchange Date (or, in the case of a Cash
Merger, for the 20 Trading Days immediately before the date the Reorganization
Event is consummated) multiplied by the number of those Marketable Securities
received for each Ordinary Share.

The number of shares of Marketable Securities included in the calculation
of Transaction Value for purposes of the preceding clause (iii) will be adjusted
if a dilution event of the type described under "--Dilution Adjustments" occurs
with respect to the issuer of the Marketable Securities between the time of the
Reorganization Event and the Exchange Date.

"Marketable Securities" means any common equity securities (whether voting
or non-voting) listed on a U.S. national or regional securities exchange or
reported by the NASDAQ National Market.

No dilution adjustments will be made for events, other than those
described above, such as offerings of Ordinary Shares (other than through the
issuance of rights or warrants described above) for cash or in connection with
acquisitions.

SPIN-OFF DISTRIBUTIONS. If the Company makes a "Spin-Off Distribution"
during the term of the Contract, then the Seller will be required to deliver on
the Exchange Date, together with each Ordinary Share delivered under the
Contract, the number of Marketable Securities distributed in respect of a single
Ordinary Share in that Spin-Off Distribution. After the Company makes such a
distribution, the "Closing Price" of the Ordinary Shares, for purposes of
calculating the Exchange Rate and for all other purposes under the Contract,
will be determined by reference to (A) the Closing Price per Ordinary Share and
(B) the product of (x) the Closing Price per share of the spun- off Marketable
Securities and (y) the number of shares of such Marketable Securities
distributed per Ordinary Share in the Spin-Off Distribution. The number of
shares of Marketable Securities that the Seller is required to deliver, and the
formula for determining the "Closing Price" in the preceding sentence, will be
adjusted if any event that would, if it had occurred with respect to the
Ordinary Shares or the Company, have required an adjustment pursuant to the
provisions described under "-Dilution Adjustments" occurs with respect to those
Marketable Securities or their issuer between the time of the Spin-Off
Distribution and the Exchange Date.

A "Spin-Off Distribution" means a distribution by the Company to holders
of Ordinary Shares of Marketable Securities issued by an issuer other than the
Company.

COLLATERAL ARRANGEMENTS; ACCELERATION UPON DEFAULT BY THE SELLER. The
Seller's obligations under the Contract initially will be secured by a security
interest in the maximum number of Ordinary Shares deliverable under the Contract
(adjusted in accordance with the dilution adjustment provisions of the Contract,
described above), pursuant to the Collateral Agreement.

If a Reorganization Event occurs, the Collateral Agreement will require
the Seller to pledge as alternative collateral all Marketable Securities
deliverable in such event in exchange for the maximum number of Ordinary Shares
deliverable under the Contract at the time of the Reorganization Event, plus
cash in an amount equal to 100% of the Seller's Cash Delivery Obligations (as
defined below). Instead of delivering cash, the Seller may choose to deliver
U.S. Government obligations with an aggregate market value, when pledged and at
daily mark-to-market valuations after that time, of not less than 105% of those
Cash Delivery Obligations. The Collateral Agent will be required, under the
Collateral Agreement, to invest any such cash in U.S. Treasury securities
maturing on or before June __, 2002. The Seller's "Cash Delivery Obligations"
will be the

24
<PAGE> 27

Transaction Value of any Merger Consideration, other than Marketable Securities,
in respect of the maximum number of shares covered by the Contract at the time
of the Reorganization Event. The number of shares of Marketable Securities
required to be pledged will be adjusted if any event requiring a dilution
adjustment under the Contract occurs. If the Reorganization Event is a Cash
Merger, the collateral in respect of the Seller's Cash Delivery Obligations will
be released when the Seller delivers the Accelerated Portion.

If the Company makes a Spin-Off Distribution, the Collateral Agreement
will require the Seller to pledge as additional collateral all Marketable
Securities deliverable in such distribution in respect of the maximum number of
Ordinary Shares deliverable under the Contract at the time of such Spin- Off
Distribution. The number of these Marketable Securities required to be pledged
will also be adjusted if any event requiring a dilution adjustment under the
Contract occurs.

Unless the Seller is in default in its obligations under the Collateral
Agreement, the Seller will be permitted to substitute for the pledged Ordinary
Shares collateral consisting of short-term, direct obligations of the U.S.
Government. The Seller may substitute short-term, direct U.S. Government
obligations in substitution for the pledge shares of Marketable Securities at
any time. Any U.S. Government obligations pledged as substitute collateral for
the Ordinary Shares, or for Marketable Securities received in a Reorganization
Event or Spin-Off Distribution, will be required to have an aggregate market
value at the time of delivery and at daily mark-to-market valuations after that
time of not less than 150% (or, from and after any Insufficiency Determination
that is not cured by the close of business on the next business day, as
described below, 200%) of the product of the market price of the Ordinary Shares
or Marketable Securities at the time of each valuation times the number of
Ordinary Shares or Marketable Securities for which those obligations are being
substituted.

The Collateral Agent will promptly pay over to the Seller any dividends,
interest, principal or other payments received by the Collateral Agent on any
collateral pledged by the Seller, including any substitute collateral, unless
the Seller is in default in its obligations under the Collateral Agreement, or
unless the payment of that amount to the Seller would cause the collateral to
become insufficient under the Collateral Agreement. The Seller will have the
right to vote any pledged shares of Marketable Securities for so long as those
shares are owned by it and pledged under the Collateral Agreement, unless an
event of default occurs under the Contract or the Collateral Agreement.

If the Collateral Agent determines (an "Insufficiency Determination") that
the collateral pledged by the Seller fails to meet the foregoing requirements at
any valuation, and that failure is not cured by the close of business on the
business day after that determination, then, unless a Collateral Event of
Default (as defined below) under the Collateral Agreement has occurred and is
continuing, the Collateral Agent will commence (i) sales of the collateral
consisting of U.S. Government obligations and (ii) purchases, using the proceeds
of those sales, of Ordinary Shares or Marketable Securities in an amount
sufficient to cause the collateral to meet the requirements under the Collateral
Agreement. The Collateral Agent will discontinue those sales and purchases if a
Collateral Event of Default occurs under the Collateral Agreement.

A "Collateral Event of Default" under the Collateral Agreement means, at
any time, (A) if no U.S. Government obligations are pledged as substitute
collateral at that time, failure of the collateral to include at least the
maximum number of Ordinary Shares covered by the Contract at that time (or, if a
Reorganization Event or Spin-Off Distribution has occurred at or before that
time, failure of the collateral to include the maximum number of shares of any
Marketable Securities required to be pledged as described above); (B) if any
U.S. Government obligations are pledged as substitute collateral for Ordinary
Shares (or shares of Marketable Securities) at that time, failure of those U.S.
Government obligations to have a market value at that time of at least 105% of
the market price per

25
<PAGE> 28

Ordinary Shares (or Shares of Marketable Securities) times the difference
between (x) the maximum number of Ordinary Shares (or shares of Marketable
Securities) deliverable under the Contract at that time and (y) the number of
Ordinary Shares (or shares of Marketable Securities) pledged as collateral at
that time; and (C) at any time after a Reorganization Event in which
consideration other than Marketable Securities was delivered, failure of any
U.S. Government obligations pledged as collateral for Cash Delivery Obligations
to have a market value at that time of at least 105% of those Cash Delivery
Obligations, if that failure is not cured within one business day after notice
of that failure is delivered to the Seller.

If a Collateral Event of Default occurs under the Collateral Agreement, or
the Seller suffers a bankruptcy or insolvency, the Seller's obligations under
the Contract will automatically be accelerated. In that event, the Seller will
become obligated to deliver the number of Ordinary Shares (or, after a
Reorganization Event or Spin-Off Distribution, the Marketable Securities or cash
or a combination of Marketable Securities and cash deliverable instead of or in
addition to those Ordinary Shares) then deliverable under the Contract, or any
U.S. Government obligations then pledged as collateral for the Seller's
obligations.

If the Contract is accelerated, (i) the Collateral Agent will distribute
to the Trust, for distribution pro rata to the holders of the Securities, the
Ordinary Shares and Marketable Securities then pledged by the Seller and/or cash
generated from the sale of U.S. Government obligations then pledged by the
Seller and (ii) the Custodian will sell the stripped U.S. Treasury securities
acquired by the Trust at the closing of this offering and then held by the
Trust, and distribute the proceeds pro rata to the holders. In addition, if, by
the Exchange Date, any substitute collateral has not been replaced by Ordinary
Shares (or, after a Reorganization Event or Spin-Off Distribution, cash or
Marketable Securities, as applicable) sufficient to meet the Seller's
obligations under the Contract, the Collateral Agent will distribute to the
Trust for distribution pro rata to the holders the market value of the Ordinary
Shares and Marketable Securities required to be delivered under the Contract, in
the form of any Ordinary Shares or Marketable Securities then pledged by the
Seller plus cash generated from the sale of U.S. Government obligations then
pledged by the Seller (or, after a Reorganization Event, the market value of the
alternative consideration required to be delivered under the Contract, in the
form of any Marketable Securities then pledged, plus any cash then pledged, plus
cash generated from the sale of U.S. Government obligations then pledged).

CALCULATION OF MARKET PRICES. In calculating any market price, including
any Average Market Price, Then-Current Market Price, Value or Transaction Value:

- If no Closing Price for the Ordinary Shares is determined for one or
more (but not all) of the Trading Days during the relevant period,
those Trading Days will be disregarded in the calculation of the
market price. No additional Trading Days will be added to the
calculation period.

- If no Closing Price for the Ordinary Shares is determined for any of
the Trading Days during the relevant period, the market price will be
the most recently available Closing Price for the Ordinary Shares
before that period began.

THE SELLER. The Seller is Amdocs International Limited. Please see the
caption "Principal and Selling Shareholders" in the Company Prospectus for
information about the Seller.

THE U.S. TREASURY SECURITIES

The Trust will purchase and hold a series of zero-coupon ("stripped") U.S.
Treasury securities with face amounts and maturities corresponding to the
distributions payable with respect to the Securities and the payment dates under
the Securities. See "Description of Securities-

26
<PAGE> 29

Distributions". Up to 30% of the Trust's total assets may be invested in these
U.S. Treasury securities. If the Contract is accelerated, then the Administrator
will sell the U.S. Treasury securities then held in the Trust and distribute the
proceeds of that sale pro rata to the holders, together with the other amounts
distributed upon acceleration. See "-Collateral Arrangements; Acceleration Upon
Default By the Seller" and "The Trust-Trust Termination".

If the Seller extends the Exchange Date, it will be required to deliver
additional U.S. Treasury securities to the Trust to pay the additional, partial
distribution described above under "--The Contract --Extension and Acceleration
of the Exchange Date at the Option of the Seller". If the Seller later
accelerates the Exchange Date, the Seller will be required to repurchase those
additional U.S. Treasury securities from the Trust on or before the Exchange
Date, at a price equal to the unpaid distributions on the Securities through the
Exchange Date.

TEMPORARY INVESTMENTS

For cash management purposes, the Trust may invest the proceeds of the
U.S. Treasury securities and any other cash held by the Trust in short-term
obligations of the U.S. Government maturing no later than the business day
before the next distribution date. Under the Paying Agent Agreement, the Paying
Agent is responsible for investing, as instructed by the Trustees, all such cash
that is not paid to cover Trust expenses in short-term U.S. Treasury securities
maturing on or shortly before the next quarterly distribution date. Not more
than 5% of the Trust's total assets will be invested in those short-term
obligations or held in cash at any one time.

DESCRIPTION OF SECURITIES

Each Security represents an equal proportional interest in the Trust, and
a total of 10,000,000 Securities will be issued (assuming that the Underwriters
do not exercise their over-allotment option). The Securities have no preemptive,
redemption or conversion rights. The Securities are fully paid and nonassessable
by the Trust. The only securities that the Trust is authorized to issue are the
Securities offered hereby and those sold to the initial holder referred to
below. See "Underwriting".

DISTRIBUTIONS

AMOUNT AND TIMING. The Trust intends to distribute to holders on a
quarterly basis an amount equal to $____ per Security. This amount equals the
pro rata portion of the fixed quarterly cash distributions from the proceeds of
the maturing U.S. Treasury securities held by the Trust. The first distribution
will be made on September __, 1999 to holders of record as of the preceding
business day. Distributions will then be made on March __, June __, September __
and December __ of each year to holders of record as of the preceding business
day. Part of each distribution will be treated as a tax-free return of the
holder's investment. See "-Tax Treatment of Distributions" and "Certain Federal
Income Tax Considerations-Recognition of Original Issue Discount on the U.S.
Treasury Securities".

Upon termination of the Trust, as described under the caption "The
Trust-Trust Termination", each holder will receive any remaining net assets of
the Trust.

Quarterly distributions on the Securities will consist solely of the cash
received from the U.S. Treasury securities. The Trust will not be entitled to
any dividends that may be declared on the Ordinary Shares. See "Risk
Factors-Shareholder Rights".

The Trust does not permit the reinvestment of distributions.

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<PAGE> 30
TAX TREATMENT OF DISTRIBUTIONS. The following table sets forth information
regarding the distributions to be received on the stripped U.S. Treasury
securities described under "Investment Objective and Policies" above (assuming
that the Underwriters do not exercise their over-allotment option), the portion
of each year's distributions that will constitute a return of capital for U.S.
federal income tax purposes and the amount of original issue discount accruing
(assuming a yield-to- maturity accrual election in respect of any short-term
U.S. Treasury securities) on those U.S. Treasury securities with respect to a
holder that acquires its Securities at the issue price from an Underwriter
pursuant to the original offering. See "Certain Federal Income Tax
Considerations-Recognition of Original Issue Discount on the U.S. Treasury
Securities".

<TABLE>
<CAPTION>
ANNUAL GROSS ANNUAL INCLUSION
ANNUAL GROSS DISTRIBUTIONS OF
DISTRIBUTIONS FROM ANNUAL ORIGINAL ISSUE
FROM U.S. TREASURY RETURN OF DISCOUNT
U.S. TREASURY SECURITIES CAPITAL IN INCOME PER
YEAR Securities per Security per Security Security
- ---- ---------------- ------------------- ---------------- ---------------------
<S> <C> <C> <C> <C>
1999...........................
2000...........................
2001...........................
2002...........................
</TABLE>

VOTING

Holders are entitled to a full vote for each Security held on all matters
to be voted on by holders and are not able to cumulate their votes in the
election of Trustees. The Trustees have been selected initially by Goldman
Sachs, as the Trust's sponsor and the initial holder of the Trust's Securities.
The Trust intends to hold annual meetings as required by the rules of the NYSE.
The Trustees may call special meetings of holders for action by holder vote as
may be required by either the Investment Company Act or the Trust Agreement. The
holders have the right, upon the declaration in writing or vote of more than
two-thirds of the outstanding Securities, to remove a Trustee. The Trustees will
call a meeting of holders to vote on the removal of a Trustee upon the written
request of the holders of record of 10% of the Securities or to vote on other
matters upon the written request of the holders of record of 51% of the
Securities (unless substantially the same matter was voted on during the
previous 12 months). The Trustees will establish, and notify the holders in
writing of, the record date for each such meeting. The record date must be not
less than 10 nor more than 50 days before the meeting date. Holders at the close
of business on the record date will be entitled to vote at the meeting. The
Trust will also assist in communications with other holders as required by the
Investment Company Act.

BOOK-ENTRY-ONLY ISSUANCE

The Depository Trust Company ("DTC") will act as securities depository for
the Securities. The information in this section concerning DTC and DTC's
book-entry system is based upon information obtained from DTC. The Securities
will be issued only as fully-registered securities registered in the name of
Cede & Co. (as nominee for DTC). One or more fully-registered global Security
certificates will be issued, representing in the aggregate the total number of
Securities, and will be deposited with DTC or ChaseMellon Shareholder Services,
L.L.C., as DTC's custodian.

DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
holds securities that its participants ("Participants") deposit with DTC. DTC
also facilitates

28
<PAGE> 31
the settlement among Participants of securities transactions, such as transfers
and pledges, in deposited securities through electronic computerized book-entry
changes in Participants' accounts, eliminating the need for physical movement of
securities certificates. Direct Participants include securities brokers and
dealers, banks, trust companies, clearing corporations and certain other
organizations ("Direct Participants"). Access to the DTC system is also
available to others such as securities brokers and dealers, banks and trust
companies that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly ("Indirect Participants").

Purchases of Securities within the DTC system must be made by or through a
Direct Participant, which will receive a credit for the Securities on DTC's
records. The ownership interest of each actual purchaser of a Security
("Beneficial Owner") is in turn to be recorded on the Direct or Indirect
Participants' records. Beneficial Owners will not receive written confirmation
from DTC of their purchases, but Beneficial Owners are expected to receive
written confirmations providing details of the transactions, as well as periodic
statements of their holdings, from the Direct or Indirect Participants through
which the Beneficial Owners purchased Securities. Transfers of ownership
interests in Securities are to be accomplished by entries made on the books of
Participants acting on behalf of Beneficial Owners. Beneficial Owners will not
receive certificates representing their ownership interests in Securities,
except upon a resignation of DTC.

DTC has no knowledge of the actual Beneficial Owners of the Securities;
DTC's records reflect only the identity of the Direct Participants to whose
accounts those Securities are credited, which may or may not be the Beneficial
Owners. The Participants will remain responsible for keeping account of their
holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.

Payments on the Securities will be made to DTC. DTC's practice is to
credit Direct Participants' accounts on the relevant payment date in accordance
with their respective holdings shown on DTC's records unless DTC has reason to
believe that it will not receive payments on that payment date. Payments by
Participants to Beneficial Owners will be governed by standing instructions and
customary practices and will be the responsibility of that Participant and not
of DTC or the Trust, subject to any statutory or regulatory requirements as may
be in effect from time to time. Payment of dividends to DTC is the
responsibility of the Trust, disbursement of those payments to Direct
Participants is the responsibility of DTC, and disbursement of those payments to
the Beneficial Owners is the responsibility of Direct and Indirect Participants.

Except as provided herein, a Beneficial Owner of an interest in a global
Security will not be entitled to receive physical delivery of Securities.
Accordingly, each Beneficial Owner must rely on the procedures of DTC to
exercise any rights under the Securities.

DTC may discontinue providing its services as securities depository with
respect to the Securities at any time by giving reasonable notice to the Trust.
Under those circumstances, if a successor securities depository is not obtained,
certificates representing the Securities will be printed and delivered in
accordance with DTC's instructions.

29
<PAGE> 32
RISK FACTORS

INTERNAL MANAGEMENT; NO PORTFOLIO MANAGEMENT AND NO CHANGE IN ASSETS

The Trust will not be managed like a typical closed-end investment
company. The Trust will be internally managed by its Trustees and will not have
any separate investment adviser.

The Trust will not dispose of the Contract even if the price of the
Ordinary Shares falls significantly or the financial condition of the Company
suffers (or if, after a Reorganization Event or Spin-Off Distribution,
comparable developments occur affecting any Marketable Securities or the issuer
of those Marketable Securities).

Similarly, the Trust will not dispose of the U.S. Treasury securities held
by the Trust before they mature or the Trust terminates, whichever comes first,
even if their value falls significantly.

LIMITED OPPORTUNITY FOR INCREASE IN VALUE; RISK OF DECREASE IN VALUE OF ORDINARY
SHARES

Because the Contract allows the Seller to deliver less than a full
Ordinary Share for each outstanding Security if the Average Market Price is
higher than the Initial Price, the Securities have more limited appreciation
potential than the Ordinary Shares. If the price of Ordinary Shares rises, a
holder of a Security will not receive all of this increase in value. Holders
will not receive any of this increase if the average market price of the
Ordinary Shares at the Exchange Date is below $______. Holders will receive only
____% of any increase in the value of the Ordinary Shares over $____. On the
other hand, holders of Securities will bear all of any decrease in the value of
the Ordinary Shares. The value of the Ordinary Shares to be received by holders
on the Exchange Date (and any cash received in lieu of those shares) may be less
than the amount paid for the Securities. Furthermore, the Securities may trade
below the value of the Ordinary Shares if the Ordinary Shares appreciate in
value.

FIXED RATE OF DISTRIBUTIONS

The distributions on the Securities will be at a fixed rate for the entire
term of the Trust. If the dividend on the Ordinary Shares is raised,
distributions on the Securities may be lower than the dividends paid on the
Ordinary Shares.

DILUTION ADJUSTMENTS

The number of Ordinary Shares that holders are entitled to receive at the
termination of the Trust will be adjusted for some events, like stock splits and
combinations, stock dividends and certain other actions of the Company that
modify its capital structure. See "Investment Objective and Policies-The
Contract-Dilution Adjustments". The number of shares to be received by holders
may not be adjusted for other events, such as offerings of Ordinary Shares for
cash or in connection with acquisitions, that may adversely affect the price of
the Ordinary Shares. These other events may adversely affect the trading price
of the Securities. There can be no assurance that the Company will not take any
of the foregoing actions, or that it will not make offerings of Ordinary Shares,
or that major shareholders will not sell any Ordinary Shares, in the future, or
as to the amount of any such offerings or sales.

NON-DIVERSIFIED STATUS

The Trust is considered non-diversified under the Investment Company Act,
which means that the Trust is not limited in the proportion of its assets that
may be invested in the obligations of a single issuer. The only assets held by
the Trust will be the U.S. Treasury securities and the

30
<PAGE> 33

Contract, and potentially a small amount of other short-term investments. As a
result, an investment in the Trust will be riskier than an investment in an
investment company with diversified investments.

TRADING VALUE AFFECTED BY ORDINARY SHARE PRICE AND OTHER FACTORS

The Trust is a newly organized closed-end investment company with no
previous operating history and the Securities are innovative securities. It is
not possible to predict how the Securities will trade in the secondary market.

The trading prices of the Securities in the secondary market will be
directly affected by the trading prices of the Ordinary Shares in the secondary
market. The trading prices of the Ordinary Shares may fluctuate, due to changes
in the Company's financial condition, results of operations or prospects, or
because of complex and interrelated political, economic, financial and other
factors that can affect the capital markets generally, the stock exchanges or
quotation systems on which the Ordinary Shares are traded and the market segment
of which the Company is a part. The trading price of the Securities may also
fluctuate due to, among other things, fluctuations in interest rates and other
factors that are difficult to predict and beyond the Trust's control. The Trust
believes, however, that because of the yield on the Securities and the formula
for determining the number of Ordinary Shares to be delivered on the Exchange
Date, the Securities will tend to trade at a premium to the market value of the
Ordinary Shares if the Ordinary Share price falls and at a discount to the
market value of the Ordinary Shares if the Ordinary Share price rises. There
can, however, be no assurance that the Securities will trade at a premium to the
market value of the Ordinary Shares.

Shares of closed-end investment companies frequently trade at a discount
from net asset value. This characteristic of investments in a closed-end
investment company is a risk separate and distinct from the risk that the
Trust's net asset value will fall. The Trust cannot predict whether its shares
will trade at, below or above net asset value. The risk of purchasing
investments in a closed-end investment company that might trade at a discount
may be greater for investors who wish to sell their investments soon after
completion of an initial public offering because for those investors,
realization of a gain or loss on their investments is likely to be more
dependent upon the existence of a premium or discount than upon portfolio
performance.

LIMITED TRADING MARKET FOR SECURITIES

Goldman Sachs currently intends, but is not obligated, to make a market in
the Securities. There can be no assurance that a secondary market will develop
or, if a secondary market does develop, that it will provide the holders with
liquidity of investment or that it will continue for the life of the Securities.
Goldman Sachs may stop making a market in the Securities at any time without
notice. The Trust will apply to list the Securities on the NYSE. If that
application is accepted, there can be no assurance that the Securities will not
later be delisted or that trading in the Securities on the NYSE will not be
suspended. If the Securities are delisted or suspended from trading on that
exchange, the Trust will apply for listing of the Securities on another national
or regional securities exchange or for quotation on another trading market. If
the Securities are not listed or traded on any securities exchange or trading
market, or if trading of the Securities is suspended, pricing information for
the Securities may be more difficult to obtain, and the price and liquidity of
the Securities may be adversely affected.

31
<PAGE> 34
SHAREHOLDER RIGHTS

Holders of the Securities will not be entitled to any rights with respect
to the Ordinary Shares unless and until they actually receive Ordinary Shares in
exchange for the Securities. For example, holders of Securities will not be
entitled to vote the Ordinary Shares or receive dividends.

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

The following discussion of the principal United States federal income tax
consequences of ownership of Securities represents the opinion of Sullivan &
Cromwell, counsel to the Trust. It deals only with Securities held as capital
assets by a holder who acquires its Securities at the issue price from an
Underwriter pursuant to the original offering, and not with special classes of
holders, such as dealers in securities or currencies, traders that elect to mark
to market, banks, life insurance companies, persons who are not United States
Holders (as defined below), persons that hold Securities that are part of a
hedging transaction, straddle or conversion transaction, or persons whose
functional currency is not the U.S. dollar. The summary is based on the Internal
Revenue Code of 1986, as amended (the "Code"), its legislative history, existing
and proposed regulations under the Code, published rulings and court decisions,
all as currently in effect and all subject to change or different interpretation
at any time, perhaps with retroactive effect. It should be noted that the Trust
has not sought a ruling from the Internal Revenue Service with respect to the
federal income tax consequences of ownership of Securities, and the Internal
Revenue Service is not required to agree with the opinion of Sullivan &
Cromwell.

PROSPECTIVE PURCHASERS OF SECURITIES SHOULD CONSULT THEIR OWN TAX ADVISORS
CONCERNING THE CONSEQUENCES, IN THEIR PARTICULAR CIRCUMSTANCES, UNDER THE CODE
AND THE LAWS OF ANY STATE, LOCAL OR OTHER TAXING JURISDICTION, OF OWNERSHIP OF
SECURITIES.

A "United States Holder" is a beneficial owner of Securities who or that
is (i) a citizen or resident of the United States, (ii) a domestic corporation,
(iii) an estate the income of which is subject to United States federal income
tax without regard to its source or (iv) a trust if a court within the United
States is able to exercise primary supervision over the administration of the
trust and one or more United States persons have the authority to control all
substantial decisions of the trust.

Holders should be aware that there are alternative characterizations of
the Trust's assets which could result in different federal income tax
consequences. See "--Alternative Characterizations" below. While Sullivan &
Cromwell does not believe these alternative characterizations should apply for
federal income tax purposes, there can be no assurance in this regard, and
holders should consult their tax advisors concerning the risks associated with
alternative characterizations. The following discussion assumes that no such
alternative characterizations will apply.

TAX STATUS OF THE TRUST. The Trust will be treated as a grantor trust for
federal income tax purposes and, under the grantor trust rules of the Code, each
holder will be considered the owner of its pro rata portions of the stripped
U.S. Treasury securities and the Contract in the Trust. Income received by the
Trust will be treated as income of the holders in the manner set forth below.

RECOGNITION OF ORIGINAL ISSUE DISCOUNT ON THE U.S. TREASURY SECURITIES.
The U.S. Treasury securities in the Trust will consist of stripped U.S. Treasury
securities. A holder will be required to treat its pro rata portion of each U.S.
Treasury security initially acquired by the Trust as a bond that was originally
issued on the date the Trust acquired such security. A holder will include
original issue discount in income over the life of the U.S. Treasury securities
in an amount equal to the holder's pro rata portion of the excess of the amounts
payable on those U.S. Treasury securities over the amount paid for the U.S.
Treasury securities by the Trust. The amount of that excess will

32
<PAGE> 35
constitute only part of the total amounts payable in respect of U.S. Treasury
securities held by the Trust, however. Consequently, a substantial portion of
each quarterly cash distribution to the holders will be treated as a tax-free
return of the holders' investment in the U.S. Treasury securities and will not
be considered current income for federal income tax purposes. See "Description
of Securities-Distributions-Tax Treatment of Distributions".

A holder (whether on the cash or accrual method of tax accounting) will be
required to include original issue discount (other than original issue discount
on short-term U.S. Treasury securities as defined below) in income for federal
income tax purposes as it accrues on a constant yield basis. The Trust expects
that more than 20% of the holders will be accrual basis taxpayers, in which case
original issue discount on any short-term U.S. Treasury security (i.e., any U.S.
Treasury security with a maturity of one year or less from the date it is
purchased) held by the Trust also will be required to be included in income by
the holders as it is accrued. Unless a holder elects to accrue the original
issue discount on a short-term U.S. Treasury security according to a constant
yield method based on daily compounding, that original issue discount will be
accrued on a straight-line basis.

EXTENSION OF THE EXCHANGE DATE. Holders should not be required to include
any amounts in income upon the Trust's receipt of additional U.S. Treasury
securities as a result of an extension of the Exchange Date under the Contract
and should not be required to include any original issue discount in respect of
such U.S. Treasury securities. See "Investment Objective and Policies - The
Contract".

Although there is no direct authority for the treatment of the cash
distribution paid on the Securities on the extended Exchange Date, it is likely
that such distribution should not be considered income to a holder upon receipt,
but instead should be considered to reduce a holder's basis with respect to such
holder's pro rata portion of the Contract held by the Trust, by analogy to the
treatment of rebates or option premiums. If this treatment is respected, receipt
of the cash distribution on the extended Exchange Date will increase the amount
of gain (or decrease the amount of loss) recognized by a holder on a sale or
other disposition of the Contract (including a disposition pursuant to cash
settlement of such Contract) or on a subsequent sale or other disposition of the
Ordinary Shares delivered pursuant to such Contract. Because there can be no
assurance that the Internal Revenue Service will agree with this
characterization of the cash distribution paid on the extended Exchange Date,
holders are urged to consult their tax advisors concerning the tax consequences
of receiving such payment.

TAX BASIS OF THE U.S. TREASURY SECURITIES AND THE CONTRACT. A holder's
initial tax basis in the Contract and the U.S. Treasury securities,
respectively, will equal its pro rata portion of the amounts paid for them by
the Trust. It is currently anticipated that ____% and ____% of the net proceeds
of the offering will be used by the Trust to purchase the U.S. Treasury
securities and as payment for the Contract, respectively. A holder's tax basis
in the U.S. Treasury securities will be increased by the amounts of original
issue discount included in income in respect of U.S. Treasury securities and
decreased by each amount of cash received in respect of U.S. Treasury
securities.

TREATMENT OF THE CONTRACT. Each holder will be treated as having entered
into a pro rata portion of the Contract and, at the Exchange Date, as having
received a pro rata portion of the Ordinary Shares or cash, Marketable
Securities or combination of Ordinary Shares, Marketable Securities and cash
delivered to the Trust.

DISTRIBUTION OF THE ORDINARY SHARES. The delivery of Ordinary Shares to
the Trust pursuant to the Contract and the Trust's distribution of Ordinary
Shares to the holders will not be taxable to the holders. Each holder's basis in
its Ordinary Shares will be equal to its basis in its pro rata portion of the
Contract less the portion of that basis allocable to any fractional Ordinary
Shares for which cash

33
<PAGE> 36

is received. A holder will recognize short-term capital gain or loss upon
receipt by the Trust of cash in lieu of fractional Ordinary Shares equal to the
difference between the holder's allocable portion of the amount of cash received
and the holder's basis in those fractional shares. The holding period for the
Ordinary Shares will begin on the day after it is acquired by the Trust.

DISTRIBUTION OF CASH. If the Trust receives cash upon settlement of the
Contract, a holder will recognize capital gain or loss equal to the difference
between the holder's allocable portion of the amount of cash received and the
holder's basis in the Contract. Any gain or loss will be capital gain or loss
which is taxable to holders as described below under "--Sale of Securities".

SALE OF SECURITIES. A holder who sells Securities will be treated as
having sold its pro rata portions of the U.S. Treasury securities and the
Contract underlying the Securities. As a result, the holder will recognize
capital gain or loss equal to the difference between the amount realized and the
holder's aggregate tax bases in its pro rata portions of the U.S. Treasury
securities and the Contract. Any gain or loss will be long-term capital gain or
loss if the holder has held the Securities for more than one year. Long-term
capital gain of an individual holder will be subject to a maximum tax rate of
20%.

ALTERNATIVE CHARACTERIZATIONS. Sullivan & Cromwell believes the Contract
should be treated for federal income tax purposes as a prepaid forward contract
for the purchase of a variable number of Ordinary Shares.

The Internal Revenue Service could conceivably seek to treat the Contract
differently. The Internal Revenue Service might, for example, seek to treat the
cash paid to the Seller pursuant to the Contract as loans to the Seller in
exchange for contingent debt obligations of the Seller. If the Internal Revenue
Service were to prevail in making such an assertion, a holder might be required
to include original issue discount in income over the life of the Securities at
a market rate of interest for the Seller, taking account of all the relevant
facts and circumstances. In addition, a holder would be required to include
interest (rather than capital gain) in income on the Exchange Date in an amount
equal to the excess, if any, of the value of the Ordinary Shares received on the
Exchange Date (or the proceeds from cash settlement of the Contract) over the
aggregate of the basis of the Contract and any interest on the Contract
previously included in income (or might be entitled to an ordinary deduction to
the extent of interest previously included in income and not ultimately
received) and any gain or loss attributable to the sale of the Contract could be
treated as ordinary income or loss. The Internal Revenue Service could also
conceivably take the view that a holder should include in income the amount of
cash actually received each year on the Securities.

BACKUP WITHHOLDING AND INFORMATION REPORTING. The payments of principal
and original issue discount on the U.S. Treasury securities, and the proceeds
received from cash settlement of the Contract or the sale of Securities, may be
subject to U.S. backup withholding tax at the rate of 31% if the holder of those
Securities fails to supply an accurate taxpayer identification number or
otherwise to comply with applicable U.S. information reporting or certification
requirements. Any amounts so withheld will be allowed as a credit against that
holder's U.S. federal income tax liability and may entitle that holder to a
refund, provided that the required information is furnished to the Internal
Revenue Service.

After the end of each calendar year, the Trust will furnish to each record
holder of Securities an annual statement containing information relating to the
payments on the U.S. Treasury securities received by the Trust. The Trust will
also furnish annual information returns to each record holder of the Securities
and to the Internal Revenue Service.

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<PAGE> 37
UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, the
Trust has agreed to sell to each of the Underwriters named below, and each of
such Underwriters has severally agreed to purchase from the Trust, the
respective number of Securities set forth opposite its name below:

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER SECURITIES
----------- ----------
<S> <C>

Goldman, Sachs & Co..........................................
BT Alex. Brown Incorporated..................................
Lehman Brothers Inc..........................................
----------
Total.................................................
==========
</TABLE>

Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and pay for all of the Securities offered
hereby, if any are taken.

Securities sold by the Underwriters to the public will initially be offered
at the initial public offering price set forth on the cover of this prospectus.
Any Securities sold by the Underwriters to securities dealers may be sold at a
discount of up to $__ per Security from the initial public offering price. Any
such securities dealers may resell any Securities purchased from the
Underwriters to certain other brokers or dealers at a discount of up to $__ per
Security from the initial public offering price. If all the Securities are not
sold at the initial public offering price, the Underwriters may change the
initial public offering price and the other selling terms. The sales load of $__
per Security is equal to __% of the initial public offering price. Investors
must pay for any Securities purchased in the initial public offering on or
before June __, 1999.

In connection with the offering, the Underwriters may purchase and sell
Securities in the open market. These transactions may include short sales,
stabilizing transactions and purchases to cover positions created by short
sales. Short sales involve the sale by the Underwriters of a greater number of
Securities than it is required to purchase in the offering. Stabilizing
transactions consist of certain bids or purchases made for the purpose of
preventing or retarding a decline in the market price of the Securities while
the offering is in progress.

These activities by the Underwriters may stabilize, maintain or otherwise
affect the market price of the Securities. As a result, the price of the
Securities may be higher than the price that otherwise might exist in the open
market. If these activities are commenced, they may be discontinued by the
Underwriters at any time. These transactions may be effected on the NYSE, in the
over-the-counter market or otherwise.

In light of the fact that proceeds from the sale of the Securities will be
used by the Trust to purchase the Contract from the Seller, the Underwriting
Agreement provides that the Seller will pay to the Underwriters the
Underwriters' Compensation of $____ per Security.

The Trust has granted the Underwriters an option exercisable for 30 calendar
days after the date of this prospectus to purchase up to an aggregate of
1,500,000 additional Securities solely to cover over-allotments, if any. If the
Underwriters exercise their over-allotment option, they will receive the
Underwriters' Compensation referred to above for each Security so purchased.

35
<PAGE> 38

The Company and the Seller have agreed that, during the period beginning from
the date of this prospectus and continuing to and including the date 90 days
after the date of this prospectus, they will not offer, sell, contract to sell
or otherwise dispose of any Ordinary Shares or other securities that are
substantially similar to the Ordinary Shares, including but not limited to any
securities that are convertible or exchangeable for, or that represent the right
to receive, Ordinary Shares or any such substantially similar securities, or
enter into any swap, option future, forward or other agreement that transfers,
in whole or in part, the economic consequences of ownership of Ordinary Shares
or such other substantially similar securities, without the prior written
consent of Goldman Sachs and except as otherwise provided in the Underwriting
Agreement.

The Securities will be a new issue of securities with no established trading
market. Application has been made to list the Securities on the NYSE under the
symbol "________". Goldman Sachs has advised the Company that it intends to make
a market in the Securities, but it is not obligated to do so and may discontinue
market making at any time without notice. No assurance can be given as to the
liquidity of the trading market for the Securities.

Goldman Sachs has informed the Trust that it does not expect sales to any
accounts over which it exercises discretionary authority to exceed 5% of the
total Securities offered by this prospectus.

The Company and the Seller have agreed to indemnify the Underwriters against
certain liabilities, including certain liabilities under the Securities Act of
1933.

Goldman Sachs has subscribed for one Security at a purchase price of $100.00.
Goldman Sachs will surrender this Security upon the closing of the offering made
by this prospectus. No Securities will be sold to the public until the
Securities subscribed for have been purchased and the purchase price of the
Securities paid in full to the Trust.

VALIDITY OF SECURITIES

The validity of the Securities will be passed upon for the Trust by Sullivan
& Cromwell, New York, New York, and for the Underwriters by Skadden, Arps,
Slate, Meagher & Flom LLP.

EXPERTS

The financial statement included in this prospectus has been audited by
PricewaterhouseCoopers LLP, independent accountants, as stated in their opinion
appearing herein, and has been so included in reliance upon that opinion given
upon the authority of that firm as experts in accounting and auditing.

FURTHER INFORMATION

The Trust has filed with the Securities and Exchange Commission, Washington,
D.C. 20549, a Registration Statement under the Securities Act of 1933, as
amended, with respect to the Securities offered hereby. More information
concerning the Securities and the Trust may be found in the Registration
Statement of which this prospectus constitutes a part. The Registration
Statement may be inspected without charge at the Commission's office in
Washington, D.C., and copies of all or any part of the Registration Statement
may be obtained from that office after payment of the fees prescribed by the
Commission. The Registration Statement is also available on the Commission's
website (http://www.sec.gov). The Securities will be listed on the NYSE and
information concerning

36
<PAGE> 39
the Trust and the Securities may also be inspected at the offices of the NYSE,
20 Broad Street, New York, New York 10005.

37
<PAGE> 40
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Trustees and Securityholder of
Amdocs Automatic Common Exchange Security Trust:

In our opinion, the accompanying statement of assets and liabilities presents
fairly, in all material respects, the financial position of Amdocs Automatic
Common Exchange Security Trust (the "Trust") at May 3, 1999, in conformity with
generally accepted accounting principles. This financial statement is the
responsibility of the Trust's management; our responsibility is to express an
opinion on this financial statement based on our audit. We conducted our audit
of this financial statement in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the statement of assets and liabilities is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statement, assessing the
accounting principles used and significant estimates made by the Trust's
management and evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP
- ------------------------------
New York, New York
May 5, 1999

38
<PAGE> 41

AMDOCS AUTOMATIC COMMON EXCHANGE SECURITY TRUST
STATEMENT OF ASSETS AND LIABILITIES
MAY 3, 1999

ASSETS
<TABLE>
<CAPTION>
<S> <C>
Cash ............................................................. $100
----
Total assets ..................................................... $100
====

LIABILITIES
. ................................................................ $ 0
----
NET ASSETS
Balance applicable to 1 Security outstanding ..................... $100
----
Net asset value per Security ..................................... $100
====
</TABLE>
- ---------------------------

(1) Amdocs Automatic Common Exchange Security Trust (the "Trust") was
established on March 2, 1999 and has had no operations to date other than
matters relating to its organization and registration as a
non-diversified, closed-end management investment company under the
Investment Company Act of 1940, as amended. Costs incurred in connection
with the Trust's organization will be paid by the Seller referred to
below.

(2) The Trust proposes to sell Trust Automatic Common Exchange Securities (the
"Securities") to the public pursuant to a Registration Statement on Form
N-2 under the Securities Act of 1933, as amended, and the Investment
Company Act of 1940.

The Trust is a newly organized, finite-term trust established to purchase
and hold a portfolio of stripped U.S. treasury securities and a forward
purchase contract with a shareholder of Amdocs Limited (the "Seller")
relating to the Ordinary Shares of Amdocs Limited. The Trust will be
internally managed and will not have an investment adviser. The Trust's
administration, which will be overseen by the trustees, will be carried
out by The Chase Manhattan Bank as administrator of the Trust. The Chase
Manhattan Bank will also serve as the Trust's custodian, and its
affiliate, ChaseMellon Shareholder Services, L.L.C., will serve as paying
agent, registrar and transfer agent with respect to the Securities.
Ongoing fees and anticipated expenses for the term of the Trust will be
paid for by the Seller.

(3) The Trust issued one Security on May 3, 1999 to Goldman, Sachs & Co. in
consideration for a purchase price of $100. The Trust Agreement provides
that before the offering, the Trust will split the outstanding Security as
of the date that the price and underwriting discount of the Securities
being offered to the public is determined, but before the sale of the
Securities to the Underwriters. The initial Security will be split into
the smallest whole number of Securities that would result in the per
Security amount recorded as shareholders' equity after effecting the split
not exceeding the public offering price per Security.

39
<PAGE> 42
GLOSSARY

"Administration Agreement" means the Administration Agreement, dated as of
June __, 1999, between the Trust and The Chase Manhattan Bank, as Administrator.

"Administrator" means The Chase Manhattan Bank (or its successor) in its
capacity as Administrator under the Administration Agreement.

"Appreciation Threshold Price" means $_______, subject to adjustment as
described under "-The Contract-Dilution Adjustments".

"Average Market Price" per Ordinary Share or Marketable Securities on any
date means the average Closing Price per Ordinary Share or Marketable Securities
for the Calculation Period consisting of the 20 Trading Days immediately prior
to but not including such date; provided that if no Closing Price for the
Ordinary Shares or Marketable Securities is determined for one or more (but not
all) of such Trading Days, such Trading Days shall be disregarded in the
calculation of the Average Market Price (but no additional Trading Days will be
added to the Calculation Period). If no Closing Price for the Ordinary Shares or
Marketable Securities may be determined for any of such Trading Days, the
Average Market Price shall be the Closing Price for the Ordinary Shares or
Marketable Securities for the most recent Trading Day prior to such 20 Trading
Days for which a Closing Price for the Ordinary Shares or Marketable Securities
may be determined pursuant to the definition of "Closing Price". Notwithstanding
the foregoing, for purposes of determining the payment required upon cash
settlement of a Contract in connection with a Rollover Offering, "Average Market
Price" means the Closing Price per Ordinary Share or Marketable Securities on
the Trading Day immediately prior to the date that the Rollover Offering is
priced (the "Pricing Date") or, if the Rollover Offering is priced after 4:00
P.M., New York City time, on the Pricing Date, the Closing Price per share on
the Pricing Date.

"Beneficial Owner" means an actual purchaser of a Security, which will not
receive written confirmation from DTC of its purchases of Securities but which
is expected to receive written confirmations providing details of the
transactions, as well as periodic statements of its holdings, from the Direct or
Indirect Participants through which the Beneficial Owner purchased Securities.

"Calculation Period" means any period of Trading Days for which an average
security price must be determined pursuant to the Contract.

"Cash Delivery Obligations" means, at any time, (A) if no Reorganization
Event has occurred, zero, and (B) from and after any Reorganization Event, the
Transaction Value of any Consideration other than Marketable Securities included
in the Merger Consideration in such Reorganization Event, multiplied by the
maximum number of Ordinary Shares covered by the Contract at the time of the
Reorganization Event; provided that if the Reorganization Event is a Cash
Merger, the Seller's Cash Delivery Obligation will be zero after the Seller
delivers the Accelerated Portion as required under the Contract.

"Closing Price" of any common equity security (including the Ordinary
Shares or any Marketable Securities) on any date of determination means the
closing sale price (or, if no closing sale price is reported, the last reported
sale price) of such common equity security as reported on the NYSE Consolidated
Tape on such date of determination or, if such common equity security is not
listed for trading on the NYSE on such date, as reported in the composite
transactions for the principal United States national or regional securities
exchange on which such common equity security is so listed, or if such common
equity security is not so listed on a United States national or regional
securities exchange on such date, as reported by the NASDAQ National Market or,
if such common equity security is not so reported on such date, the last quoted
bid price for such common equity security in the over-the-counter market as
reported by the National Quotation Bureau or any similar organization; provided
that if any event that results in an adjustment to the number of Ordinary Shares
or Marketable

40
<PAGE> 43
Securities deliverable under the Contract, as described under "-The
Contract-Dilution Adjustments", occurs during any Calculation Period, the
Closing Price as determined pursuant to the foregoing for each Trading Day in
the Calculation Period occurring prior to the date on which such adjustment is
effected will be appropriately adjusted to reflect the occurrence of such event.

"Code" means the Internal Revenue Code of 1986, as amended.

"Collateral Agent" means The Chase Manhattan Bank (or its successor) in
its capacity as Collateral Agent under the Collateral Agreement.

"Collateral Agreement" means the Collateral Agreement, dated as of June
__, 1999, among the Seller, The Chase Manhattan Bank, as Collateral Agent, and
the Trust, securing the Seller's obligations under the Contract.

"Collateral Event of Default" under the Collateral Agreement means, at any
time, (A) if no U.S. Government obligations are pledged as substitute collateral
at or before that time, failure of the collateral to include at least the
maximum number of Ordinary Shares covered by the Contract at that time (or, if a
Reorganization Event or Spin-Off Distribution has occurred at or before that
time, failure of the collateral to include the maximum number of shares of any
Marketable Securities required to be pledged as described under "Investment
Objective and Policies-The Contract-Collateral Arrangements; Acceleration Upon
Default By the Seller" above); (B) if any U.S. Government obligations are
pledged as substitute collateral for Ordinary Shares (or shares of Marketable
Securities deliverable pursuant to the Contract) at that time, failure of those
U.S. Government obligations to have a market value at that time of at least 105%
of the market price per Ordinary Share (or shares of Marketable Securities, as
the case may be) times the difference between (x) the maximum number of Ordinary
Shares (or shares of Marketable Securities) covered by the Contract at that time
and (y) the number of Ordinary Shares (or shares of Marketable Securities)
pledged as collateral at that time; and (C) at any time after a Reorganization
Event in which consideration other than Marketable Securities has been
delivered, failure of any U.S. Government obligations pledged as collateral for
Cash Delivery Obligations to have a market value at that time of at least 105%
of those Cash Delivery Obligations, if that failure is not cured within one
business day after notice of that failure is delivered to the Seller.

"Company" means Amdocs Limited, a corporation organized under the laws of
the Island of Guernsey.

"Company Prospectus" means the prospectus of the Company, dated ________
__, 1999 (attached as pages A-1 through A-__ hereof), which describes the
Company and the Ordinary Shares.

"Company Successor" means a surviving entity or subsequent surviving
entity of the Company.

"Contract" means the forward purchase contract between the Seller and the
Trust relating to the Ordinary Shares.

"Custodian" means The Chase Manhattan Bank (or its successor) in its
capacity as Custodian under the Custodian Agreement.

"Custodian Agreement" means the Custodian Agreement, dated as of June __,
1999, between the Trust and The Chase Manhattan Bank, as Custodian.

"Direct Participants" means Participants of DTC, including brokers and
dealers, banks, trust companies, clearing corporations and certain other
organizations, that are direct Participants of DTC.

"DTC" means The Depository Trust Company.

41
<PAGE> 44

"Excess Purchase Payment" means the excess, if any, of (i) the cash and
the value (as determined by a nationally recognized independent investment
banking firm retained for this purpose by the Administrator, whose determination
shall be final) of all other consideration paid by the Company with respect to
one Ordinary Share acquired in a tender offer or exchange offer by the Company,
over (ii) the Then-Current Market Price per Ordinary Share.

"Exchange Date" means June __, 2002, subject to extension and acceleration
by the Seller under the Contract.

"Exchange Rate" means the rate of exchange of Ordinary Shares for
Securities on the Exchange Date, and will be determined as follows (adjusted in
certain events):

(i) If the Average Market Price is less than the Appreciation Threshold
Price but equal to or greater than the Initial Price, the Exchange
Rate will be a fraction (rounded upward or downward to the nearest
1/10,000th or, if there is not a nearest 1/10,000th, to the next
lower 1/10,000th) equal to the Initial Price divided by the Average
Market Price.

(ii) If the Average Market Price is equal to or greater than the
Appreciation Threshold Price, the Exchange Rate will be 0.____
Ordinary Shares.

(iii)If the Average Market Price is less than the Initial Price, the
Exchange Rate will be one Ordinary Share.

"holders" means the registered holders of the Securities.

"Indirect Participants" means Participants of DTC, such as securities
brokers and dealers, banks and trust companies, that clear through or maintain a
custodial relationship with a Direct Participant, either directly or indirectly.

"Initial Price" means $_______, subject to adjustment as described under
"-The Contract-Dilution Adjustments".

"Insufficiency Determination" means a determination by the Collateral
Agent that the collateral pledged by the Seller fails to meet the requirements
described under "Investment Objective and Policies-The Contract-Collateral
Arrangements; Acceleration Upon Default By the Seller".

"Investment Company Act" means the Investment Company Act of 1940, as
amended.

"majority of the Trust's outstanding Securities" means the lesser of (i)
67% of the Securities represented at a meeting at which more than 50% of the
outstanding Securities are represented, and (ii) more than 50% of the
outstanding Securities.

"Managing Trustee" means the Trustee designated to serve as Managing
Trustee.

"Marketable Securities" means any common equity securities (whether voting
or non-voting) listed on a U.S. national or regional securities exchange or
reported by the NASDAQ National Market.

"NYSE" means the New York Stock Exchange, Inc.

"Ordinary Shares" means the ordinary shares, par value pound sterling 0.01
per share, of the Company.

"Participants" means participants of DTC.

42
<PAGE> 45

"Paying Agent" means ChaseMellon Shareholder Services, L.L.C., (or its
successor) in its capacity as transfer agent, registrar and paying agent under
the Paying Agent Agreement.

"Paying Agent Agreement" means the Paying Agent Agreement, dated as of
June __, 1999, between the Trust and ChaseMellon Shareholder Services, L.L.C.,
as transfer agent, registrar and paying agent.

"Permitted Dividend" means any quarterly cash dividend in respect of the
Ordinary Shares, other than a quarterly cash dividend that exceeds the
immediately preceding quarterly cash dividend, and then only to the extent that
the per share amount of such dividend results in an annualized dividend yield on
the Ordinary Shares in excess of ____%.

"Pricing Date" means the date that a Rollover Offering is priced.

"Reorganization Event" means (A) any consolidation or merger of the
Company, or any Company Successor, with or into another entity (other than a
consolidation or merger in which the Company is the continuing corporation and
in which the Ordinary Shares outstanding immediately prior to the consolidation
or merger is not exchanged for cash, securities or other property of the Company
or another corporation), (B) any sale, transfer, lease or conveyance to another
corporation of the property of the Company or any Company Successor as an
entirety or substantially as an entirety, (C) any statutory exchange of
securities of the Company or any Company Successor with another corporation
(other than in connection with a consolidation or merger referred to in clause
(A)) or (D) any liquidation, dissolution or winding up of the Company or any
Company Successor.

"Rollover Offering" means a reoffering or refinancing of Securities
effected not earlier than June __, 2002, by means of a completed public offering
or offerings, or another similar offering (which may include one or more
exchange offers), by or on behalf of the Seller.

"SEC" means the Securities and Exchange Commission.

"Securities" means the Trust's $_____ Trust Automatic Common Exchange
Securities.

"Seller" means Amdocs International Limited.

"Spin-Off Distribution" means a distribution by the Company to holders of
Ordinary Shares of Marketable Securities issued by an issuer other than the
Company.

"Then-Current Market Price" of the Ordinary Shares, for the purpose of
applying any adjustment described in "Investment Objective and Policies-The
Contract-Dilution Adjustments", means the average Closing Price per Ordinary
Share for the Calculation Period consisting of five Trading Days immediately
prior to the time such adjustment is effected (or, in the case of an adjustment
effected at the opening of business on the business day after a record date,
immediately prior to the earlier of the time such adjustment is effected and the
related ex-date); provided that if no Closing Price for the Ordinary Shares is
determined for one or more (but not all) of such Trading Days, such Trading Days
will be disregarded in the calculation of the Then-Current Market Price (but no
additional Trading Days will be added to the Calculation Period). If no Closing
Price for the Ordinary Shares may be determined for any of such Trading Days,
the Then-Current Market Price shall be the Closing Price for the Ordinary Shares
for the most recent Trading Day prior to five Trading Days for which a Closing
Price for the Ordinary Shares may be determined pursuant to the definition of
"Closing Price". The ex-date with respect to any dividend, distribution or
issuance shall mean the first date on which the Ordinary Shares trade regular
way on their principal market without the right to receive such dividend,
distribution or issuance.

43
<PAGE> 46
"Trading Day" in respect of any common equity security means a day on
which such common equity security (A) is not suspended from trading on any
United States national or regional securities exchange or association or
over-the-counter market at the close of business and (B) has traded at least
once on the United States national or regional securities exchange or
association or over-the-counter market that is the primary market for the
trading of that security.

"Transaction Value" means, with respect to any Reorganization Event, the
sum of: (i) for any cash received in such Reorganization Event, the amount of
such cash received per Ordinary Share; (ii) for any property other than cash or
Marketable Securities received in such Reorganization Event, an amount equal to
the market value on the date such Reorganization Event is consummated of such
property received per Ordinary Share as determined by a nationally recognized
independent investment banking firm retained for this purpose by the
Administrator, whose determination shall be final; and (iii) for any Marketable
Securities received in such Reorganization Event, an amount equal to the average
Closing Price per share of these Marketable Securities for the Calculation
Period of 20 Trading Days immediately prior to the Exchange Date (or, in the
case of a Cash Merger, for the 20 Trading Days immediately before the date the
Reorganization Event is consummated), multiplied by the number of such
Marketable Securities received for each Ordinary Share; provided that if no
Closing Price for such Marketable Securities may be determined for one or more
(but not all) of such Trading Days, such Trading Days shall be disregarded in
the calculation of such average Closing Price (but no additional Trading Days
shall be added to the Calculation Period). If no Closing Price for the
Marketable Securities may be determined for any of such Trading Days, the
calculation in the preceding clause (iii) will be based on the Closing Price for
the Marketable Securities for the most recent Trading Day prior to such 20
Trading Days for which a Closing Price for the Marketable Securities may be
determined pursuant to the definition of "Closing Price".

"Trust" means the Amdocs Automatic Common Exchange Security Trust.

"Trust Agreement" means the trust agreement dated as of March 2, 1998
pursuant to which the Trust was formed, as amended and restated as of June __,
1999.

"Trustees" means the three trustees who will internally manage the Trust.

"Underwriters" means Goldman, Sachs & Co.,Bt Alex. Brown and Lehman
Brothers, the Underwriters of the Securities.

"Underwriters' Compensation" means the compensation of $____ per Security
payable to the Underwriters by the Seller pursuant to the Underwriting
Agreement.

"United States Holder" means a beneficial owner of Securities who or that
is (i) a citizen or resident of the United States, (ii) a domestic corporation
or (iii) otherwise covered by United States federal income taxation on a net
income basis in respect of Securities.

"Value" means (i) in respect of cash, the amount of such cash; (ii) in
respect of any property other than cash or Marketable Securities, an amount
equal to the market value on the date the Reorganization Event is consummated
(as determined by a nationally recognized independent investment banking firm
retained for this purpose by the Administrator); and (iii) in respect of any
share of Marketable Securities, an amount equal to the average Closing Price per
share of those Marketable Securities for the 20 Trading Days immediately before
the date the Reorganization Event is consummated; provided that if no Closing
Price for such Marketable Securities may be determined for one or more (but not
all) of such Trading Days, such Trading Days shall be disregarded in the
calculation of such average Closing Price (but no additional Trading Days shall
be added to the Calculation Period). If no Closing Price for the Marketable
Securities may be determined for any of such Trading Days, the calculation in
the preceding clause (iii) will be based on the Closing Price for the Marketable
Securities for the most recent Trading Day prior to such 20 Trading Days for
which a

44
<PAGE> 47
Closing Price for the Marketable Securities may be determined pursuant to the
definition of "Closing Price".

45
<PAGE> 48
No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this prospectus. You must
prospectus. You must not rely on any unauthorized information or
representations. This prospectus is an offer to sell only the Securities offered
hereby, but only under circumstances and in jurisdictions where it is lawful to
do so. The information contained in this prospectus is current only as of its
date.

------------------

<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Summary....................................
The Trust............................................
Use of Proceeds.......................................
Investment Objective and Policies.....................
Description of Securities.............................
Risk Factors..........................................
Certain Federal Income Tax Considerations.............
Underwriting..........................................
Validity of Securities................................
Experts...............................................
Further Information...................................
Report of Independent Accountants.....................
Statement of Assets and Liabilities...................
Glossary..............................................
Appendix A: Prospectus of Amdocs Limited.............. A-1
</TABLE>

Through and including ________, 1999 (the 25th day after the date of this
prospectus), all dealers effecting transactions in these Securities, whether or
not participating in this offering, may be required to deliver a prospectus.
This is in addition to a dealer's obligation to deliver a prospectus when acting
as an Underwriter and with respect to an unsold allotment or subscription.

10,000,000 SHARES

AMDOCS AUTOMATIC
COMMON EXCHANGE
SECURITY TRUST

$____ Trust Automatic Common
Exchange Securities
(TRACES(TM)/(sm))

----------------------------

PROSPECTUS

GOLDMAN, SACHS & CO.
BT ALEX. BROWN
LEHMAN BROTHERS

<PAGE> 49
PART C

OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements
Part A - Report of Independent Accountants.
Statement of Assets and Liabilities.
Part B - None.
(b) Exhibits
2.a.(i) Trust Agreement*
2.a.(ii) Form of Amended and Restated Trust Agreement**
2.d Form of Specimen Certificate of $____Trust Automatic
Common Exchange
Security (included in Exhibit 2.a.(ii))**
2.h Form of Underwriting Agreement**
2.j Form of Custodian Agreement**
2.k.(i) Form of Administration Agreement**
2.k.(ii) Form of Paying Agent Agreement**
2.k.(iii) Form of Purchase Contract**
2.k.(iv) Form of Collateral Agreement**
2.k.(v) Form of Fund Expense and Indemnity Agreement**
2.l Opinion and Consent of Counsel to the Trust**
2.n.(i) Tax Opinion and Consent of Counsel to the Trust**
2.n.(ii) Consent of Independent Public Accountants
2.n.(iii) Consents to Being Named as Trustee
2.p Form of Subscription Agreement**
2.r Financial Data Schedule**

- ---------------------------

* Previously filed.

* * To be filed by amendment.

ITEM 25. MARKETING ARRANGEMENTS

See the Form of Underwriting Agreement to be filed as Exhibit 2.h to this
Registration Statement.

C-1
<PAGE> 50
ITEM 26. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the estimated expenses to be incurred in
connection with the offering described in this Registration Statement:

<TABLE>
<CAPTION>
<S> <C>
Registration fees..................................................... $
New York Stock Exchange listing fee...................................
Printing (other than certificates)....................................
Fees and expenses of qualification under state
securities laws (excluding fees of counsel)........................
Accounting fees and expenses..........................................
Legal fees and expenses...............................................
NASD fees.............................................................
Miscellaneous.........................................................
Total................................................................. $
---------
</TABLE>

ITEM 27. PERSON CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

Before March 2, 1999 the Trust had no existence. As of the effective date,
the Trust will have entered into a Subscription Agreement for one Security with
Goldman, Sachs & Co. and an Underwriting Agreement with Goldman, Sachs & Co., BT
Alex. Brown Incorporated and Lehman Brothers Inc. with respect to the Securities
offered by the prospectus.

ITEM 28. NUMBER OF HOLDERS OF SECURITIES

<TABLE>
<CAPTION>
NUMBER OF
TITLE OF CLASS RECORD HOLDERS
- -------------- --------------
<S> <C>
$____ Trust Automatic Common Exchange Securities..................... 1
</TABLE>

ITEM 29. INDEMNIFICATION

The Underwriting Agreement, to be filed as Exhibit 2.h to this
Registration Statement, provides for indemnification of the Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933, as
amended (the "Securities Act").

The Amended and Restated Trust Agreement filed as Exhibit 2.a.(ii) to this
Registration Statement provides for indemnification to each Trustee against any
claim or liability incurred in acting as Trustee of the Trust, except in the
case of willful misfeasance, bad faith, gross negligence or reckless disregard
of the Trustee's duties. The Custodian Agreement, Administration Agreement and
Paying Agent Agreement filed as Exhibits 2.j, 2.k.(i) and 2.k.(ii) to this
Registration Statement provide for indemnification to the Custodian,
Administrator and Paying Agent against any loss or expense incurred in the
performance of their obligations under the respective agreements, unless such
loss or expense is due to willful misfeasance, bad faith, gross negligence or
reckless disregard of their obligations. The Fund Indemnity Agreement filed as
Exhibit 2.k.(vi) to this Registration Statement provides that the Seller will
indemnify the Trust for certain indemnification expenses incurred under the
Trust Agreement, the Custodian Agreement, the Administration Agreement and the
Paying Agent Agreement.

Insofar as indemnification for liability arising under the Securities Act
may be permitted to trustees, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. If a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a trustee, officer or controlling person of the

C-2
<PAGE> 51
registrant in the successful defense of any action, suit or proceeding) is
asserted by such trustee, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

ITEM 30. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

Not Applicable.

ITEM 31. LOCATION OF ACCOUNTS AND RECORDS

The Trust's accounts, books and other documents are currently located at
the offices of the Registrant, c/o Goldman, Sachs & Co., 85 Broad Street, New
York, New York 10004 and at the offices of The Chase Manhattan Bank, the
Registrant's administrator, at 450 West 33rd Street, New York, New York.

ITEM 32. MANAGEMENT SERVICES

Not applicable.

ITEM 33. UNDERTAKINGS

(a) The Registrant hereby undertakes to suspend offering of the Securities
until it amends its prospectus if (1) subsequent to the effective date of its
Registration Statement, the net asset value falls more than 10 percent from its
net asset value as of the effective date of the Registration Statement or (2)
the net asset value increases to an amount greater than its net proceeds as
stated in the prospectus.

(b) The Registrant hereby undertakes that (i) for the purpose of
determining any liability under the Securities Act, the information omitted from
the form of prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the Registrant
under Rule 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective; (ii) for the
purpose of determining any liability under the Securities Act, each
post-effective amendment that contains a form of prospectus shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of the securities at that time shall be deemed to be the initial
bona fide offering thereof.

C-3
<PAGE> 52
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this amendment to
be signed on its behalf by the undersigned, thereto duly authorized, in the City
of New York, State of New York, on the 5th day of May, 1999.

AMDOCS AUTOMATIC COMMON
EXCHANGE SECURITY TRUST

By: /s/ Paul S. Efron
-----------------
Paul S. Efron
Trustee

Pursuant to the requirements of the Securities Act of 1933, this amendment
has been signed below by the following person, in the capacities and on the date
indicated.

<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ Paul S. Efron Principal Executive Officer, May 5, 1999
- -------------------
Paul S. Efron Principal Financial Officer,
Principal Accounting Officer and
Trustee
</TABLE>

<PAGE> 53
EXHIBIT INDEX

<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------ ----------- ------
<S> <C> <C>
2.a.(i) Trust Agreement*
2.a.(ii) Form of Amended and Restated Trust Agreement**
2.d Form of Specimen Certificate of $____ Trust Automatic
Common Exchange Security (included in Exhibit 2.a.(ii))**
2.h Form of Underwriting Agreement**
2.j Form of Custodian Agreement**
2.k.(i) Form of Administration Agreement**
2.k.(ii) Form of Paying Agent Agreement**
2.k.(iii) Form of Purchase Contract**
2.k.(iv) Form of Collateral Agreement**
2.k.(v) Form of Fund Expense and Indemnity Agreement**
2.l Opinion and Consent of Counsel to the Trust**
2.n.(i) Tax Opinion and Consent of Counsel to the Trust**
2.n.(ii) Consent of Independent Public Accountants
2.n.(iii) Consents to Being Named as Trustee
2.p Form of Subscription Agreement**
2.r Financial Data Schedule**
</TABLE>

- ---------------------------

* Previously filed.

** To be filed by amendment.

<PAGE> 1
Exhibit 2.n. (ii)

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the inclusion in this registration statement on Form N-2
(Securities Act File No. 333-73265 and Investment Company Act File No.
811-09245) of our report dated May 5, 1999, on our audit of the statement of
assets and liabilities of Amdocs Automatic Common Exchange Security Trust. We
also consent to the reference to our firm under the caption "Experts".

/s/ PricewaterhouseCoopers LLP

New York, New York
May 5, 1999

<PAGE> 1
Exhibit 2.n.(iii)

CONSENT TO BEING NAMED AS TRUSTEE

The undersigned hereby consents to being named in the Registration
Statement on Form N-2 of Amdocs Automatic Common Exchange Security Trust
(formerly, the Eighth Automatic Common Exchange Security Trust)(the "Trust") and
any amendments thereto, as a person about to become a
trustee of the Trust.

Dated: May 3, 1999

/s/ Donald J. Puglisi
---------------------
Donald J. Puglisi

<PAGE> 2

CONSENT TO BEING NAMED AS TRUSTEE

The undersigned hereby consents to being named in the Registration
Statement on Form N-2 of Amdocs Automatic Common Exchange Security Trust
(formerly, the Eighth Automatic Common Exchange Security Trust) (the "Trust")
and any amendments thereto, as a person about to become a
trustee of the Trust.

Dated: May 3, 1999

/s/ William R. Latham III
-------------------------
William R. Latham III

<PAGE> 3

CONSENT TO BEING NAMED AS TRUSTEE

The undersigned hereby consents to being named in the Registration
Statement on Form N-2 of Amdocs Automatic Common Exchange Security Trust
(formerly, the Eighth Automatic Common Exchange Security Trust) (the "Trust")
and any amendments thereto, as a person about to become a
trustee of the Trust.

Dated: May 3, 1999

/s/ James B. O'Neill
--------------------
James B. O'Neill