As filed with the Securities and Exchange Commission on June __, 2000
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to the Registration Statement on
FORM N-8B-2
FILE NO. 811- 09409
REGISTRATION STATEMENT OF UNIT INVESTMENT TRUST
Pursuant to Section 8(b) of the
Investment Company Act of 1940
AMADEO TRUST
NOT THE ISSUER OF PERIODIC PAYMENT PLAN CERTIFICATES
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I. ORGANIZATION AND GENERAL INFORMATION
1. (a) Furnish name of the trust and the Internal Revenue Service
Employer Identification Number. (According to security
designation or otherwise, if the trust does not have or does not
transact business under any other designation.)
Amadeo Trust ("Trust").
Internal Revenue Service Employer Identification Number is:
88-0429668
(b) Furnish title of each class or series of securities issued by
the trust.
The Trust issues only one class of securities named "units of
beneficial interest" ("Unit").
2. Furnish name and principal business address and zip code and
the Internal Revenue Service Employer Identification Number of
each depositor of the trust.
Amadeo, Inc. ("Depositor")
233 South 4th St.
Las Vegas, NV 89101
Internal Revenue Service Employer Identification Number is:
88-0429669
3. Furnish name and principal business address and zip code and
the Internal Revenue Service Employer Identification Number of
each custodian or trustee of the trust indicating for which
class or series of securities each custodian or trustee is
acting.
Bank of America, National Association (the "Bank"),
as successor to NationsBank, N.A. ("Trustee")
NC1- 005-14-02
121 W. Trade St.
Charlotte, NC 28255
Internal Revenue Service Employer Identification Number is:
94-1687665
U.S . Bank National Association ("USBNA")
U.S. Bank Corporate Trust Service
180 East Fifth Street
St. Paul, MN 55101
Internal Revenue Service Employer Identification Number is:
41-0417860
4. Furnish name and principal business address and zip code and
the Internal Revenue Service Employer Identification Number of
each principal underwriter currently distributing securities of
the trust.
None. The Trust's initial offering of shares was pursuant
to Section 4(2) of the Securities Act of 1933 ("1933
Act"). Subsequently, gifts of interests in the Trust
("Units") were made to 125 charitable organizations. As of
May 31, 2000, the Depositor was the owner of 99.999% of
the interests of the Trust.
5. Furnish name of state or other sovereign power, the laws of
which govern with respect to the organization of the trust.
State of New York.
6. (a) Furnish the date of execution and termination of any
indenture or agreement currently in effect under the terms
of which the trust was organized and issued or proposes to
issue securities. (If individual indentures or agreements
are entered into with security holders, so state and
furnish the date of the first such indenture or
agreement.)
The Trust Indenture and Agreement (the "Indenture")
under the terms of which the Trust was created is
incorporated by reference to Exhibit A.(1) of the
Registration Statement on Form N-8B-2 ("Registration
Statement") filed with the Securities and Exchange
Commission ("SEC") on August 13, 1999. The Indenture
was effective June 30, 1999. The parties to the
Indenture are the Depositor, the Trustee and the Bank
in its individual capacity. A technical amendment to
the Indenture was executed by the parties thereto
effective May 24, 2000. (See Exhibit (A)(1)(b)).
References to the Indenture shall be deemed to be to
the Indenture as so amended. The Indenture provides
that in no event shall the Trust continue beyond the
last business day ("Business Day") of 2007. For
purposes of the Indenture, Business Day means any day
other than a Saturday, Sunday or a day which in the
State of North Carolina or the states where the
principal corporate trust office of the indenture
trustee ("Indenture Trustee") for the Notes deposited
in the Trust (reference is made to the information
provided in Item (11), below, for the definition of
the term "Notes") or the Trust's registrar and paying
agent ("Registrar and Paying Agent") are located is a
legal holiday or a day on which banking institutions
are authorized by law to close.
An agreement ("Agreement") was also entered into
between the Depositor and the Trust on June 30, 1999
pursuant to which the Depositor conveyed to the Trust
securities which currently make up all the underlying
securities ("Securities") of the Trust in exchange
for 9,000,000 Units which currently represent 100 %
of the undivided fractional interests in the Trust.
(b) Furnish the dates of execution and termination of any
indenture or agreement currently in effect pursuant to
which the proceeds of payments on securities issued or to
be issued by the trust are held by the custodian or
trustee.
The Trustee entered into an Administrative Services
Agreement ("Administrative Agreement"), incorporated
by reference to Exhibit A.(2) of the Registration
Statement, with USBNA under which USBNA serves as
administrative agent and as a sub-trustee to the
Trust and executes many of the duties of the Trustee
under the Indenture. The Administrative Agreement was
entered into on June 30, 1999, and will terminate
with the dissolution of the Trust. Reference is also
made to the information provided in Item (6)(a)
above.
7. Furnish in chronological order the following information with
respect to each change of name of the trust since January 1,
1930. If the name has never been changed, so state.
The name of the trust has never been changed.
On March 22, 2000, Amadeo Trust received approval to do
business under a fictitious name in Nevada. The name is
Salieri Business Trust.
Former Name: None.
Approximate Date of Change: Not applicable.
8. State the date on which the fiscal year of the trust ends.
December 31.
MATERIAL LITIGATION
9. Furnish a description of any pending legal proceedings,
material with respect to the security holders of the trust by
reason of the nature of the claim or the amount thereof, to
which the trust, the depositor, or the principal underwriter is
a party or of which the assets of the trust are the subject,
including the substance of the claims involved in such
proceeding and the title of the proceeding. Furnish a similar
statement with respect to any pending administrative proceeding
commenced by a governmental authority or any such proceeding or
legal proceeding known to be contemplated by a governmental
authority. Include any proceeding - which, although immaterial
itself, is representative of, or one of, a group which in the
aggregate is material.
None.
II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST AND GENERAL
INFORMATION CONCERNING THE SECURITIES OF THE TRUST AND THE RIGHTS OF
HOLDERS
10. Furnish a brief statement with respect to the following matters
for each class or series of securities issued by the trust:
(a) Whether the securities are of the registered or bearer type.
Registered.
(b) Whether the securities are of the cumulative or
distributive type.
Distributive.
(c) The rights of security holders with respect to withdrawal
or redemption.
Reference is made to the information provided in Item
(10)(d), below.
(d) The rights of security holders with respect to conversion,
transfer, partial redemption, and similar matters.
(A) Transfer of Units
Each Unit issued by the Trust is offered under an
exemption from registration under the 1933 Act and,
therefore, may not be transferred to any person other
than the Depositor without an opinion of counsel
("Opinion") to the Trustee to the effect that the
transfer can be made without registration under the
1933 Act. The registered holder of a Unit
("Unitholder") may transfer all or a portion of its
Units a) to the Depositor, if the Depositor is
willing to purchase them; or b) to another person in
this case by executing or causing its authorized
attorney to execute a written instrument or
instruments of transfer in a form satisfactory to the
Trustee and delivering such instrument or instruments
together with the Opinion to the Trustee at the
Trustee's address listed in Item (3) above
("Trustee's Office"). Upon receiving such items, the
Trustee (or if directed by the Trustee, the Registrar
and Paying Agent) will register the transferred Units
in the name of the transferee. The Trustee may treat
the person in whose name any Unit is registered upon
the books of the Trustee or the Registrar and Paying
Agent as the owner of such Unit and the Trustee shall
not be affected by any notice to the contrary, nor be
liable to any person or in any way for so deeming and
treating the person in whose name any Unit is so
registered.
A sum sufficient to pay any tax or other governmental
charge that may be imposed in connection with any
transfer of Units must be paid by the Unitholder to
the Trustee.
All Units canceled pursuant to the Indenture will be
disposed of by the Trustee without liability on its
part.
(B) Redemption Requests
All Unitholders must make their redemption requests
in writing to the Trustee at the Trustee's Office and
may do so by completing the form set forth as
Appendix C to the Indenture. Any proper request for
redemption will be effected by the Trustee on or
before the seventh calendar day following the
Trustee's receipt of such a request for redemption
("Redemption Date"). Subject to payment by any
redeeming Unitholder of any tax or other governmental
charges that may be imposed thereon, such redemption
is to be made by payment on the Redemption Date of a
single Unit's value multiplied by the number of Units
redeemed by the Unitholder ("Redemption Price")
calculated as of 4:00 p.m. EST on the day on which
the proper request for redemption is made. Unit
redemption requests received by the Trustee on any
day after 4:00 p.m. EST will be treated by the
Trustee as received on the next day on which both the
Trustee and the Registrar and Paying Agent are open
for business and will be deemed to have been received
on such day for redemption at the Redemption Price
computed on that day.
(C) Depositor's Option to Purchase Units from Unitholders
Not later than the close of business on the day a
proper request for redemption in the manner provided
for in Item (10)(d)(B) above, by a Unitholder other
than the Depositor is received, the Trustee must
notify the Depositor of such request. The Depositor
has the right to purchase such Units by notifying the
Trustee of its election to make such purchase as soon
as practicable thereafter but in no event subsequent
to the close of business on the day on which the
request for redemption of such Units was received.
Such purchase shall be made by payment for such Units
by the Depositor to the Unitholder not later than the
close of business on the Redemption Date of an amount
equal to the Redemption Price that would otherwise be
payable by the Trustee to such Unitholder.
Any Unit so purchased by the Depositor may at its
option be tendered to the Trustee for redemption at
the Trustee's Office in the manner provided in Item
(10)(d)(B) above.
(D) Payment for Redemptions
If the Depositor does not elect to purchase a Unit or
Units tendered to the Trustee for redemption, or if a
Unit or Units are tendered by the Depositor for
redemption, that portion of the Redemption Price that
represents undistributed interest will be withdrawn
from the Trust's interest account ("Interest
Account") to the extent available and applied as
payment of the Redemption Price. The balance to be
paid on any redemption shall be withdrawn from the
Trust's principal account ("Principal Account") to
the extent that funds are available for such purpose
and applied as payment of the Redemption Price. If
moneys in the Principal Account are insufficient, the
Trustee will sell such of the Securities currently
designated for such purposes by the Depositor as the
Trustee in its sole discretion shall deem necessary
and shall apply the proceeds as payment of the
Redemption Price. Given the minimum principal amount
in which certain Securities may be required to be
sold, the proceeds of such sales may exceed the
amount necessary for payment of Units redeemed. Such
excess proceeds shall be distributed pro rata to all
remaining Unitholders of record.
The Depositor will maintain with the Trustee a
current list of Securities held in the Trust
designated to be sold for the purpose of redemption
of Units and not purchased by the Depositor, provided
that if the Depositor for any reason fails to
maintain such a list, the Trustee, in its sole
discretion, may designate a current list of
Securities for such purposes. The net proceeds of any
sales of Securities from such list representing
principal will be credited to the Principal Account
and the proceeds of such sales representing accrued
interest, if any, but not accrued original issue
discount, if any, will be credited to the Interest
Account.
Sales of Securities shall be made in the manner the
Trustee determines will bring the best price
obtainable for the Trust provided, however, that
sales will provide the Trustee with funds in an
amount sufficient and at the time necessary in order
for it to pay the Redemption Price of Units tendered
for redemption, regardless of whether or not a better
price could be obtained if the Securities were sold
without regard for the day on which the proceeds of
such sale would be received. The Trustee will not be
liable or responsible in any way for depreciation or
loss incurred by reason of any sale of Securities
made as described in this Item (10)(d)(D).
(E) Suspension of Right of Redemption
The Trustee may in its discretion, and must when so
directed by the Depositor, suspend the right of
redemption for Units or postpone the date of payment
of the Redemption Price beyond the Redemption Date:
(1) for any period during which the New York Stock
Exchange is closed other than customary weekend and
holiday closings or during which trading on the New
York Stock Exchange is restricted; (2) for any period
during which an emergency exists as a result of which
disposal by the Trust of the Securities is not
reasonably practicable or it is not reasonably
practicable fairly to determine in accordance with
the Indenture the value of the Securities; or (3) for
such other period as the Securities and Exchange
Commission may by order permit, and shall not be
liable to any person or in any way for any loss or
damage that may result from any such suspension or
postponement.
(F) Cancellation of Units
The amount recorded in the registration books of the
Trust (or if directed by the Trustee, the books and
records of the Registrar and Paying Agent)
representing Units redeemed in the manner described
in this Item (10)(d) will be canceled by the Trustee
(or the Registrar and Paying Agent at the direction
of the Trustee) and the Unit or Units evidenced by
such records shall be terminated by such redemptions.
(e) If the trust is the issuer of periodic payment plan
certificates, the substance of the provisions of any indenture
or agreement with respect to lapses or defaults by security
holders in making principal payments, and with respect to
reinstatement.
Not applicable.
(f) The substance of the provisions of any indenture or agreement
with respect to voting rights, together with the names of any
persons other than security holders given the right to exercise
voting rights pertaining to the Trust's securities or the
underlying securities and the relationship of such persons to
the Trust.
(A) Amendments to Indenture
The Indenture may be amended by the Trustee/Bank or
the Depositor (collectively the "Parties") without
the consent of any of the Unitholders (a) to cure any
ambiguity or to correct or supplement any provision
contained in the Indenture that may be defective or
inconsistent with any other provision contained
therein; or (b) to make such other provision in
regard to matters or questions arising thereunder
that does not adversely affect in any material
respect the interests of the Unitholders; provided,
however, that the Parties may not amend the Indenture
except as provided in the Indenture so as to (1)
increase the number of Units issuable thereunder or
(2) permit the deposit or acquisition thereunder of
Securities either in addition to or in substitution
for any of the Securities initially deposited in the
Trust.
(B) Election of Trustee
No Unitholder has any right to vote or in any manner
otherwise control the operation and management of the
Trust or the obligations of the Parties, except that
Unitholders will have the right to elect the Trustee
annually. Such election will be held each February,
upon 30 days' written notice to Unitholders. The
written notice will set forth the material
information regarding the Trustee and the Trust and
the mechanics for voting the Units.
(C) Actions on Securities
If the Trustee is notified at any time of any action
to be taken or proposed to be taken by holders of the
Securities (including but not limited to the making
of any demand, direction, request, giving of any
notice, consent or waiver or the voting with respect
to any amendment or supplement to any indenture,
resolution, agreement or other instrument under or
pursuant to which the Securities have been issued),
the Trustee will promptly notify the Depositor
thereof and will take such action, or refrain from
taking any action as the Depositor shall in writing
direct; provided, however, that if the Depositor does
not, within five Business Days of the Trustee's
giving of such notice to the Depositor, so direct the
Trustee, the Trustee will take action as it, in its
sole discretion, deems advisable. Neither the
Depositor nor the Trustee will be liable to any
person for any action or failure to take action as
described by this Item (10)(f)(C).
(g) Whether security holders must be given notice of any change in:
(1) the composition of the assets in the trust.
Yes. Reference is made to the information provided in
Item (16) below.
(2) the terms and conditions of the securities issued by the
trust.
If the Depositor elects to cause the Units to be
registered under the 1933 Act, then the Depositor
shall give written notice to all Unitholders of its
intention to effect such registration and the
procedures such Unitholders shall follow.
(3) the provisions of any indenture or agreement of the trust.
The Trustee must furnish written notification to all
outstanding Unitholders of the substance of any
amendment made to the Indenture.
(4) the identity of the depositor, trustee or custodian.
If the Trustee resigns, it must execute an instrument
in writing which it must file with the Depositor and
mail a copy of such written instrument to each
Unitholder. Furthermore, if the Depositor removes the
Trustee and appoints a successor Trustee each
Unitholder of record must be notified.
Unitholders do not have to be notified of changes in
the identity of the Depositor.
(h) Whether the consent of security holders is required in order
for action to be taken concerning any change in:
(1) the composition of the assets of the trust.
Yes. Reference is made to the information provided in
Item (10)(f)(A).
(2) the terms and conditions of the securities issued by the
trust.
Yes. Reference is made to the information provided in
Item (10)(f)(A).
(3) the provisions of any indenture or agreement of the trust.
Yes. Reference is made to the information provided in
Item (10)(f)(A).
(4) the identity of the depositor, trustee or custodian.
Yes. Reference is made to the information provided in
Item (10)(f)(B).
(i) Any other principal feature of the securities issued by the
trust or any other principal right, privilege or obligation not
covered by subdivisions (a) to (g) or by any other items in
this form.
None.
INFORMATION CONCERNING THE SECURITIES UNDERLYING THE TRUST'S SECURITIES
11. Describe briefly the kind or type of securities comprising the
unit of specified securities in which security holders have an
interest.
The Trust's Securities are comprised of notes ("Notes"),
certificates ("Certificates"), replacement securities
("Replacement Securities") and reinvestment securities
("Reinvestment Securities"). Reference is made to the
information provided in Item (16)(B) below for the definition
of Replacement Securities and Reinvestment Securities. Upon
issuance the Notes consisted of four classes of asset backed
securities ("Asset-Backed Securities") issued by Bank of
America Auto Owner Trust 1999-A, a Delaware business trust
("SPV"): (i) $2,750,000,000 principal amount of 5.305% Class
A-1 Asset-Backed Notes, (ii) $2,904,000,000 principal amount of
5.854% ClassA-2 Asset-Backed Notes, (iii) $2,410,000,000
principal amount of 6.410% Class A-3 Asset-Backed Notes, and
(iv) $508,231,929 principal amount of 6.540% Class A-4
Asset-Backed Notes.
The Certificates consist of two classes of Asset-Backed
Securities issued by the SPV: (i) $385,168,206 principal amount
of 6.930% of Class B Asset-Backed Certificates and (ii)
Asset-Backed Residual Certificates ("Asset-Backed Residual
Certificates").
12. If the trust is the issuer of periodic payment plan
certificates and if any underlying securities were issued by
another investment company, furnish the following information
for each such company:
(a) Name of company.
(b) Name and principal business address of depositor.
(c) Name and principal business address of trustee or
custodian.
(d) Name and principal business address of principal
underwriter.
(e) The period during which the securities of such company
have been the underlying securities.
Not applicable.
INFORMATION CONCERNING LOADS, FEES, CHARGES AND EXPENSES
13. (a) Furnish the following information with respect to each
load, fee, expense or charge to which (1) principal
payments, (2) underlying securities, (3) distributions,
(4) cumulated or reinvested distributions or income, and
(5) redeemed or liquidated assets of the trust's securities
are subject:
(A) the nature of such load, fee, expense or charge;
(B) the amount thereof;
(C) the name of the person to whom such amounts are paid
and his relationship to the trust; and
(D) the nature of the services performed by such person
in consideration for such load, fee, expense or
charge.
The Bank bore the expenses of establishing the Trust
and compensates the Depositor, Registrar and Paying
Agent, attorneys, accountants, auditors and other
agents excluding the sub-trustee for their services.
The Trustee shall compensate any successor trustee or
sub-trustee that does not waive its fees. If the
Trustee does not pay any sub-trustee or successor
trustee the amounts that it agreed to pay, then the
successor trustee or sub-trustee shall be compensated
at the current market rate (which currently is
estimated at $8,500 per year). The successor trustee
or sub-trustee will be compensated first from cash
available in the Interest Account and then the
Principal Account. If the cash balances in the
Interest and Principal Accounts are insufficient to
provide for amounts payable to any successor trustee
or sub-trustee, then the Trustee shall have the power
to sell (i) Securities of the Trust from a current
list of Securities designated to be sold by the
Depositor or (ii) if no such Securities have been so
designated, such Securities of the Trust as the
Trustee may see fit to sell in its own discretion,
and to apply the proceeds of any such sale in payment
of the amounts payable to any successor trustee or
sub-trustee. Any moneys payable to any successor
trustee or sub-trustee from the Trust for their
compensation shall be secured by a prior lien on the
Trust.
(b) For each installment payment type of periodic payment plan
certificate of the trust, furnish the following
information with respect to sales load and other
deductions from principal payments.
Not applicable.
(c) State the amount of total deductions as a percentage of
the net amount invested for each type of security issued
by the trust. State each different sales charge available
as a percentage of the public offering price and as a
percentage of the net amount invested. List any special
purchase plans or methods established by rule or exemptive
order that reflect scheduled variations in, or elimination
of, the sales load and identify each class of individuals
or transactions to which such plans apply.
Not applicable.
(d) Explain fully the reasons for any difference in the price
at which securities are offered generally to the public,
and the price at which securities are offered for any
class of transactions to any class or group of
individuals, including officers, directors, or employees
of the depositor, trustee, custodian or principal
underwriters.
Not applicable.
(e) Furnish a brief description of any loads, fees, expenses
or charges not covered in Item (13)(a) which may be paid
by security holders in connection with the trust or its
securities.
Not applicable.
(f) State whether the depositor, principal underwriter,
custodian or trustee, or any affiliated person of the
foregoing may receive profits or other benefits not
included in answer to Item (13)(a) or (13)(d) through the
sale or purchase of the trust's securities or interests in
such securities, or underlying securities or interests in
underlying securities, and describe fully the nature and
extent of such profits or benefits.
No.
(g) State the percentage that the aggregate annual charges and
deductions for maintenance and other expenses of the trust
bear to the dividend and interest income from the trust
property during the period covered by the financial
statements filed herewith.
The aggregate annual charges and deductions from the
Trust for maintenance and other expenses are 0% of
the dividend income from the trust property during
the period covered by the financial statements filed
herewith. See Item (13)(a)(D).
INFORMATION CONCERNING THE OPERATIONS OF THE TRUST
14. Describe the procedure with respect to applications (if any)
and the issuance and authentication of the trust's securities,
and state the substance of the provisions of any indenture or
agreement pertaining thereto.
The Trust was created under the laws of the State of New
York pursuant to the Indenture dated June 30, 1999. On
June 30, 1999, the Depositor deposited with the Trustee in
trust, pursuant to the Agreement, the Notes and
Certificates registered in the name of USBNA, as nominee
for the Trust.
The Trustee was irrevocably authorized to effect
registration or transfer of the Securities to the name of
the Trustee or to the name of its nominee.
On June 30, 1999, simultaneously with the deposit of the
Notes and Certificates, the Trustee recorded or caused the
Registrar and Paying Agent to record on the books and
records of the Trust for the account of the Depositor the
ownership of 9,000,000 Units which constituted all of the
Units of the Trust as of June 30, 1999. The Units are
issued solely in uncertificated form.
The Trustee has caused the Registrar and Paying Agent to
maintain a register of the name and address of each
Unitholder and the number of Units held by them and a
record of all transfers and redemptions thereof.
15. Describe the procedure with respect to the receipt of payments
from purchasers of the trust's securities and the handling of
the proceeds thereof, and state the substance of the provisions
of any indenture or agreement pertaining thereto.
Not applicable.
16. Describe the procedure with respect to the acquisition of
underlying securities and the disposition thereof, and state
the substance of the provisions of any indenture or agreement
pertaining thereto.
(A) Initial Deposit of Securities
On June 30, 1999 the Depositor deposited with the
Trustee in trust, pursuant to the Agreement, the
Notes and Certificates registered in the name of
USBNA, as nominee for the Trust. On June 30, 1999,
simultaneously with the deposit of the Notes and
Certificates, the Trustee recorded, or caused the
Registrar and Paying Agent to record, on the books
and records of the Trust for the account of the
Depositor the ownership of 9,000,000 Units which
constituted all of the Units of the Trust as of June
30, 1999.
(B) Purchase of Replacement and Reinvestment Securities
(a) The Trustee will, as directed in writing by the
Depositor, purchase, or enter into contracts (which
the Depositor shall have approved as satisfactory in
form and substance) to purchase Replacement
Securities, and shall pay for the same with moneys
held in the Principal Account representing proceeds
of the sale of Securities pursuant to the conditions
described in Item (16)(C) and Item (16)(D) below, to
the extent that such proceeds are not required for
the purpose of redemption of Units or other charges
to the Principal Account then pending. In giving such
direction, the Depositor must satisfy all of the
following conditions in the case of each such
purchase or contract to purchase:
(i) the Replacement Securities are
substantially similar to the Securities in
the Trust and do not have a maturity date
after the Mandatory Termination Date;
(ii) the Depositor has received an opinion of
counsel that such purchase will not
adversely affect the status of the Trust
under the Investment Company Act of 1940,
as amended;
(iii) the Depositor has given such written
direction to the Trustee at least five
Business Days prior to the Record Date on
which the moneys to be used for the
purpose of Replacement Securities would
otherwise be distributed to the
Unitholders. (See Item (18)(a)(C) below
for the definition of Record Date); and
(iv) the nationally recognized statistical
rating organization or other comparable
person designated to rate the Notes and
Certificates ("Rating Agency") provides
written notification to various parties
involved in the issuance of the Notes and
Certificates that such action will not
result in a reduction or withdrawal of the
then current rating of the Notes or the
Class B Asset-Backed Certificates.
Within five Business Days of the deposit of any
Replacement Securities, the Depositor will send
each Unitholder a written notice of the deposit
of such Replacement Securities and the
Securities replaced by such Replacement
Securities.
(b) From June 30, 1999 until the Depositor notifies
the Trustee in writing that purchasing
Reinvestment Securities is impractical
("Reinvestment Period"), the Trustee will, as
directed in writing by the Depositor, purchase,
or enter into contracts (which the Depositor
shall have approved as satisfactory in form and
substance) to purchase, Reinvestment Securities
and will pay for the same with the moneys held
in the Principal Account representing the
payment or prepayment of principal on the
Securities to the extent that such proceeds are
not required for the purpose of redemption of
Units or other charges to the Principal Account
then pending. In giving such direction, the
Depositor shall satisfy all of the following
conditions in the case of each such purchase or
contract to purchase:
(i) the Reinvestment Securities are
substantially similar to the existing
Securities in the Trust;
(ii) the Depositor has received an opinion of
counsel that such purchase will not
adversely affect the status of the Trust
under the Investment Company Act of 1940,
as amended; and
(iii) the Rating Agency provides written
notification to various parties involved
in the issuance of the Notes and
Certificates that such action will not
result in a reduction or withdrawal of the
then current rating of the Notes or the
Class B Asset-Backed Certificates.
The Trustee may purchase the Reinvestment
Securities for deposit in the Trust directly
from market makers in such Securities or may
retain the Depositor or other brokers to
purchase the Reinvestment Securities and pay
them usual and customary brokerage commissions
for such transactions. Within five Business Days
of the deposit of Reinvestment Securities, the
Depositor will send each Unitholder a written
notice of the deposit of such Reinvestment
Securities and identify the Securities from
which the money for Reinvestment Securities was
derived.
Funds remaining in the Principal Account
subsequent to a purchase of Reinvestment
Securities will remain in such account until
they can be invested in additional Reinvestment
Securities. During the Reinvestment Period,
amounts in the Principal Account that the
Depositor determines (and so notifies the
Trustee in writing or via facsimile) are (a)
unable to be invested into Reinvestment
Securities or (b) required to be distributed for
the Trust, to maintain its status as a regulated
investment company as defined in Section 851 of
the Internal Revenue Code of 1986 ("RIC"), shall
be distributed on the next Distribution Date, to
Unitholders of record on the related Record
Date. (See Item (18)(a)(C) below for the
definition of Distribution Date).
When the Depositor determines that the
reinvestment of cash from the Principal Account
into Reinvestment Securities is no longer
practical, the Depositor shall notify the
Trustee, in writing, that the Reinvestment
Period is terminated. Upon termination of the
Reinvestment Period, unreinvested amounts
remaining in the Principal Account and amounts
subsequently credited to the Principal Account
shall be distributed in accordance with the
procedure described in Item (18)(a) below.
(C) Selling Securities of the Trust
If necessary, in order to maintain the sound
investment character of the Trust, the Depositor may
direct the Trustee to sell or liquidate Securities in
the Trust at such price and time and in such manner
as shall be determined by the Depositor, provided
that the Depositor has determined that either one or
both of the following conditions exist:
(a) there has been an event of default ("Event of
Default"). An Event of Default means
(i) default in the payment of any interest on
any Note when the same becomes due and
payable, and such default shall continue
for a period of five (5) days or more; or
(ii) default in the payment of the principal of
or any installment of the principal of any
Note when the same becomes due and
payable; or
(iii) certain defaults in the observance or
performance of any material covenant,
agreement, warranty or representation of
the SPV or its successor ("Issuer") made
in an indenture executed between the SPV
and Indenture Trustee dated June 1, 1999
("SPV Indenture") or in other writings
delivered pursuant to the SPV Indenture;
(iv) the filing of a decree or order for relief
by a court having jurisdiction in the
premises in respect of the Issuer or any
substantial part of the SPV property in an
involuntary case under any applicable
federal or State bankruptcy, insolvency or
other similar law now or hereafter in
effect, or appointing a receiver,
liquidator, assignee, custodian, trustee,
sequestrator or similar official of the
Issuer or for any substantial part of the
property subject to the security interest
granted under the SPV Indenture for the
Notes, or ordering the winding-up or
liquidation of the Issuer's affairs, and
such decree or order shall remain unstayed
and in effect for a period of sixty (60)
consecutive days; or
(v) the commencement by the Issuer of a
voluntary case under any applicable
federal or state bankruptcy, insolvency or
other similar law now or hereafter in
effect, or the consent by the Issuer to
the entry of an order for relief in an
involuntary case under any such law, or
the consent by the Issuer to the
appointment or taking possession by a
receiver, liquidator, assignee, custodian,
trustee, sequestrator or similar official
of the Issuer or for any substantial part
of the property subject to the security
interest granted under the SPV Indenture
for the Notes, or the making by the Issuer
of any general assignment for the benefit
of creditors, or the failure by the Issuer
generally to pay its debts as such debts
become due, or the taking of any action by
the Issuer in furtherance of any of the
foregoing.
(b) the sale of Securities is necessary or advisable
in order to maintain the qualification of the
Trust as a RIC.
On receipt of such direction from the Depositor, upon
which the Trustee shall rely, the Trustee shall
proceed to sell or liquidate the specified Securities
in accordance with such direction.
If at any time the principal of or interest on any of
the Securities will be in default and not paid or
provision for payment thereof will not have been duly
made, after giving effect to any cure periods without
the Depositor's having directed the Trustee to sell
such Securities as described in this Item (16)(C),
the Trustee will notify the Depositor of such
default. If within thirty days after such
notification the Depositor has not given any
instruction to sell or to hold or has not taken any
other action in connection with such Securities, the
Trustee will sell such Securities, and the Trustee
will not be liable or responsible in any way for
depreciation or loss incurred with respect to such
Securities or by reason of such sale.
(D) Additional Instances Where Securities May Be Sold
The Trustee also has the power to sell Securities to
meet redemption requests and to cover compensation
for any successor trustee and sub-trustee as
explained in Item (10)(d)(D) and Item 13(a) above.
17. (a) Describe the procedure with respect to withdrawal or
redemption by security holders.
Reference is made to the information provided in Item
(10)(d) above.
(b) Furnish the names of any persons who may redeem or
repurchase, or are required to redeem or repurchase, the
Trust's securities or underlying securities from security
holders, and the substance of the provisions of any
indenture or agreement pertaining thereto.
Reference is made to the information provided in Item
(10)(d)(B) and (C) above.
(c) Indicate whether repurchased or redeemed securities will
be canceled or may be resold.
Units repurchased by the Depositor may be resold if
the conditions, set forth in Item (10)(d)(A) above
are met.
All redeemed Units will be canceled by the Trustee.
18. (a) Describe the procedure with respect to the receipt, custody
and disposition of the income and other distributable funds
of the trust and state the substance of the provisions of
any indenture or agreement pertaining thereto.
(A) Collection of Interest on Securities
The Trustee will collect the interest on the
Securities in the Trust as such becomes payable
(including all interest accrued but unpaid prior to,
June 30, 1999, on the Securities and including that
part of the proceeds of the sale, liquidation,
redemption or maturity of any Securities that
represents accrued interest thereon but not accrued
original issue discount, if any) and credit such
interest to the Interest Account.
(B) Collection of Principal on Securities
All moneys other than amounts credited to the
Interest Account, received by the Trustee in respect
of the Securities in the Trust, will be credited to
the Principal Account.
The Trustee will give prompt written notice to the
Depositor of all amounts credited to or withdrawn
from the Principal Account and the balance in such
account after giving effect to such credit or
withdrawal.
(C) Distributions
On the 18th day of each month commencing with August
1999, or if such day is not a Business Day, the next
succeeding Business Day ("Distribution Date"), the
Trustee will pay to the Registrar and Paying Agent,
and will cause the Registrar and Paying Agent to
distribute by mail or wire on each Distribution Date
to or upon the order of each Unitholder other than
Amadeo, Inc. as of the close of business on the
preceding Record Date (as defined below in this
paragraph) at the post office address or account, as
applicable, appearing on the registration books of
the Trust, such Unitholder's pro rata share of the
distribution made on such Distribution Date. On each
Distribution Date, the Trustee shall pay to Amadeo,
Inc. directly by mail or wire its pro rata share of
the distribution made on such Distribution Date. On
the 3rd Business Day before each Distribution Date
("Record Date") commencing in August 1999, the
Trustee will determine the distributions to be made
on the related Distribution Date, which will consist
of the cash balance of the Interest Account and of
the Principal Account calculated as of such Record
Date, provided that the Trustee will not be required
to make a distribution from the Principal Account
unless the cash balance thereof available for
distribution will be sufficient to distribute at
least one cent per Unit.
In the computation of each such share, amounts of
less than one cent will be omitted. After any such
distribution provided for above, any cash balance
remaining in the Interest Account or the Principal
Account will be held in the same manner as other
amounts subsequently deposited in each of such
accounts, respectively.
If the Trustee determines that an event has occurred
as a result of which there has resulted an excess
distribution from the Interest Account, it will
reduce subsequent distributions therefrom so as to
reconcile, as promptly as practicable, the aggregate
net income of and distributions from such account.
For the purpose of distribution, the holders of
record on the registration books of the Trust at the
close of business on each Record Date will be
conclusively entitled to such distribution, and no
liability will attach to the Trustee by reason of
payment to any such registered Unitholder of record.
Unitholders may receive distribution, by means of
check, draft, wire or other proper instrument.
(D) Distribution Statements
On each Record Date, the Trustee will furnish, to the
Registrar and Paying Agent, a statement of the amount
being distributed from each Principal and Interest
Account expressed as a dollar amount per Unit of the
Trust. Appendix A to the Indenture contains an
example of how the form of such a statement should
appear. The Trustee will direct the Registrar and
Paying Agent to provide such information to each
Unitholder on a per Unit basis with each distribution
from the Interest or Principal Accounts, except that
such information need not be furnished to a
Unitholder who has waived receipt thereof in writing.
If the issuer of any of the Securities in the Trust
fails to make payment when due of any interest or
principal on such Securities and such failure results
in a change in the amount that would otherwise be
distributed as a monthly distribution, the Trustee
will, with the first distribution from the Trust
following such failure, set forth, or cause the
Registrar and Paying Agent to set forth, in an
accompanying statement (a) the name of the issuer and
the Security, (b) the amount of the reduction in the
distribution per Unit resulting from such failure,
(c) the percentage of the aggregate principal amount
of all Securities that such Security represents and
(d) to the extent then determined, information
regarding any disposition or legal action with
respect to such Security.
(b) Describe the procedure, if any, with respect to the
reinvestment of distributions to security holders and
state the substance of the provisions of any indenture or
agreement pertaining thereto.
Reference is made to the information provided in Item
(16)(B)(b), above.
(c) If any reserves or special funds are created out of income
or principal, state with respect to each such reserve or
fund the purpose and ultimate disposition thereof, and
describe the manner of handling the same.
Not applicable.
(d) Submit a schedule showing the periodic and special
distributions which have been made to security holders
during the three years covered by the financial statements
filed herewith. State for each such distribution the
aggregate amount and amount per share. If distributions
from sources other than current income have been made,
identify each such other source and indicate whether such
distribution represents the return of principal payments
to security holders. If payments other than cash were
made, describe the nature thereof, the account charged and
the basis of determining the amount of such charge.
Periodic and Special Distributions
-------------------- ------------------------ -----------------------
Year Aggregate Amount Per Share
1999 Amount
-------------------- ------------------------ -----------------------
Principal $2,153,160,000 $239.24
========= ============== =========
-------------------- ------------------------ -----------------------
Interest 233,460,000 25.94
======== =========== =====
-------------------- ------------------------ -----------------------
Total $2,386,620,000.00 $265.18
===== ================= =========
-------------------- ------------------------ -----------------------
Distributions from Sources Other than Current Income
--------------------- ----------------------- -----------------------
Year Source Did such distribution
represent the return
of principal payments
to security holders?
--------------------- ----------------------- -----------------------
Principal Paydown on
1999 investments Yes
--------------------- ----------------------- -----------------------
Payments Other than Cash
---------------- ---------------------- --------------------- ----------------
Year Describe Nature Account Charged Basis of
of Payment Determination of
Amount of Charge
---------------- ----------------------- -------------------- ----------------
1999 None
---------------- ----------------------- ------------------- -----------------
19. Describe the procedure with respect to the keeping of records
and accounts of the Trust, the making of reports and the
furnishing of information to security holders, and the
substance of the provision of any indenture or agreement
pertaining thereto.
(A) Records of Transactions of Trust, Annual Accountant
Statements and State/Federal Reports
The Trustee will, or may cause the Registrar and
Paying Agent to, keep proper books of record and
account of all the transactions of the Trust. Such
books of record will include a register of the name
and address of every Unitholder and of the number of
Units held by them and a record of all transfers and
redemptions thereof. Such register will be conclusive
evidence as to who are the holders of Units and are
entitled to receive payment of any distributions or
otherwise to exercise or enjoy the rights of
Unitholders. Such books of record belong to the
Trust. Upon reasonable notice from a Unitholder, such
books and records of the Trust will be open to
inspection at the Trustee's Office by any Unitholder
at all reasonable times during the Trustee's usual
business hours.
The Trustee will cause audited statements as to the
assets and income of the Trust to be prepared on an
annual basis by independent public accountants
selected by the Depositor.
The Trustee will make such annual or other reports as
may from time to time be required under any
applicable state or federal statute or rule or
regulation thereunder.
(B) Annual Distribution Statements
Within sixty days after the last Business Day of each
calendar year, the Trustee will transmit (by regular
or electronic mail or facsimile), or cause the
Registrar and Paying Agent to transmit (by regular or
electronic mail or facsimile), to each person, who at
any time during such calendar year was a Unitholder,
a statement setting forth, with respect to such
calendar year:
(a) as to the Interest Account:
(i) the amount of interest received on the
Securities (including amounts representing
interest received upon any disposition of
Securities, penalties for failure to make
timely payments on Securities or
liquidated damages for default on breach
of any condition or term of the
Securities),
(ii) the amounts distributed as part of the
monthly distributions, expressed both as a
total dollar amount and as a dollar amount
per Unit outstanding on the Record Dates
for such distributions, and amounts paid
for redemptions, and
(iii) the balance remaining after such
distributions and payments, expressed both
as a total dollar amount and as a dollar
amount per Unit outstanding on such last
Business Day;
(b) as to the Principal Account:
(i) payments of principal on Securities,
(ii) the dates of the sale, maturity,
liquidation or redemption of any of the
Securities and the net proceeds received
therefrom, excluding any portion thereof
credited to the Interest Account,
(iii) the amounts distributed as part of the
monthly distributions, expressed both as a
total dollar amount and as a dollar amount
per Unit outstanding on the Record Dates
for such distributions, amounts paid for
purchases of Replacement Securities or
Reinvestment Securities and amounts paid
for redemptions, and
(iv) the balance remaining after such
distributions and deductions, expressed
both as a total dollar amount and as a
dollar amount per Unit outstanding on the
last Business Day of such calendar year.
(c) the following information:
(i) a list of the Securities as of such last
Business Day,
(ii) the number of Units outstanding on such
last Business Day,
(iii) the value of each individual Unit as based
on the last evaluation of the Trust made
during such calendar year, and
(iv) such other information as the Trustee may
deem appropriate.
This information will be presented in substantially
the form attached as Appendix B to the Indenture.
See Exhibit 1.
Reference is also made to the information provided in Item
(10)(g)(3), Item (10)(g)(4), Item (16)(B)(a), Item
(16)(B)(b) and Item (18)(a)(D) above, and Item (20)(b)(A)
and Item (24)(B) below regarding other reports and
information that must be provided to Unitholders.
20. State the substance of the provisions of any indenture or
agreement concerning the trust with respect to the following:
(a) Amendments to such indenture or agreement.
(A) Reference is made to the information provided in Item
10(f)(A) and Item (10)(g)(3) above.
(B) The transfer agent agreement ("Transfer Agent
Agreement"), incorporated by reference from Exhibit
A.(4) of the Registration Statement, entered into
among ChaseMellon L.L.C. ("ChaseMellon"), the Bank, a
successor in interest to NationsBank, N.A. in its
individual capacity, the Trustee and Depositor
("Transfer Agent Parties") which appoints ChaseMellon
to serve as Registrar and Paying Agent may only be
amended by the Transfer Agent Parties.
(C) The Administrative Agreement may be amended by USBNA
and the Trustee provided that such amendment will not
materially and adversely affect the interests of any
Unitholder.
(b) The extension or termination of such indenture or
agreement.
(A) Termination of the Indenture
The Trust will terminate upon the maturity,
redemption, sale or other disposition as the case may
be of the last Security held in the Trust unless
sooner terminated and may be terminated at any time
by the written consent of all of the Unitholders;
provided that, in no event will the Trust continue
beyond the last Business Day of 2007. Written notice
of any termination will be given by the Trustee, or
the Trustee will cause the Registrar and Paying Agent
to give notice, to each Unitholder at his address
appearing on the registration books of the Trustee.
Within a reasonable period of time after the
termination of the Trust, the Trustee will fully
liquidate the Securities of the Trust then held, if
any, and will:
(a) distribute to each Unitholder such Unitholder's
pro rata share of the balance of the Interest
Account;
(b) distribute to each Unitholder such Unitholder's
pro rata share of the balance of the Principal
Account; and
(c) furnish, or cause the Registrar and Paying Agent
to furnish, to each such Unitholder a final
distribution statement as of the date of the
computation of the amount distributable to
Unitholders, setting forth the data and
information in substantially the form and manner
described in Item 19(B) above.
The Trustee will be under no liability with respect
to moneys held by it in the Interest and Principal
Accounts upon termination except to hold the same in
trust without interest until disposed of in
accordance with the terms of the Indenture.
(B) Termination of the Transfer Agent Agreement
The Transfer Agent Agreement will continue in force
until the earliest of (1) the resignation of
ChaseMellon, (2) the receipt by ChaseMellon of a
notice of termination in accordance with the terms of
the Transfer Agent Agreement or (3) the dissolution
of the Trust.
(C) Termination of the Administrative Agreement
The Administrative Agreement shall continue in force
until the dissolution of the Trust.
(c) The removal or resignation of the trustee or custodian, or
the failure of the trustee or custodian to perform its
duties, obligations and functions.
(A) Resignation or Removal of the Trustee
(a) The Trustee may resign and be discharged of the
Trust, by executing an instrument in writing
resigning as Trustee and filing the same with
the Depositor and mailing a copy to all
Unitholders then of record, not less than sixty
days (60) before the date specified in such
instrument when, subject to Item (20)(c)(A)(e)
below, such resignation is to take effect. Upon
receiving such notice of resignation, the
Depositor will promptly appoint a successor
Trustee, by written instrument, in duplicate,
one copy of which shall be delivered to the
resigning Trustee and one copy to the successor
Trustee. If at any time the Trustee becomes
incapable of acting, or is adjudged a bankrupt
or insolvent, or a receiver of the Trustee or of
its property is appointed, or any public officer
takes charge or - control of the Trustee or of
its property or affairs for the purposes of
rehabilitation, conservation or liquidation,
then in any such case the Depositor may (or if
the Trustee is not re-elected as described in
Item (10)(f)(B), the Depositor will) remove the
Trustee and appoint a successor Trustee by
written instrument, in duplicate, one copy of
which will be delivered to the Trustee so
removed and one copy to the successor Trustee;
provided that a copy of such notice is mailed by
the Depositor to each Unitholder then of record.
(b) Any successor Trustee appointed will execute and
deliver to the Depositor and to the resigning or
removed Trustee an instrument accepting such
appointment, and such successor Trustee without
any further act, deed or conveyance will become
vested with all the rights, powers, duties and
obligations of its predecessor under the
Indenture as if originally named Trustee in the
Indenture and will be bound by all the terms and
conditions of the Indenture. Upon the request of
such successor Trustee, the Depositor and the
retiring Trustee shall, upon payment of any
amounts due the retiring Trustee, or provision
therefor to the satisfaction of such retiring
Trustee, execute and deliver an instrument
acknowledged by it transferring to such
successor Trustee all the rights and powers of
the retiring Trustee; and the retiring Trustee
will transfer, deliver and pay over to the
successor Trustee all Securities and moneys at
the time held by it pursuant to the Indenture,
together with all necessary instruments of
transfer and assignment or other documents
properly executed necessary to effect such
transfer and such of the records or copies
maintained by the retiring Trustee in the
administration of the Trust as may be requested
by the successor Trustee, and will thereupon be
discharged from all duties and responsibilities
under the Indenture.
(c) In case at any time the Trustee resigns and no
successor Trustee has been appointed and
accepted appointment within thirty days (30)
after notice of resignation has been received by
the Depositor, the retiring Trustee may apply to
a court of competent jurisdiction for the
appointment of a successor Trustee. Such court
may thereupon, after such notice, if any, as it
may deem proper and prescribe, appoint a
successor Trustee.
(d) Any corporation into which any Trustee of the
Trust may be merged or with which it may be
consolidated, or any corporation resulting from
any merger or consolidation to which any Trustee
will be a party, will automatically be the
successor Trustee under the Indenture.
(e) Any resignation or removal of the Trustee and
appointment of a successor Trustee will not
become effective until acceptance of appointment
by the successor trustee as provided in Item
(20)(c)(A)(b) and Item (20)(A)(c) above.
(B) Resignation and Removal of USBNA as Sub-Trustee
(a) The Administrative Agreement will continue in
force until the dissolution of the Trust, upon
which event the Administrative Agreement will
automatically terminate.
(b) Subject to Item (20)(c)(B)(e) below, USBNA may
resign from its duties under the Administrative
Agreement by providing the Trustee with at least
sixty (60) days' prior written notice. If a
successor sub-trustee does not take office
within sixty (60) days after the retiring
sub-trustee resigns or is removed, the retiring
sub-trustee may petition any court of competent
jurisdiction for the appointment of a successor
sub-trustee.
(c) Subject to Item (20)(c)(B)(e) below, the Trustee
may remove USBNA without cause by providing
USBNA with at least sixty (60) days' prior
written notice.
(d) Subject to Item (20)(c)(B)(e) below, at the sole
option of the Trustee, USBNA may be removed
immediately upon written notice of termination
from the Trustee to USBNA if any of the
following events occur:
(i) USBNA defaults in the performance of any
of its duties under the Administrative
Agreement and, after receiving notice of
such default, does not cure such default
within ten (10) days (or, if such default
cannot be cured in such time, does not
give, within ten (10) days, such assurance
of cure as will be reasonably satisfactory
to the Trustee);
(ii) the entry of a decree or order by a court
or agency or supervisory authority of
competent jurisdiction for the appointment
of a conservator, receiver, liquidator or
trustee for USBNA in any bankruptcy,
insolvency, readjustment of debt,
marshalling of assets and liabilities, or
similar proceedings, or for the winding up
or liquidation of its affairs, and any
such decree or order continues unstayed
and in effect for a period of sixty (60)
consecutive days; or
(iii) the consent by USBNA to the appointment of
a conservator, receiver, liquidator or
trustee or similar official in any
insolvency, readjustment of debt,
marshalling of assets and liabilities, or
similar proceedings of or relating to
USBNA or relating substantially to all of
its property, the admission in writing by
USBNA of its inability to pay its debts
generally as they become due, the filing
by USBNA of a petition to take advantage
of any applicable insolvency or
reorganization statute, the making by
USBNA of an assignment for the benefit of
its creditors of the voluntary suspension
by USBNA of payment of its obligations.
USBNA has agreed that if any of the events
specified in clause (ii) or (iii) of this Item
20(c)(B)(d) occur, it will give written notice
of them to the Trustee within seven (7) days
after the happening of the event.
(e) No resignation or removal of USBNA will be
effective until (i) a successor sub-trustee will
have been appointed by the Trustee and (ii) such
successor sub-trustee will have agreed in
writing to be bound by the terms of the
Administrative Agreement in the same manner as
USBNA is bound under the Administrative
Agreement.
(C) Qualification of Trustee, Sub-Trustee and Successor
Trustee
The Trustee, any sub-trustee and any successor
Trustee or successor sub-trustee will be a
corporation organized and doing business under the
laws of the United States or any state thereof, which
is authorized under such laws to exercise corporate
trust powers and having at all times an aggregate
capital, surplus and undivided profits of not less
than $50,000,000.
(d) The appointment of a successor trustee and the procedure
if a successor trustee is not appointed.
Reference is made to the information provided in
Item (20)(c) above.
(e) The removal or resignation of the depositor, or the
failure of the depositor to perform its duties,
obligations and functions.
If at any time the Depositor fails to undertake or perform
any of its duties under the Indenture or the Depositor
becomes incapable of acting or is adjudged a bankrupt or
insolvent, or a receiver of such Depositor or of its
property is appointed, or any public officer takes charge
or control of such Depositor or of its property or affairs
for the purpose of rehabilitation, conservation or
liquidation, then in any such case, the Trustee may: (1)
appoint a successor depositor who must fulfill all of the
duties of such Depositor, must be satisfactory to the
Trustee, and which will be paid by the Bank at such
amounts as the parties may agree or (2) terminate and
liquidate the Trust in the manner described in Item
(20)(b).
(f) The appointment of a successor depositor and the procedure
if a successor depositor is not appointed.
Reference is made to the information provided in Item
(20)(e) above.
21. (a) State the substance of the provisions of any indenture or
agreement with respect to loans to security holders.
Not applicable.
(b) Furnish a brief description of any procedure or
arrangement by which loans are made available to security
holders by the depositor, principal underwriter, trustee
or custodian, or any affiliated person of the foregoing.
The following items should be covered:
(1) The name of each person who makes such agreements or
arrangements with security holders.
(2) The rate of interest payable on such loans.
(3) The period for which loans may be made.
(4) Costs or charges for default in repayment at
maturity.
(5) Other material provisions of the agreement or
arrangement.
Not applicable.
(c) If such loans are made, furnish the aggregate amount of
loans outstanding at the end of the last fiscal year, the
amount of interest collected during the last fiscal year
allocated to the depositor, principal underwriter, trustee
or custodian or affiliated person of the foregoing and the
aggregate amount of loans in default at the end of the
last fiscal year covered by financial statements filed
herewith.
Not applicable.
22. State the substance of the provisions of any indenture or
agreement with respect to limitations on the liabilities of the
depositor, trustee or custodian, or any other party to such
indenture or agreement.
(A) Liability of Depositor
The Depositor is a fiduciary with respect to the
Unitholders including but not limited to in all
dealings with the sale and purchase of the
Securities. Provided that the Depositor has fulfilled
its fiduciary duties, the Depositor has no liability
to the Unitholders for any action taken or for
refraining from the taking of any action in good
faith pursuant to the Indenture or for errors in
judgment, but is liable only for its own negligence,
lack of good faith or willful misconduct. The
Depositor may rely in good faith on any paper, order,
notice, list, affidavit, receipt, opinion,
endorsement, assignment, draft or any other document
of any kind prima facie properly executed and
submitted to it by the Trustee, Registrar and Paying
Agent, counsel, or any other persons pursuant to this
Indenture and in furtherance of its duties.
(B) Liability of Trustee
The liabilities of Trustee are defined as follows:
(a) The Trustee is not liable for any action taken
in good faith on any appraisal, paper, order,
list, demand, request, consent, affidavit,
notice, opinion, direction, evaluation,
endorsement, assignment, resolution, draft or
other document whether or not of the same kind
prima facie properly executed, or for the
disposition of moneys, Securities, or Units
pursuant to the Indenture, or in respect of any
evaluation of the net asset value of the Trust
or the Units which it is required to make or is
required or permitted to have made by others
under the Indenture or otherwise, except by
reason of its own negligence, lack of good faith
or willful misconduct, provided that the Trustee
is not liable or responsible for any evaluation
made by the Depositor. The Trustee may construe
any of the provisions of the Indenture, if they
appear to be ambiguous or inconsistent with any
other provisions of the Indenture, and any such
construction made by the Trustee in good faith
will be binding upon all affected parties.
(b) The Trustee is not responsible for or in respect
of the recitals in the Indenture, the validity
or sufficiency of the Indenture or for the due
execution of the Indenture by the Depositor, and
in no event is the Trustee liable to or under
any duty or obligation to any Unitholder or the
Depositor other than as expressly provided for
in the Indenture. The Trustee is not responsible
for or in respect of the validity of any
signature by or on behalf of the Depositor.
(c) The Trustee is not under any obligation to
appear in, prosecute or defend any action, that
in its opinion may involve it in expense or
liability, unless as often as required by the
Trustee, it will be furnished with reasonable
security and indemnity against such expense or
liability, and any pecuniary cost of the Trustee
from such actions will be paid by the Bank.
(d) The Trustee may employ attorneys, accountants,
auditors and other agents and will not be
answerable for the default or misconduct of any
attorneys, accountants, auditors and other
agents if they have been selected with
reasonable care. The Trustee may employ a
Registrar and Paying Agent and sub-trustees and
shall be answerable for the default or
misconduct of any such Registrar or Paying Agent
or sub-trustee as if it committed such action or
omissions itself. The Trustee shall be fully
protected in respect of any action under the
Indenture taken, or suffered, in good faith by
the Trustee, in accordance with the opinion of
its counsel.
(e) In no event is the Trustee liable for any taxes
or other governmental charges imposed upon or in
respect of the Securities or upon the interest
thereon or upon it as Trustee or upon or in
respect of the Trust that it may be required to
pay under any present or future law of the
United States or of any other taxing authority
having jurisdiction in the premises. The Trust
will be reimbursed and indemnified by the Bank
for all such taxes and charges and for any
expenses, including counsel fees, that the Trust
may sustain or incur with respect to such taxes
or charges.
(f) The Trustee, except by reason of its own
negligence or willful misconduct, is not liable
for any action taken or suffered to be taken by
it in good faith and believed by it to be
authorized or within the discretion or rights or
powers conferred upon it by the Indenture.
(C) Liability of ChaseMellon
In the absence of gross negligence or intentional
misconduct on its part, ChaseMellon is not liable for
any action taken, suffered, or omitted by it or for
any error of judgment made by it in the performance
of its duties under the Transfer Agent Agreement. In
no event is ChaseMellon liable for special, indirect,
punitive, incidental or consequential loss or damages
of any kind whatsoever (including but not limited to
lost profits), even if ChaseMellon has been advised
of the possibility of such damages. Any liability of
ChaseMellon is limited to the amount of fees paid to
ChaseMellon under the Transfer Agent Agreement.
(D) Liability of USBNA
USBNA will be liable for its own negligent action,
its own negligent failure to act or its own willful
misconduct except that USBNA will not be liable for
errors of judgment made in good faith by certain of
its employees unless it is proven that USBNA or its
employees were negligent in ascertaining the
pertinent facts.
(E) Liability of Holder of Asset-Backed Residual
Certificates
The Trust as holder of the Asset-Backed Residual
Certificate is obligated for the debts of the SPV
(except for payments on the Notes and the
Certificates) to the same extent as if it were a
partner under Delaware partnership law.
23. Describe any bonding arrangement for officers, directors,
partners or employees of the depositor or principal underwriter
of the trust, including the amount of coverage and the type of
bond.
Bank of America Corporation has customary Financial
Institution Bond insurance. This covers financial loss
suffered by it or its subsidiaries, including the Trust,
as a result of employee infidelity, loss of property
(money, securities, negotiable and non-negotiable
instruments) on its premises or in transit through
robbery, burglary or larceny. It also covers forgery or
alteration of negotiable instruments, including loss of
securities, acquired, sold or delivered by the bank for
its own account or for the account of others.
24. State the substance of any other material provisions of any
indenture or agreement concerning the trust or its securities
and a description of any other material functions or duties of
the depositor, trustee or custodian not stated in Item 10 or
Items 14 to 23, inclusive.
(A) Evaluation of the Value of the Units
(a) The Trustee determines the net asset value of the
Trust at 4:00 p.m. EST on: (1) June 30, 1999,
(2) the last Business Day of each month, (3) each
day on which a proper request for redemption is
received by the Trustee, and (4) any other
Business Day desired by the Trustee or requested
by the Depositor.
(b) Each determination of the Trust's net asset
value will take into account and separately
itemize: (1) the cash on hand in the Trust
(exclusive of cash held for distribution to
Unitholders, and required for redemption of
Units requested, as of a date prior to the date
of determination) or moneys in the process of
being collected in respect of interest coupons
or securities matured or called for redemption
prior to maturity, (2) the value of each class
of the Securities in the Trust and (3) any and
all other assets and liabilities of the Trust as
determined in accordance with generally accepted
accounting principles consistently applied.
(c) Except as provided in Item (24)(A)(d) below, for
each determination of the net asset value of the
Trust, the value of the Notes and Class B
Asset-Backed Certificates will be based on
current valuations obtained from one or more
independent pricing services that has been
approved, for purposes of providing ratings on
obligations collateralized or supported by
securities that are comparable to such
securities by a Rating Agency ("Notes Approved
Pricing Service"). The Notes Approved Pricing
Service must be selected in good faith by the
Trustee, and must value the Notes and Class B
Asset-Backed Certificates based on the last
reported sales price and, if there have not been
any recent sales, a matrix methodology that
derives market values based on reported sales
prices or market quotations for securities that,
taking into account the terms of and the recent
prepayment, default and other performance
information relating to such securities, are
comparable to the Notes and Class B Asset-Backed
Certificates ("Notes Approved Pricing
Methodology"). If, for any such determination of
the net asset value, the Trustee obtains
valuations with respect to the same class of
Securities from more than one Approved Pricing
Service, the value of those Securities shall be
the arithmetic average of the valuations so
obtained.
Furthermore, the value of the Asset-Backed
Residual Certificate, will be obtained from the
Public and Structured Finance Services division
of Ernst & Young LLP or, if they are no longer
willing or able to value the Asset-Backed
Residual Certificate, another recognized,
independent pricing source selected in good
faith by the Trustee ("Residual Approved Pricing
Service").
The Residual Approved Pricing Service must value
the Securities constituting the Asset-Backed
Residual Certificate based on the last reported
sales price and if there have not been a recent
sale such fair value methodology, using
fundamental analytical data and techniques and
taking into account the terms of and the recent
prepayment, default and other performance
information relating to such Securities, as the
Residual Approved Pricing Service determines in
good faith will reflect the amount that the
Trust might reasonably expect to receive upon a
current sale of such Securities. If for any such
determination of the net asset value the Trustee
obtains valuations with respect to the
Asset-Backed Residual Certificate from more than
one Residual Approved Pricing Service, the value
of the Asset-Backed Residual Certificate shall
be the arithmetic average of the valuations so
obtained. Notwithstanding the foregoing,
however, in connection with any determination of
the net asset value of the Trust that is not
made as of a day on which redemption of any Unit
is properly requested, the Trustee may utilize
the most recent valuation of the Securities
constituting the Residual Approved Pricing
Methodology provided that (1) such valuation is
not more than twelve months old and (2) the
Trustee believes in good faith that any change
in the value of that class of Asset-Backed
Residual Certificate since the date of the most
recent valuation would not result in a material
change in the net asset value of the Trust.
(d) Notwithstanding the foregoing procedures for
determining the net asset value of the Trust,
the determination of the Trust's net asset value
as of June 30, 1999, shall be based on the
Trustee's good faith evaluation of the value of
the Securities held in the Trust, plus the
amount of any cash held in the Trust.
(B) Transfer Agent Agreement
A Transfer Agent Agreement was entered into among the
Transfer Agent Parties on June 30, 1999, which
appoints ChaseMellon to serve as the Registrar and
Paying Agent. Under the Transfer Agent Agreement,
ChaseMellon has the following duties, among others,
to: (a) record and register the ownership position of
the Units in the Trust; (b) mail to each Unitholder
all notices and statements as directed by the Trustee
or any sub-trustee; (c) mail monthly distribution
statements and principal and interest payments to
each Unitholder; and (d) perform various account
maintenance functions, unit issuance functions and
paying agency functions.
(C) Administrative Services Agreement
An Administrative Services Agreement was entered into
on June 30, 1999 between USBNA and the Trustee. Under
the Administrative Services Agreement, USBNA will
execute the following duties of the Trustee: (a)
obtain the price of, and calculate the market value
of, the Notes and the Class B Asset-Backed
Certificates and furnish such information to the
Trustee; (b) hold the Securities in the Trust as
custodian; (c) hold the Interest Account and the
Principal Account and invest their funds in interim
investments; (d) furnish prompt written notice to the
Depositor of all amounts credited to or withdrawn
from the Principal Account; (e) make distributions;
(f) calculate the amount to be distributed from the
Interest Account and the Principal Account per Unit
of the Trust, and furnish such information to
ChaseMellon; and (g) maintain books of account and
records relating to the services it provides.
III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR ORGANIZATION
AND OPERATIONS OF DEPOSITOR
25. State the form of organization of the depositor of the trust, the
name of the state or other sovereign power under the laws of which
the depositor was organized and the date of organization.
The Depositor, Amadeo, Inc., is a Delaware corporation
incorporated on June 30, 1999 whose business purpose is to
engage in any lawful act or activity for which a corporation
may be organized under the General Corporation Law of Delaware.
Amadeo, Inc. is a wholly owned subsidiary of the Bank , a
federally chartered institution providing a full range of
financial services.
26. (a) Furnish the following information with respect to all fees
received by the Depositor of the trust in connection with
the exercise of any functions or duties concerning
securities of the trust during the period covered by the
financial statements filed herewith.
<TABLE>
<CAPTION>
--------------------- ----------------- ----------------- ---------------- ----------------- --------------- -------------
Aggregate
gross
Year Total payments Amount of sales Amount of Amount of Amount of amount of
by security load received administration management fees other fees load, fees,
holders fees received received received etc.
received
--------------------- ----------------- ----------------- ---------------- ----------------- --------------- -------------
<S> <C> <C> <C> <C> <C> <C>
1999 None None None None None $0
==== ==== ==== ==== ==== ==== ==
</TABLE>
(b) Furnish the following information with respect to any fee or
any participation in fees received by the depositor from any
underlying investment company or any affiliated person or
investment adviser of such company:
(1) The nature of such fee or participation.
Not applicable.
(2) The name of the person making payment.
Not applicable.
(3) The nature of the services rendered in consideration for
such fee or participation.
Not applicable.
(4) The aggregate amount received during the last fiscal year
covered by the financial statements filed herewith.
Not applicable.
27. Describe the general character of the business engaged in by
the depositor including a statement as to any business other
than that of depositor of the trust. If the depositor acts or
has acted in any capacity with respect to any investment
company or companies other than the trust, state the name or
names of such company or companies, their relationship, if any,
to the trust, and the nature of the depositor's activities
therewith. If the depositor has caused to act in such named
capacities, state the date of and circumstances surrounding
such cessation.
Reference is made to the information provided in answers
to Item (16) and Item (25).
OFFICIALS AND AFFILIATED PERSONS OF DEPOSITOR
28. (a) Furnish as at latest practicable date the following
information with respect to the depositor of the trust,
with respect to each officer, director, or partner of the
depositor, and with respect to each natural person directly
or indirectly owning, controlling or holding with power to
vote 5% or more of the outstanding voting securities of the
depositor.
As at May 31, 2000
-----------------------------------------------------------
Name, principal business address and nature of relationship
or affiliation with Depositor of the Trust:
Officers of the Depositor:
Stacey Almond, President
233 South 4th Street
Las Vegas, NV 89101
Kristin M. Loucks, Vice President
233 South 4th St.
Las Vegas, NV 89101
Edward J. Stark, Secretary
730 15th Street NW
Washington, DC 20005-1012
Deborah C. Lovelett, Vice President
121 W. Trade St.
Charlotte, NC 28255
Brent C. Andersen, Assistant Treasurer, Tax
401 N. Tryon St.
Charlotte, NC 28255
Gary S. Williams, Assistant Treasurer, Tax
401 N. Tryon St.
Charlotte, NC 28255
Rick M. Wacula, Assistant Secretary
555 California St.
San Francisco, CA 94104
Marlene A. Sharland, Assistant Secretary
555 California St.
San Francisco, CA 94104
Christine M. Sokitch, Assistant Secretary
555 California St.
San Francisco, CA 94104
Directors of the Depositor:
Stacey Almond
233 South 4th St.
Las Vegas, NV 89101
Susan R. Faulkner
100 N. Tryon Street
Charlotte, NC 28255
John E. Mack
100 N. Tryon Street
Charlotte, NC 28255
Robert Smeath (independent director)
6140 Plumas Street
Reno, NV 89509
Marty Neilson, 800 Fifth Avenue, Seattle, WA 98104,
previously a director of the Depositor, resigned in May
2000.
-----------------------------------------------------------
Ownership of all outstanding voting securities of the
depositor:
The Bank is the beneficial and record owner of all
the common stock of the Depositor. Reference is also
made to Item (25).
Ownership of securities of the trust:
As of May 31, 2000, one beneficial owner, Amadeo,
Inc., owned 99.999% of the outstanding beneficial
interests of Amadeo Trust.
Other companies of which each of the persons named
above is presently an officer, director or partner.
Robert J. Smeath is a retired CPA and works at
Kafoury, Armstrong & Co. on a contract basis. He is
on the Board of Directors at:
Luce & Son, Inc.
JV Investments, Inc.
Wolf Pack Endowment
Athletic Association - University of Nevada
Silver Management Co.
(b) Furnish a brief statement of the business experience
during the last five years of each officer, director or
partner of the depositor.
Stacey Almond, Assistant Vice President, Trade Street
Investments (1997-2000), officer, Corporate Investments
(1995-1997)
Edward J. Stark, Senior Vice President, Corporate
Secretary's Office of Bank of America (since 1993)
Deborah C. Lovelett, Vice President, Bank of America
Finance Group (for past five years)
Brent Andersen, Senior Vice President, Corporate Tax
Department, Bank of America (for past five years)
Gary S. Williams, Senior Vice President and Director of
Corporate Tax, Bank of America (for past five years)
Rick M. Wacula, Vice President and Assistant Secretary
(1997-current), Vice President, Community Development
(1994-1997)
Marlene A. Sharland, Vice President and Assistant
Secretary of Bank of America, N.A. (for past five years)
Christine M. Sokitch, Assistant Vice President and
Assistant Secretary, Bank of America (3/98-present),
Senior Paralegal, Bank of America (10/90-2/98)
Kristin M. Loucks, Vice President (1997-Present),
Associate (1995-1997), Structured Capital Markets, Banc of
America Securities LLC
Susan R. Faulkner, Senior Vice President, Finance, Bank of
America (for past five years)
John E. Mack, Senior Vice President, Corporate Treasury,
Bank of America (for past five years)
Marty Neilson, Executive Vice President of Dealer
Financial Services of Bank of America (past two years),
Executive Vice President of Financial Services of Seafirst
Bank (an affiliate of Bank of America) (previous three
years)
Robert Smeath has been working on a contract basis at
Kafoury, Armstrong & Co. (since April 1999); Partner at
the firm (previous five years)
29. Furnish as at latest practicable date the following information
with respect to each company which directly or indirectly owns,
controls or holds with power to vote 5% or more of the
outstanding voting securities of the depositor.
Reference is made to the information contained in Item (28)(a).
CONTROLLING PERSONS
30. Furnish as at latest practicable date the following information
with respect to any person, other than those covered by Items
28, 29 and 42, who directly or indirectly controls the
depositor.
Not applicable - no other control person.
COMPENSATION OF OFFICERS AND DIRECTORS OF DEPOSITOR
COMPENSATION OF OFFICERS OF DEPOSITOR
31. Furnish the following information with respect to the
remuneration for services paid by the depositor during the last
fiscal year covered by financial statements filed herewith:
(a) directly to each of the officers or partners of the depositor
directly receiving the three highest amounts of remuneration.
None
(b) directly to all officers or partners of the depositor as a
group exclusive of persons whose remuneration is included under
Item 31(a), stating separately the aggregate amount paid by the
depositor itself and the aggregate amount paid by all the
subsidiaries.
None
(c) indirectly or through subsidiaries to each of the officers or
partners of the depositor.'
None
Officers are compensated by the Bank and/or its subsidiaries (other
than Amadeo, Inc.).
COMPENSATION OF DIRECTORS
32. Furnish the following information with respect to the remuneration
for services, exclusive of remuneration reported under Item 31, paid
by the depositor during the last fiscal year covered by financial
statements filed herewith:
(a) The aggregate direct remuneration to directors; and
(b) Indirectly or through subsidiaries to directors.
In 1999, the Depositor indirectly paid $1,000 in aggregate
remuneration to directors.
COMPENSATION TO EMPLOYEES
33. (a) Furnish the following information with respect to the
aggregate amount of remuneration for services of all
employees of the depositor (exclusive of persons whose
remuneration is reported in Items 31 and 32) who received
remuneration in excess of $10,000 during the last fiscal
year covered by financial statements filed herewith from
the depositor and any of its subsidiaries.
None
(b) Furnish the following information with respect to the
remuneration for services paid directly during the last fiscal
year covered by financial statements filed herewith to the
following classes of persons (exclusive of those persons
covered by Item 33(a)): (1) Sales managers, branch managers,
district managers and other persons supervising the sale of
registrant's securities; (2) Salesmen, sales agents, canvassers
and other persons making solicitations but not in supervisory
capacity; (3) Administrative and clerical employees; and (4)
Others (Specify). If a person is employed in more than one
capacity, classify according to predominant type of work.
Not applicable. Reference is made to information provided in
response to Item (33)(c).
COMPENSATION TO OTHER PERSONS
34. Furnish the following information with respect to the aggregate
amount of compensation for services paid any person (exclusive
of persons whose remuneration is reported in Items 31, 32 and
33), whose aggregate compensation in connection with services
rendered with respect to the trust in all capacities exceeded
$10,000 during the last fiscal year covered by financial
statements filed herewith from the depositor and any of its
subsidiaries.
Not applicable.
IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
DISTRIBUTION OF SECURITIES
35. Furnish the names of the states in which sales of the trust's
securities (A) are currently being made, (B) are presently proposed
to be made, and (C) have been discontinued, indicating by
appropriate letter the status with respect to each state.
(A) No sales of the Trust's securities are currently being made nor
are sales of units presently proposed to be made.
36. If sales of the trust's securities have at any time since January 1,
1936, been suspended for more than a month, describe briefly the
reasons for such suspension.
Not applicable.
37. (a) Furnish the following information with respect to each instance
where, subsequent to January 1, 1937, any federal or state
governmental officer, agency, or regulatory body denied
authority to distribute securities of the trust, excluding a
denial which was merely a procedural step prior to any
determination by such officer, etc. and which denial was
subsequently rescinded.
(1) Name of officer, agency or body.
(2) Date of denial.
(3) Brief statement of reason given for denial.
Not applicable.
(b) Furnish the following information with regard to each instance
where subsequent to January 1, 1937, the authority to
distribute securities of the trust has been revoked by any
federal or state governmental officer, agency or regulatory
body.
(1) Name of officer, agency or body.
(2) Date of revocation.
(3) Brief statement of reason given for revocation.
Not applicable.
38. (a) Furnish a general description of the method of distribution of
securities of the trust.
Reference is made to Item (10)(d)(A) and Item (35).
(b) State the substance of any current selling agreement between
each principal underwriter and the trust or the depositor,
including a statement as to the inception and termination dates
of the agreement, any renewal and termination provisions, and
any assignment provisions.
Not applicable.
(c) State the substance of any current agreements or arrangements
of each principal underwriter with dealers, agents, salesman,
etc., with respect to commissions and overriding commissions,
territories, franchises, qualifications and revocations. If the
trust is the issuer of periodic payment plan certificates,
furnish schedules of commissions and the bases thereof. In lieu
of a statement concerning schedules of commissions, such
schedules of commissions may be filed as Exhibit A(3)(C).
Not applicable.
INFORMATION CONCERNING PRINCIPAL UNDERWRITER
39. (a) State the form of organization of each principal underwriter of
securities of the trust, the name of the state or other
sovereign power under the laws of which each underwriter was
organized and the date of organization.
Not applicable.
(b) State whether any principal underwriter currently distributing
securities of the trust is a member of the National Association
of Securities Dealers, Inc.
Not applicable.
40. (a) Furnish the following information with respect to all fees
received by each principal underwriter of the trust from the
sale of securities of the trust and any other functions in
connection therewith exercised by such underwriter in such
capacity or otherwise during the period covered by the
financial statements filed herewith.
Not applicable.
(b) Furnish the following information with respect to any fee or
any participation in fees received by each principal
underwriter from any underlying investment company or any
affiliated person or investment advisor of such company
(1) The nature of such fee or participation.
(2) The name of the person making payment.
(3) The nature of the services rendered in consideration for
such fee or participation.
(4) The aggregate amount received during the last fiscal year
covered by the financial statements filed herewith.
Not applicable.
41. (a) Describe the general character of the business engaged in by
each principal - underwriter, including a statement as to any
business other than the distribution of securities of the
trust. If a principal underwriter acts or has acted in any
capacity with respect to any investment company or companies
other than the trust, state the name or names of such company
or companies, their relationship, if any, to the trust and the
nature of such activities. If a principal underwriter has
ceased to act in such named capacity, state the date of and the
circumstances surrounding such cessation.
Not applicable.
(b) Furnish as at latest practicable date the address of each
branch office of each principal underwriter currently selling
securities of the trust and furnish the name and residence
address of the person in charge of such office.
Not applicable.
(c) Furnish the number of individual salesmen of each principal
underwriter through whom any of the securities of the trust
were distributed for the last fiscal year of the trust covered
by the financial statements filed herewith and furnish the
aggregate amount of compensation received by such salesmen in
such year. Not applicable.
42. Furnish as at latest practicable date the following information with
respect to each principal underwriter currently distributing
securities of the trust and with respect to each of the officers,
directors or partners of such underwriter.
Not applicable.
43. Furnish, for the last fiscal year covered by the financial
statements filed herewith, the amount of brokerage commissions
received by any principal underwriter who is a member of a national
securities exchange and who is currently distributing the securities
of the trust or effecting transactions for the trust in the
portfolio securities of the trust.
Not applicable.
OFFERING PRICES OF ACQUISITION VALUATION OF SECURITIES OF THE TRUST
44. (a) Furnish the following information with respect to the method of
valuation used by the trust for the purpose of determining the
offering price to the public of securities issued by the trust
or the evaluation of shares or interests in the underlying
securities acquired by the holder of a periodic payment plan
certificate.
(1) The source of quotations used to determine the value of
portfolio securities.
(2) Whether opening, closing, bid, asked or any other price is
used.
(3) Whether price is as of the day of sale or as of any other
time.
(4) A brief description of the methods used by registrant for
determining other assets and liabilities including accrual
for expenses and taxes (including taxes on unrealized
appreciation).
(5) Other items which registrant adds to the net asset value
in computing offering price of its securities.
(6) Whether adjustments are made for fractions:
(i) before adding distributor's compensation (load) and
(ii) after adding distributor's compensation (load).
Reference is made to the information provided in Item
(24)(A).
(b) Furnish a specimen schedule showing the components of the
offering price of the trust's securities as at the latest
practicable date.
Not applicable.
(c) If there is any variation in the offering price of the trust's
securities to any person or classes of persons other than
underwriters, state the nature and amount of such variation and
indicate the person or classes of persons to whom such offering
is made.
Not applicable.
45. Furnish the following information with respect to any suspension of
the redemption rights of the securities issued by the trust during
the three fiscal years covered by the financial statements filed
herewith:
(a) By whose action redemption rights were suspended.
(b) The number of days' notice given to security holders prior to
suspension of redemption rights.
(c) Reason for suspension.
(d) Period during which suspension was in effect
Not applicable.
REDEMPTION VALUATION OF SECURITIES OF THE TRUST
46. (a) Furnish the following information with respect to the method of
determining the redemption or withdrawal valuation of
securities issued by the trust:
(1) The source of quotations used to determine the value of
portfolio securities.
(2) Whether opening, closing, bid, asked or any other price is
used.
(3) Whether price is as of the date of sale or as of any other
time.
(4) A brief description of the methods used by registrant for
determining other assets and liabilities including
accruals for expenses and taxes (including taxes on
unrealized appreciation).
(5) Other items which registrant deducts from the net asset
value in computing redemption value of its securities.
(6) Whether adjustments are made for fractions.
Reference is made to the information provided in Item
(10)(d) and Item (24)(A).
(b) Furnish a specimen schedule showing the components
of the redemption price to the holders of the
trust's securities as at the latest practicable
date.
Reference is made to the information provided in
Item (10)(d) and Item (24)(A).
As of 12/31/99 Redemption Price
$791.30
PURCHASE AND SALE OF INTERESTS IN UNDERLYING SECURITIES FROM AND TO SECURITY
HOLDERS
47. Furnish a statement as to the procedure with respect to the
maintenance of a position in the underlying securities or interests
in the underlying securities, the extent and nature thereof and the
person who maintains such a position. Include a description of the
procedure with respect to the purchase of underlying securities or
interests in the underlying securities from security holders who
exercise redemption or withdrawal rights and the sale of such
underlying securities and interests in the underlying securities to
other security holders. State whether the method of valuation of
such underlying securities or interests in underlying securities
differs from that set forth in Items 44 and 46. If any item of
expenditure included in the determination of the evaluation is not
or may not be actually incurred or expended, explain the nature of
such item and who may benefit from the transaction.
Reference is made to information provided in answers to Item
(10)(d), Item (14) and Item (16) above.
V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Furnish the following information as to each trustee or custodian of
the trust:
(a) Name and principal business address.
(b) Form of organization.
(c) State or other sovereign power under the laws of which the
trustee or custodian was organized.
(d) Name of governmental supervising or examining authority.
The Trustee is the Bank , a national banking association with
its principal executive office located at 100 North Tryon St.,
Charlotte, NC 28255. The Trustee is subject to supervision by
the Office of the Comptroller of the Currency, the Federal
Deposit Insurance Corporation and the Board of Governors of the
Federal Reserve System.
U.S. Bank National Association is a national banking
association with its principal executive office located at 180
East Fifth Street, St. Paul, MN 55101. USBNA is subject to
supervision by the Office of the Comptroller of the Currency.
49. State the basis for payment of fees or expenses of the trustee or
custodian for services rendered with respect to the trust and its
securities, and the aggregate amount thereof for the last fiscal
year. Indicate the person paying such fees or expenses. If any fees
or expenses are prepaid, state the unearned amount.
Reference is made to the information provided in answer to Item
(13)(a)(D), above.
The Bank is responsible for paying USBNA's fees (currently
$6,000 annually).
50. State whether the trustee or custodian or any other person has or
may create a lien on the assets of the trust and, if so, give full
particulars, outlining the substance of the provisions of any
indenture or agreement with respect thereto.
Reference is made to information provided in answer to Item
(13)(a)(D) above.
VI. INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES
51. Furnish the following information with respect to insurance of
holders of securities:
(a) The name and address of the insurance company.
(b) The types of policies and whether individual or group policies.
(c) The types of risks insured and excluded.
(d) The coverage of the policies.
(e) The beneficiaries of such policies and the uses to which the
proceeds of the policies must be put.
(f) The terms and manner of cancellation and of reinstatement.
(g) The method of determining the amount of premium to be paid by
holders of securities.
(h) The amount of aggregate premiums paid to the insurance company
during the last fiscal year.
(i) Whether any person other than the insurance company receives
any part of such premiums, the name of each such person and the
amounts involved, and the nature of the services rendered
therefor.
(j) The substance of any other material provisions of any indenture
or agreement of the trust relating to insurance.
Not applicable.
VII. POLICY OF REGISTRANT
52. (a) Furnish the substance of the provisions of any indenture or
agreement with respect to the conditions upon which and the
method of selection by which particular portfolio securities
must or may be eliminated from assets of the trust or must or
may be replaced by other portfolio securities. If an investment
advisor or other person is to be employed in connection with
such selection, elimination or substitution, state the name of
such person, the nature of any affiliation to the depositor,
trustee or custodian and any principal underwriter, and the
amount of remuneration to be received for such services. If any
particular person is not designated in the indenture or
agreement, describe briefly the method of selection of such
person.
Reference is made to the information provided in answer to
Item (16) above.
(b) Furnish the following information with respect to each
transaction involving the elimination of any underlying
security during the period covered by the financial statements
filed herewith:
(1) Title of security.
(2) Date of elimination.
(3) Reasons for elimination.
(4) The use of the proceeds from the sale of the eliminated
security.
(5) Title of security substituted, if any.
(6) Whether depositor, principal underwriter, trustee or
custodian or any affiliated person of the foregoing were
involved in the transaction.
(7) Compensation or remuneration received by each such person
directly or indirectly as a result of the transaction.
Not applicable.
(c) Describe the policy of the trust with respect to the
substitution and elimination of the underlying securities of
the trust with respect to:
(1) The grounds for elimination and substitution.
(2) The type of securities which may be substituted for any
underlying security.
(3) Whether the acquisition of such substituted security or
securities would constitute the concentration of
investment in a particular industry or group of industries
or would conform to a policy of concentration of
investment in a particular industry or group of
industries.
(4) Whether such substituted securities may be the securities
of another investment company.
(5) The substance of the provisions of any indenture or
agreement which authorize or restrict the policy of the
registrant in this regard.
Reference is made to the information provided in answer to
Item (16) above.
(d) Furnish a description of any policy (exclusive of policies
covered by paragraphs (a) and (b) herein) of the trust which is
deemed a matter of fundamental policy and which is elected to
be treated as such.
Not applicable.
(e) Provide a brief statement disclosing whether the trust and its
principal underwriter have adopted codes of ethics under rule
17j-1 of the Act and whether these codes of ethics permit
personnel subject to the codes to invest in securities,
including securities that may be purchased or held by the
trust.
The Trust and its Depositor have adopted a Code of Ethics.
Personnel of the Depositor may purchase securities. However,
they may not purchase securities owned by the Trust. These
Codes of Ethics can be reviewed and copied at the Commission's
Public Reference Room in Washington, D.C. Information on the
operation of the Public Reference Room may be obtained by
calling the Commission at 1-202-942-8090. These Codes of Ethics
are available on the EDGAR Database on the Commission's
Internet site at http: // www.sec.gov. Copies of these Codes of
Ethics may be obtained, after paying a duplicating fee, by
electronic request at the following E-mail address:
[email protected], or by writing the Commission's Public
Reference Section, Washington, D.C. 20549-0102.
REGULATED INVESTMENT COMPANY
53. (a) State the taxable status of the trust.
(b) State whether the trust qualified for the last taxable year as
a RIC as defined in Section 851 of the Internal Revenue Code of
1954, and state its present intention with respect to such
qualifications during the current taxable year.
The Trust qualified as a RIC as defined in Section 851 of the
Internal Revenue Code of 1954 for the year ended December 31,
1999.
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. If the trust is not the issuer of periodic payment plan
certificates furnish the following information with respect to each
class or series of its securities:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
As at the end of each of registrant's past 10 fiscal years (December 31)
----------------------------------------------------------------------------------------------------------------------
Year Total number of shares Asset value per share Dividends paid per share
1999 (if other than cash,
explain)
<S> <C> <C> <C>
9,000,000 $791.30 $25.94
========= ======= ======
</TABLE>
(Items 55, 56, 57 and 58 are inapplicable since they
relate only to periodic payment plan certificates.)
59. Financial Statements
Financial Statements of the Trust (for the year ended December 31,
1999)
Report of Independent Accountants
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Notes to Financial Statements
Consent of Independent Accountants
See pages 54 to 62
Financial Statements of the Depositor
(for the year ended December 31, 1999)
Balance Sheet (unaudited)
See pages 63 to 64
<PAGE>
PricewaterhouseCoopers [LOGO]
------------------------------------------------------------------------------
|
| PricewaterhouseCoopers LLP
| Bank of America Corporate Center
| Suite 5400
| 100 N. Tryon Street
| Charlotte NC 28202
| Telephone (704) 344 7500
Report of Independent Accountants
To the Trustee and Unitholders
of Amadeo Trust
In our opinion, the accompanying statement of assets and liabilities and the
related statements of operations and of changes in net assets present fairly,
in all material respects, the financial position of Amadeo Trust (the "Fund")
at December 31, 1999, the results of its operations and changes in its net
assets for the period from inception (June 30, 1999) to December 31, 1999, in
conformity with accounting principles generally accepted in the United States.
These financial statements are the responsibility of the Fund's management;
our responsibility is to express an opinion on these financial statements
based on our audit. We conducted our audit of these financial statements in
accordance with auditing standards generally accepted in the United States,
which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audit, which included confirmation of securities at December 31, 1999 by
correspondence with the custodian, provides a reasonable basis for the opinion
expressed above.
/s/ PricewaterhouseCoopers LLP
March 28, 2000
Charlotte, North Carolina
<PAGE>
Amadeo Trust
Financial Statements
December 31, 1999
Table of Contents Page
------------------------------------------------------------------------------
Statement of Assets & Liabilities 1
Statement of Operations 2
Statement of Changes in Net Assets 3
Notes to Financial Statements 4 - 6
<PAGE>
<TABLE>
<CAPTION>
Amadeo Trust
Statement of Assets and Liabilities
December 31, 1999
(Dollars in Thousands)
Assets
Principal Investment in asset backed securities, at fair value (Note 1)
Amount
----------------
<S> <C> <C>
Bank of America Auto Owner Trust 1999-A:
$ 279,581 Class A-1 Note 5.31%, 7/18/2000 (cost of $279,609) $ 279,287
2,904,000 Class A-2 Note 5.85%, 11/19/2001 (cost of $2,908,182) 2,890,469
2,410,000 Class A-3 Note 6.41%, 4/18/2003 (cost of $2,419,250) 2,388,881
508,232 Class A-4 Note 6.54%, 11/18/2003 (cost of $511,485) 502,451
385,168 Class B Certificate 6.93%, 6/18/2007 (cost of $386,880) 380,169
---------------- ------------
6,486,981 Asset backed securities (cost of $6,505,406) 6,441,257
Bank of America Auto Owner Trust 1999-A residual certificate 13.85%(1),
6/18/2007(1) (cost of $299,078) 302,771
------------
Total investments (cost of $6,804,484) 6,744,028
------------
Receivables
Principal paydowns receivable 327,538
Interest receivable 50,082
------------
Total receivables 377,620
------------
Distributable principal and interest
Principal 65
Interest 13
------------
Total distributable principal and interest 78
------------
Total assets $7,121,726
Net Assets
Cost of trust assets $6,804,484
Net unrealized depreciation (60,456)
------------
Total investment assets 6,744,028
Distributable principal 327,603
Distributable interest 50,095
------------
Net assets $7,121,726
============
Net asset value per unit (9,000,000 units outstanding) $ 791.30
============
(1) The interest rate and maturity date shown reflect the estimated yield to
maturity and expected maturity.
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Amadeo Trust
Statement of Operations
For the Period From Inception (June 30, 1999) Through December 31, 1999
(Dollars in Thousands)
<S> <C>
Investment income
Interest income $ 280,111
-------------
Unrealized gain (loss) on investments (Note 1)
Change in unrealized appreciation (depreciation) of investments
Unrealized appreciation (depreciation) of asset backed securities
Beginning of period -
End of period (64,149)
Net change in unrealized depreciation of asset backed securities (64,149)
Unrealized appreciation (depreciation) of residual certificate
Beginning of period -
End of period 3,693
-------------
Net change in unrealized appreciation of residual certificate 3,693
-------------
Net change in unrealized depreciation of investments (60,456)
-------------
Net increase in net assets resulting from operations $ 219,655
=============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Amadeo Trust
Statement of Changes in Net Assets
For the Period From Inception (June 30, 1999) Through December 31, 1999
(Dollars in Thousands)
<S> <C>
Increase in net assets resulting from operations
Investment income $ 280,111
Net change in unrealized depreciation of investments (60,456)
---------------
Net increase in net assets resulting from operations 219,655
---------------
Distributions to unit holders (Note 2)
Net investment income (233,460)
Return of capital from principal paydowns (2,153,160)
---------------
Total distributions (2,386,620)
---------------
Net decrease in net assets (2,166,965)
Net assets
Beginning of period 9,288,691
---------------
End of period (including distributable principal and interest of $377,698) $ 7,121,726
===============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
Amadeo Trust
Notes to Financial Statements
1. Summary of Significant Accounting Policies
Amadeo Trust (the "Trust") was created under the laws of the State of New York
pursuant to a Trust Indenture and Agreement ("Indenture"), dated June 30,
1999, and is registered under the Investment Company Act of 1940. The
Indenture provides that in no event shall the Trust continue beyond the last
business day of 2007. Amadeo, Inc. ("Amadeo"), a wholly-owned subsidiary of
Bank of America, N.A., owns substantially all of the outstanding units of the
Trust. Bank of America, N.A., a national bank subsidiary of Bank of America
Corporation, is the trustee ("Trustee") of the Trust, and acts as custodian of
the securities held by the Trust.
On June 30, 1999, Amadeo deposited asset backed securities into the Trust.
Simultaneously with the deposit of the notes and certificates, the Trust
issued 9,000,000 units of beneficial interest to Amadeo. Amadeo subsequently
donated 125 units to charitable organizations.
Basis of Presentation. The Trust's financial statements have been prepared in
accordance with accounting principles generally accepted in the United States.
Preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires the Trustee to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of increases and decreases in net assets
from operations during the reported period. Actual results could differ from
those estimates.
Securities Valuation. Securities owned are stated at fair value, which is
determined by an independent pricing service approved by the Trustee.
Valuations are based on a matrix system provided by the pricing service that
gives consideration to such factors as yields, maturities, prepayment speeds,
default rates, and ratings on comparable securities. Fair value on the date of
deposit (June 30, 1999) represents the cost to the Trust based on the
independent pricing service valuation at that date. The difference between
cost and fair value is reported as unrealized appreciation (depreciation) of
investments.
The residual certificate owned is stated at fair value, based on a valuation
provided by an independent pricing service approved by the Trustee. The
valuation is based on the estimated cash flows available to the holder of the
residual certificate and gives consideration to the discount rate, prepayment
speeds, and credit loss estimates. Each of these factors can be significantly
affected by changes in the interest rate environment, the credit and
collateral quality of the underlying loans, and other economic factors.
Although management believes the fair value of the residual certificate is
reasonable given current market conditions, the assumptions used are estimates
and actual experience may vary from these estimates. Differences in the actual
prepayment speed and loss experience, and assumptions other than those applied
for valuation purposes could have a significant effect on the estimated fair
value of the residual certificate.
Securities Transactions and Investment Income. Securities transactions are
accounted for on a trade date basis. Realized gains and losses are computed
based on the specific identification method.
Interest income on the Class A Notes and Class B Certificates is earned and
recorded on the accrual basis. Premiums on the notes and certificates are
amortized using the effective interest method over the expected lives of the
respective securities.
Unitholder Transactions. Distributions to unitholders, which include net cash
collections of investment income and return of capital from paydowns received
on investments held, are distributed on the day of receipt by the trust
(approximately 18 days after month-end or the next succeeding business day).
Interest income on the residual certificate is computed on the basis of the
estimated effective yield to maturity based on estimated cash flows. Estimated
cash flows are periodically re-evaluated and adjustments are made to the
allocation of expected cash receipts between principal and interest.
Unitholder Transactions. Distributions to unitholders, which include net cash
collections of investment income and return of capital from paydowns received
on investments held, are distributed on the day of receipt by the trust
(approximately 18 days after month-end or the next succeeding business day).
Income Taxes. No provision for federal income taxes has been made in the
accompanying financial statements because the Trust will elect and intends to
continue to qualify for the tax treatment applicable to regulated investment
companies under Section 851 of the Internal Revenue Code. Under existing law,
if the Trust so qualifies, it will not be subject to federal income tax on net
investment income and capital gains distributed to unitholders. Distributions
to unitholders of the Trust's net investment income are taxable as ordinary
income to unitholders. Capital gains distributions are taxable as capital
gains to unitholders.
Expenses. The Trustee pays all expenses for the Trust.
2. Distributions of Income and Redemption of Units
The Indenture requires that the net investment income of the Trust and the
proceeds from the maturity of securities (to the extent that the proceeds are
not used to redeem units), be distributed to unitholders monthly.
Units are not registered under the Securities Act of 1933, as amended. No unit
purchases or sales occurred in 1999. Units are redeemed at a price based on
the unit's net asset value multiplied by the number of units tendered.
The Trust Agreement requires the Trust to redeem units tendered for
redemption, to the extent that such units are not purchased by Amadeo, at a
price based on current valuations obtained from one or more approved pricing
services.
The tax character of distributions paid during 1999 was as follows (000's):
Distributions paid from:
Ordinary income $ 233,460
Return of capital 2,153,160
----------
$2,386,620
==========
1. Original Cost to Unit Holders
The original cost to investors represents the aggregate initial offering price
as of the date of deposit exclusive of accrued interest. A reconciliation of
the original cost of units to investors to the net amount applicable to
investors at December 31, 1999 is as follows (000's):
Original cost to investors $9,288,691
Less:
Cost of principal paydown
since date of deposit (2,484,207)
Net unrealized depreciation (60,456)
Principal paydown receivable 327,538
Interest receivable 50,082
Distributable principal and interest 78
----------
$7,121,726
==========
<PAGE>
1. Financial Highlights (000's)
<TABLE>
<CAPTION>
For the period from
inception (June 30, 1999)
to December 31, 1999
-------------------------
<S> <C>
Per Unit Operating Performance:*
Net asset value, beginning of period $1,032.08
------------
Income from investment operations
Net investment income 31.12
Net unrealized loss on investments (6.72)
------------
Total from investment operations 24.40
------------
Less distributions
Net investment income (25.94)
Return of capital from principal paydowns (239.24)
------------
(265.18)
------------
Net asset value, end of period $ 791.30
============
Total return (annualized) 4.73%
Ratio of net investment income
to average net assets (annualized) 6.69%
</TABLE>
* Selected data for a unit outstanding throughout the period.
(1) Such ratio excludes the effect of dividend reinvestment. The Trust did
not provide for dividend reinvestment in 1999.
<PAGE>
PricewaterhouseCoopers [LOGO]
------------------------------------------------------------------------------
|
| PricewaterhouseCoopers LLP
| Bank of America Corporate Center
| Suite 5400
| 100 N. Tryon Street
| Charlotte NC 28202
| Telephone (704) 344 7500
Consent of Independent Accountants
We consent to the incorporation by reference in the Registration Statement on
Form N-8B-2 (File No. 811-09409) of our report dated March 28, 2000 on our
audit of the financial statements of Amadeo Trust as of December 31, 1999 and
for the period then ended, which is included in this Registration Statement of
Unit Investment Trust.
/s/ PricewaterhouseCoopers LLP
March 28, 2000
Charlotte, North Carolina
<PAGE>
Amadeo, Inc.
Financial Statements
December 31, 1999
Table of Contents Page
------------------------------------------------------------------------------
Balance Sheet 1
Income Statement* N/A
* No profit and loss activity for Amadeo, Inc. for the year
end December 31, 1999. Therefore, an income statement
is not included in this filing.
<PAGE>
Amadeo, Inc.
Balance Sheet
December 31, 1999
(Unaudited)
(Dollars in Thousands)
Assets
Investment in subsidiary $ 6,794,715
------------
Total assets $ 6,794,715
============
Stockholders' equity
Common stock, $10 par value, 100shares $ 10
Additional paid-in capital 6,794,705
------------
Total stockholders' equity $ 6,794,715
===========
<PAGE>
SIGNATURE PAGE
Pursuant to the requirements of the Investment Company Act of 1940, Amadeo,
Inc., the depositor of the registrant, has caused this registration statement
to be duly signed on behalf of the registrant in the City of Las Vegas, and
State of Nevada on the 29th day of June, 2000.
AMADEO TRUST
By: AMADEO, INC.
Depositor
By: /s/ Stacey Almond
----------------------------------
Stacey Almond
Title: President
(SEAL)
Attest:
By: /s/ Kristin M. Loucks
-------------------------
Name: Kristin M. Loucks
Title: Vice President
<PAGE>
EXHIBIT INDEX
A. (1) (a) Trust Indenture and Agreement for Amadeo Trust*
(b) Amendment No. 1 to Trust Indenture and Agreement
(2) Administrative Agreement between Nationsbank, N.A. and U.S. National
Bank*
(3) Not applicable.
(4) Service Agreement for Transfer Agent Services among NationsBank, N.A.
Amadeo, Inc. and ChaseMellon Shareholder Services, L.L.C.*
(5) Not applicable.
(6) (a) Certificate of Incorporation of Amadeo, Inc.*
(b) Bylaws of Amadeo, Inc.*
(7) Not applicable.
(8) Not applicable.
(9) Agreement between Amadeo, Inc. and Amadeo Trust*
(10) Not applicable.
(11) Codes of Ethics.
A. Not applicable.
C. Not applicable.
* Incorporated by reference to the corresponding Exhibits of the Registration
Statement filed with the SEC on August 13, 1999
<PAGE>
EXHIBIT (A)(1)(b)
AMENDMENT NO. 1 TO TRUST INDENTURE AND AGREEMENT
This Amendment No. 1, dated as of May 24, 2000 (the "Amendment")
among Amadeo, Inc., as depositor (the "Depositor"), Bank of America, National
Association (as successor to NationsBank, N.A.), as trustee (the "Trustee")
and Bank of America, National Association (as successor to NationsBank, N.A.)
in its individual capacity (the "Bank");
WHEREAS, the parties hereto have entered into a Trust Indenture and
Agreement effective June 30, 1999;
WHEREAS, the parties hereto desire to amend Section 3.12 of the Trust
Indenture and Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
PRELIMINARY STATEMENT
The Depositor wishes to amend the Trust Indenture and Agreement to
require all Replacement Securities and Reinvestment Securities to have a
maturity date on or prior to the Mandatory Termination Date.
Section 1. Amendment to Section 3.12. (a) Section 3.12(a)(1) of the
Trust Indenture and Agreement is hereby amended to read in its entirety as
follows:
"the Replacement Securities are substantially similar to the
Securities in the Trust and do not have a maturity date
after the Mandatory Termination Date;"
(b) Section 3.12(b)(1) of the Trust Indenture and Agreement is hereby
amended to read in its entirety as follows:
"the Reinvestment Securities are substantially similar to
the Securities in the Trust and do not have a maturity date
after the Mandatory Termination Date;"
Section 2. Effect of Amendment. The effective date of this Amendment
shall be the date hereof. Except as modified and expressly amended by this
Amendment, the Trust Indenture and Agreement is in all respects ratified and
confirmed, and all the terms, provisions and conditions thereof shall be and
remain in full force and effect. On and after the effective date hereof, all
references in the Trust Indenture and Agreement to "this Indenture", "hereto",
"hereof", "hereunder" or words of like import refer to the Trust Indenture and
Agreement as amended by this Amendment.
Section 3. Binding Effect. The provisions of this Amendment shall be
binding upon and inure to the benefit of the respective successors and assigns
of the parties hereto, and all such provisions shall inure to the benefit of
the Trustee and the related Unitholders.
Section 4. Governing Law. This Amendment shall be construed in
accordance with and governed by the laws of the State of New York, without
regard to the conflicts of laws principles thereof.
Section 5. Counterparts. This Amendment may be executed in any number
of counterparts, each of which when so executed shall be deemed to be an
original , but all of which together shall constitute but one and the same
instrument.
Section 6. Section Headings. The section headings herein are for
convenience of reference only, and shall not limit or otherwise affect the
meaning hereof.
* * *
IN WITNESS WHEREOF, the Depositor, the Trustee and the Bank have
caused their names to be signed hereto by their respective officers thereunto
duly authorized, all as of the day and year first above written.
AMADEO, INC., Depositor
By: /s/ Kristin M. Loucks
---------------------------
Name: Kristin M. Loucks
Title: Vice President
BANK OF AMERICA, NATIONAL ASSOCIATION,
(as successor to NationsBank, N.A.),
as Trustee
By: /s/ Al de Molina
----------------------
Name: Al de Molina
Title: Treasurer
BANK OF AMERICA, NATIONAL ASSOCIATION,
(as successor to NationsBank, N.A.),
in its individual capacity
By: /s/ Al de Molina
----------------------
Name: Al de Molina
Title: Treasurer
<PAGE>
EXHIBIT (A)(11)
AMADEO TRUST
AMADEO, INC.
---------------------
Standards and Procedures
Regarding
Conflicts of Interest
---------------------
Code of Ethics
And
Reporting Requirements
The Securities and Exchange Commission, in Investment Company Act Release No.
11421, adopted Rule 17j-1 "to provide guidance to investment companies as to
the minimum standards of conduct appropriate for persons who have access to
information regarding the purchase and sale of portfolio securities by
investment companies." The Rule requires registered investment companies,
their investment advisers and their principal underwriters to adopt codes of
ethics and reporting requirements to guard against violations of the standards
set forth in the Rule and the principles provided below and to establish
guidelines for the conduct of persons who (1) may obtain material non-public
information concerning securities held by or considered for purchase or sale
by any series of the Amadeo Trust ("Trust") or (2) may make any recommendation
or participate in the determination of which recommendation shall be made
concerning the purchase or sale of any securities by the Trust. Persons
subject to this Code are also subject to the Bank of America's Policies and
Procedures Designed to Prevent Insider Trading.
This Code of Ethics ("Code") consists of six sections -
1. Statement of General Principles; 2. Definitions; 3. Exempted
Transactions; 4. Prohibitions; 5. Reporting Requirements; and
6. Sanctions.
I. Statement of General Principles
The Code is based upon the principle that the officers, directors and
employees of the Trust or its depositor, Amadeo, Inc. ("Amadeo"), owe a
fiduciary duty to, among others, the unitholders of the Trust, to
conduct their personal securities transactions in a manner which does
not interfere with Trust, portfolio transactions or otherwise take
unfair advantage of their relationship to the Trust. In accordance with
this general principle, persons covered by the Code must: (1) place the
interests of unitholders of the Trust first; (2) execute personal
securities transactions in compliance with the Code; (3) avoid any
actual or potential conflict of interest and any abuse of their
positions of trust and responsibility; and (4) not take inappropriate
advantage of their positions. For example, a person who learns of a
corporate opportunity due to their position shall not take advantage of
and profit from such opportunity. It bears emphasis that technical
compliance with the Code's procedures will not automatically insulate
from scrutiny trades which show a pattern of abuse of the individual's
fiduciary duties to the Trust. In addition, a violation of the general
principles of the Code may constitute a punishable violation.
II. Definitions
As used herein:
(1) "Access Person" shall mean any director, officer or advisory
person of the Trust or of Amadeo, Inc.
A List of persons deemed to be Access Persons of the entities subject
to this Code is attached as an exhibit hereto.
For purposes of this section "advisory person" shall mean any employee
of the Trust or Amadeo who, in connection with his or her regular
functions or duties, makes, participates in, or obtains information,
regarding the purchase or sale of a security by the Trust or whose
functions relate to the making of any recommendations with respect to
such purchases or sales.
"Investment Personnel" and "Portfolio Managers" defined below are in
each case also "Access Persons."
(2) "Beneficial ownership" shall be interpreted in accordance with
the definition set forth in Rule 16a-1(a)(2) under the
Securities Exchange Act of 1934. Section 16a-1(a)(2) specifies
that a person will be deemed to be the "beneficial owner" of
securities that such individual, directly or indirectly, through
any contract, arrangement, understanding, relationship or
otherwise has or shares in the opportunity to profit or share in
any profit derived from a transaction in the subject security.
In addition, a person will be deemed to be the beneficial owner
of securities:
(a) held by members of such person's immediate family sharing
the same household;
(b) held by a general or limited partnership for which such
person is a general partner;
(c) held in a trust:
(i) of which such person is trustee and the trustee or
members of his or her immediate family have a
pecuniary interest in the trust;
(ii) in which such person has a vested beneficial interest
or shares in investment control with the trustee;
(iii) of which such person is settlor and which the settlor
has the power to revoke the trust without consent of
the beneficiaries; or
(iv) certain other trusts as set forth in Rule 16a-1(a)(2)
under the Securities Exchange Act of 1934.
A person will not be deemed to be the beneficial owner of securities
held in the portfolio of a registered investment company solely by
reason of his or her ownership of shares or units of such registered
investment company.
(3) "Control" shall have the same meaning as set forth in Section
2(a) (9) of the Investment Company Act of 1940.
(4) "Investment Personnel" shall mean any employee of Amadeo, Inc.
who acts as a Portfolio Manager or as an analyst or trader who
provides information or advice to the Portfolio Manager or who
helps execute the Portfolio Manager's decisions. A list of
persons deemed to be Investment Personnel of the entities
subject to this Code is attached as an exhibit hereto.
(5) "Portfolio Manager" shall mean any employee of Amadeo, Inc. who
is entrusted with the direct responsibility and authority to
make investment decisions affecting the Trust. A list of persons
deemed to be Portfolio Managers of the Trust is attached as an
exhibit. Portfolio Managers are also Investment Personnel and
Access Persons by definition.
(6) "Purchase or sale of a security" shall include any transaction
in which a beneficial interest in a security is acquired or
disposed of, including but not limited to the writing of an
option to purchase or sell a security or the cancellation of a
good-until-canceled order.
(7) "Security" shall mean any stock, bond, debenture, evidence of
indebtedness or in general any other instrument defined to be a
security in Section 2(a)(36) of the Investment Company Act of
1940 except that it shall not include securities issued by the
Government of the United States, short term debt securities
which are "government securities" within the meaning of Section
2(a)(16) of the Investment Company Act of 1940, bankers'
acceptances, bank certificates of deposit, commercial paper and
shares of registered open-end investment companies.
A security is "being considered for purchase or sale" when a
recommendation to purchase or sell a security has been made and
communicated and, with respect to the person making the recommendation,
when such person considers making such recommendation.
(8) "Eligible Security" shall mean securities which are current
holdings of the Trust or identified as eligible for purchase by
the Trust.
III. Exempted Transactions
The prohibitions of Section IV of this Code shall not apply to:
(1) Purchases or sales affecting any account over which the party
involved has no direct or indirect influence or control such as
accounts managed by independent managers who exercise investment
discretion;
(2) Purchases or sales which are non-volitional on the part of
either the party involved or the Trust;
(3) Purchases which are part of an automatic dividend reinvestment
plan.
(4) Purchases effected upon the exercise of rights issued by an
issuer pro rata to all holders of a class of its securities, to
the extent such rights were acquired from such issuer, and sales
of such rights so acquired.
The fiduciary principles set forth in Section 1 shall nevertheless
apply to the above described transactions.
IV. Prohibitions
(1) Transactions Requiring Pre-Clearance: Unless previously cleared
in the manner described in paragraph (8) below, no Access Person
shall purchase or sell the following securities for his or her
own account or for any account in which he or she has any
beneficial ownership:
(a) securities offered in an initial public offering or in
private placement; and
(b) Eligible Securities.
(2) No Trades When Trust Has Pending "Buy" or "Sell": No Portfolio
Manager shall execute a securities transaction on a day during
which the Trust that is managed or surveyed by the company he is
employed by has a pending "buy" or "sell" order in that same
security until that order is executed or withdrawn. No other
Access Person shall execute a securities transaction on a day
during which the Trust has a pending "buy" or "sell" order in
that same security until that order is executed or withdrawn if
that person knows, or reasonably should have known, an order is
pending. Trades made in violation of this prohibition shall be
unwound or, if that is impractical, any profits realized must be
disgorged to a charitable organization.
(3) No Trades Within 7 Days of Trust Trades: No Portfolio Manager of
the Trust shall purchase or sell any security within seven
calendar days before or after the Trust he surveys or manages
trades or considers to purchase or sell such security. Trades
made in violation of this prohibition should be unwound or, if
that is impractical, any profits realized must be disgorged to a
charitable organization.
(4) Pre-clearance:
(a) In General: An Access Person may request clearance of a
transaction otherwise prohibited by paragraph (1) above
prior to the placement of any order in connection therewith
by submitting a written or oral request for clearance to
the General Counsel of Bank of America or his designee.
Unless specifically exempted herein, no such transaction
may be effected without the prior clearance of the
transaction. Clearance may be reflected in a written or an
electronic report. Clearance shall be valid for three
business days.
(b) Initial Public Offerings/Private Placements: Requests from
Investment Personnel for approval to purchase securities
offered in an initial public offering ("IPO") or private
placement must be submitted in writing to Bank of America's
General Counsel or his designee prior to placing an order
to purchase the securities. Unless specifically exempted
herein, no such transaction may be effected without the
prior clearance of the transaction. Clearance may be
reflected in a written or an electronic report. Any
approval shall be valid for three business days.
Transactions may be approved only if the party clearing the
transaction takes into account, among other factors,
whether the investment opportunity should be reserved for
the Trust and whether the opportunity is being offered to
an individual by virtue of his or her position. In
addition, Investment Personnel who receive authorization to
purchase securities in a private placement have an
affirmative duty to disclose that position to the General
Counsel or his designee if he or she plays a role in the
Trust's subsequent investment decision regarding the same
issuer. Once such disclosure is made, the General Counsel
or his designee shall assemble a commission of investment
personnel with no personal interest in the issuer involved
to independently review the Trust's investment decision.
V. Reporting Requirement
(1) Every Access Person shall report to the Legal Department of Bank
of America details of each transaction by reason of which he or
she acquires any direct or indirect beneficial ownership of any
security (as defined in Section II herein). Notwithstanding the
foregoing, an Access Person need not make a report pursuant
hereto where such report would duplicate information recorded
pursuant to Rules 204-2(a)(12) or 204-2(a)(13) under the
Investment Advisers Act of 1940. In addition to the reporting
requirement expressed above, Access Persons (other than
directors who are not "interested persons") shall authorize the
Legal Department to direct their broker or brokers to supply to
the Legal Department, on a timely basis, duplicate copies of
confirmations of all securities transactions and copies of
periodic statements for all securities accounts involving
securities in which such Access Person acquires or disposes of
direct or indirect beneficial ownership. Such duplicate
confirmations and periodic statements received during the
prescribed period shall satisfy the reporting requirements set
forth in this paragraph. Notwithstanding the provisions of this
paragraph, a report shall not be required for purchases and
sales in any account over which the party involved does not have
direct or indirect influence or control such as a "wrap" account
managed by an independent manager.
(2) Every report required to be made pursuant to paragraphs 1 and 2
of this Section (other than duplicate copies of confirmations
and periodic statements) shall be made not later than 10 days
after the end of the calendar quarter in which the transaction
to which the report relates was effected, and shall contain the
following information:
(a) the date of the transaction, the title and the number of
shares, or principal amount of each security involved;
(b) the nature of the transaction (i.e., purchase, sale or any
other type of acquisition or disposition);
(c) the price at which the transaction was effected; and
(d) the name of the broker, dealer or bank with or through whom
the transaction was effected.
Any such report may contain a statement that the report shall not be
construed as an admission by the person making such report that he or
she has or disposed of any direct or indirect beneficial ownership in
the security to which the report relates.
(3) The reporting requirements established pursuant to paragraphs 1
and 2 of this Section (other than duplicate copies of
confirmations and periodic statements) shall apply only to
transactions by an Access Person in securities in which such
Access Person has, or by reason of such transaction acquires or
disposes of, any direct or indirect beneficial ownership in the
security.
(4) Investment Personnel shall disclose to the General Counsel of
Bank of America all personal securities holdings within 10 days
of commencement of employment as an investment person and shall
continue to disclose such holdings on an annual basis.
VI. Sanctions
Upon discovery of a violation of this Code, including either violations
of the enumerated provisions or the general principles provided, the
Trust or Amadeo may impose such sanctions as it deems appropriate. All
material violations of this Code and any sanctions imposed with respect
thereto shall be reported periodically to the President of Amadeo.
