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DEFINED ASSET FUNDS--REGISTERED TRADEMARK--
----------------------------------------------------
EQUITY INVESTOR FUND
EUROPEAN GROWTH PORTFOLIO
2000 SERIES A
(A UNIT INVESTMENT TRUST)
- CAPITAL APPRECIATION
- DIVERSIFIED PORTFOLIO
SPONSORS: -----------------------------------------------------
MERRILL LYNCH, The Securities and Exchange Commission has not
PIERCE, FENNER & SMITH approved or disapproved these Securities or passed
INCORPORATED upon the adequacy of this prospectus. Any
DEAN WITTER REYNOLDS INC. representation to the contrary is a criminal offense.
PAINEWEBBER INCORPORATED Prospectus dated May 15, 2000.
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Defined Asset Funds-SM-
Defined Asset Funds-Registered Trademark- is America's oldest and largest family
of unit investment trusts, with over $160 billion sponsored over the last 28
years. Defined Asset Funds has been a leader in unit investment trust research
and product innovation. Our family of Funds helps investors work toward their
financial goals with a full range of quality investments, including municipal,
corporate and government bond portfolios, as well as domestic and international
equity portfolios.
Defined Asset Funds offer a number of advantages:
- A disciplined strategy of buying and holding with a long-term view is the
cornerstone of Defined Asset Funds.
- Fixed portfolio: Defined Funds follow a buy and hold investment strategy;
funds are not managed and portfolio changes are limited.
- Defined Portfolios: We choose the stocks and bonds in advance, so you know
what you're investing in.
- Professional research: Our dedicated research team seeks out stocks or bonds
appropriate for a particular fund's objectives.
- Ongoing supervision: We monitor each portfolio on an ongoing basis.
No matter what your investment goals, risk tolerance or time horizon, there's
probably a Defined Asset Fund that suits your investment style. Your financial
professional can help you select a Defined Asset Fund that works best for your
investment portfolio.
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CONTENTS
PAGE
--
Risk/Return Summary.................. 3
What You Can Expect From Your
Investment......................... 6
Income............................. 6
Records and Reports................ 6
The Risks You Face................... 6
Concentration Risk................. 6
Foreign Issuer Risk................ 7
Litigation Risks................... 8
Selling or Exchanging Units.......... 8
Sponsors' Secondary Market......... 8
Selling Units to the Trustee....... 8
Rollover/Exchange Option........... 9
How The Fund Works................... 9
Pricing............................ 9
Evaluations........................ 10
Income............................. 10
Expenses........................... 11
Portfolio Changes.................. 12
Portfolio Termination.............. 12
No Certificates.................... 12
Trust Indenture.................... 12
Legal Opinion...................... 13
Auditors........................... 13
Sponsors........................... 13
Trustee............................ 13
Underwriters' and Sponsors'
Profits.......................... 13
Public Distribution................ 14
Code of Ethics..................... 14
Year 2000 Issues................... 14
Advertising and Sales Literature..... 15
Taxes................................ 15
Supplemental Information............. 17
Financial Statements................. 18
Report of Independent Accountants.. 18
Statement of Condition............. 18
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2
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RISK/RETURN SUMMARY
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1. WHAT IS THE PORTFOLIO'S OBJECTIVE?
The Portfolio seeks capital appreciation
by investing in a fixed portfolio of 34
international common stocks chosen by the
Merrill Lynch Global Research and
Economics Group.
You can participate in the Portfolio by
purchasing units. Each unit represents an
equal share of the stocks in the
Portfolio and receives an equal share of
income and principal distributions, if
any.
2. WHAT IS THE PORTFOLIO'S INVESTMENT
STRATEGY?
- The Portfolio contains 34 common stocks
from 11 different countries, selected for
capital appreciation.
- The securities were selected by analysts
from the Merrill Lynch Global Research
and Economics group, one of the
top-ranked equity research teams, as
European industry/sector leaders:
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-- with EPS growth rate of 12% or higher;
-- with large market capitalization and
liquidity;
-- with strong potential for capital
appreciation; and
-- that are well established with well
known brand names/company reputations.
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- This Series permits investors to buy and
hold the Portfolio for approximately one
year. If a Merrill Lynch Analyst has a
Long Term QRQ rating of 3 or worse the
stock will be reviewed by Defined Asset
Funds and a determination on whether to
sell or hold will be made.
- Each European Growth Portfolio is
designed to be part of a longer term
strategy.
- We believe that more consistent results
are likely if the Strategy is followed
for at least three to five years but you
are not required to stay with the
Strategy or to roll over your investment.
You can sell your units any time.
- The stocks will be held in the Portfolio
for about one year. At the end of the
year, we will liquidate the Portfolio and
apply a similar Strategy to select a new
portfolio, if available.
- We believe that trade liberalization and
lessening of border restrictions are
likely to
encourage European economic growth. Low
inflation, corporate restructurings,
available
capacity and healthy growth indicate
potential for positive returns.
3. WHAT COUNTRIES AND INDUSTRIES ARE
REPRESENTED IN THE PORTFOLIO?
The Portfolio is diversified among 11
countries.
Based upon current market values, the
following countries are represented in
the Portfolio:
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<TABLE>
APPROXIMATE
PORTFOLIO
PERCENTAGE
- France 20%
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-
Netherlands 18
-
United Kingdom 14
-
Germany 9
-
Ireland 9
-
Switzerland 9
-
Denmark 6
-
Finland 6
-
Portugal 3
-
Spain 3
-
Sweden 3
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Based upon the principal business of each
issuer and current market values, the
following industries are represented in
the Portfolio:
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- Telecommunications/Equipment 23%
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-
Financial Services 15
-
Electronic Components/Semiconductors 14
-
Food/Beverage 9
-
Pharmaceuticals 9
-
Technology 9
-
Building Materials 6
-
Oil & Gas Producers 6
-
Commercial Services 3
-
Diversified Manufacturing Operations 3
-
Metal Processors & Fabrication 3
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4. WHAT ARE THE SIGNIFICANT RISKS?
YOU CAN LOSE MONEY BY INVESTING IN THE
PORTFOLIO. THIS CAN HAPPEN FOR VARIOUS
REASONS, INCLUDING:
- Stock prices can be volatile generally,
and international stock prices can be
extremely volatile.
- Share prices may decline during the life
of the Portfolio.
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3
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Defined Portfolio
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Equity Investor Fund
European Growth Portfolio 2000 Series A
Defined Asset Funds
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PRICE
PER SHARE COST
PERCENTAGE OF TO PORTFOLIO TO PORTFOLIO
LOCATION OF ISSUER NAME OF ISSUER PORTFOLIO(1) IN U.S. DOLLARS IN U.S. DOLLARS(2)
<S> <C> <C> <C> <C>
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DENMARK 1. Tele Danmark A/S 2.95% $ 70.6541 $ 11,869.89
2. Unidanmark A/S+ 2.99 75.7881 12,050.31
FINLAND 3. Nokia Corporation 2.82 54.1875 11,379.38
4. Sonera Corporation 2.86 50.0625 11,514.38
FRANCE 5. Alcatel S.A. 2.92 51.2500 11,787.50
6. Axa 2.92 143.5200 11,768.64
7. Lafarge S.A. 2.92 84.6400 11,764.96
8. Pechiney S.A. 2.95 46.9200 11,870.76
9. STMicroelectronics N.V. 2.90 64.8750 11,677.50
10. Total Fina Elf 2.97 155.3880 11,964.88
11. Vivendi 2.97 99.6360 11,956.32
GERMANY 12. Epcos A.G.* 2.94 124.6600 11,842.70
13. SAP A.G. 2.98 46.1250 11,992.50
14. Siemens A.G. 3.01 142.7840 12,136.64
IRELAND 15. Allied Irish Banks Plc 3.03 10.0648 12,228.73
16. CRH Plc 3.06 18.0780 12,329.20
17. Elan Corporation Plc* 2.88 40.0625 11,618.13
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(1) Based on Cost to Portfolio.
(2) Valuation by the Trustee made on the basis of closing sale prices at the
evaluation time on May 12, 2000, the business day prior to the initial date
of deposit. The value of the Securities on any subsequent business day will
vary.
* These stocks currently pay no dividends.
+ To be replaced by Nordic Baltic Holding if a merger between the two companies
takes place.
--------------------------------
The securities were acquired on May 12, 2000 and are represented entirely by
contracts to purchase the securities. Any Sponsor may have acted as underwriter,
manager or co-manager of a public offering of the securities in this Portfolio
during the last three years. Affiliates of a Sponsor may serve as specialists in
the securities in this Portfolio on one or more stock exchanges and may have a
long or short position in any of these securities or options on any of them, and
may be on the opposite side of public orders executed on the floor of an
exchange where the securities are listed. An officer, director or employee of
any of the Sponsors may be an officer or director of one or more of the issuers
of the securities in the Portfolio. A Sponsor may trade for its own account as
an odd-lot dealer, market maker, block positioner and/or arbitrageur in any of
the securities or in options on them. A Sponsor, its affiliates, directors,
elected officers and employee benefits programs may have either a long or short
position in any securities or in options on them.
----------------------------
PLEASE NOTE THAT IF THIS PROSPECTUS IS USED AS A PRELIMINARY
PROSPECTUS
FOR A FUTURE FUND IN THIS SERIES, THE PORTFOLIO WILL CONTAIN
DIFFERENT
STOCKS FROM THOSE DESCRIBED ABOVE.
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Defined Portfolio
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Equity Investor Fund
European Growth Portfolio 2000 Series A--Continued
Defined Asset Funds
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<CAPTION>
PRICE
PER SHARE COST
PERCENTAGE OF TO PORTFOLIO TO PORTFOLIO
LOCATION OF ISSUER NAME OF ISSUER PORTFOLIO(1) IN U.S. DOLLARS IN U.S. DOLLARS(2)
<S> <C> <C> <C> <C>
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NETHERLANDS 18. ASM Lithography Holding N.V.* 2.97% $ 35.1875 $ 11,963.75
19. Equant N.V.* 3.05 61.4375 12,287.50
20. KPN N.V. 2.97 99.7500 11,970.00
21. Philips Electronics N.V. 2.93 43.6875 11,795.63
22. Royal Dutch Petroleum Company 2.89 61.3750 11,661.25
23. Unilever N.V. 2.86 48.0625 11,535.00
PORTUGAL 24. Portugal Telecom S.A. 2.90 10.0000 11,700.00
SPAIN 25. Banco Santander Central Hispano 2.92 9.8125 11,775.00
S.A.
SWEDEN 26. Telefonaktiebolaget LM Ericsson 2.89 19.4375 11,662.50
A.B.
SWITZERLAND 27. Ares-Serono Group 3.18 3,206.1520 12,824.61
28. Mettler-Toledo International, 2.92 37.9375 11,760.63
Inc.*
29. Nestle S.A. 2.87 1,925.4658 11,552.80
UNITED KINGDOM 30. ARM Holdings Plc* 2.91 9.7863 11,743.50
31. Diageo Plc 2.89 9.0174 11,632.50
32. HSBC Holdings Plc 2.93 11.0285 11,800.47
33. SmithKline Beecham Plc 2.91 65.3125 11,756.25
34. Vodafone AirTouch Plc 2.94 4.2114 11,876.21
------ -------------
100.00% $ 403,050.02
====== =============
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(1) Based on Cost to Portfolio.
(2) Valuation by the Trustee made on the basis of closing sale prices at the
evaluation time on May 12, 2000, the business day prior to the initial date
of deposit. The value of the Securities on any subsequent business day will
vary.
* These stocks currently pay no dividends.
--------------------------------
The securities were acquired on May 12, 2000 and are represented entirely by
contracts to purchase the securities. Any Sponsor may have acted as underwriter,
manager or co-manager of a public offering of the securities in this Portfolio
during the last three years. Affiliates of a Sponsor may serve as specialists in
the securities in this Portfolio on one or more stock exchanges and may have a
long or short position in any of these securities or options on any of them, and
may be on the opposite side of public orders executed on the floor of an
exchange where the securities are listed. An officer, director or employee of
any of the Sponsors may be an officer or director of one or more of the issuers
of the securities in the Portfolio. A Sponsor may trade for its own account as
an odd-lot dealer, market maker, block positioner and/or arbitrageur in any of
the securities or in options on them. A Sponsor, its affiliates, directors,
elected officers and employee benefits programs may have either a long or short
position in any securities or in options on them.
----------------------------
PLEASE NOTE THAT IF THIS PROSPECTUS IS USED AS A PRELIMINARY
PROSPECTUS
FOR A FUTURE FUND IN THIS SERIES, THE PORTFOLIO WILL CONTAIN
DIFFERENT
STOCKS FROM THOSE DESCRIBED ABOVE.
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RISK/RETURN SUMMARY (CONTINUED)
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- Because the Portfolio is concentrated in
the international telecommunications
industry, adverse developments in this
industry may affect the value of your
units. See Concentration Risk.
- The Portfolio is concentrated in stocks
of foreign issuers. Investing in
securities of foreign issuers presents
risks that are different from investing
in domestic issues. See Foreign Issuer
Risk.
- Fluctuations in foreign exchange rates
may affect the U.S. dollar value of the
securities.
- The Portfolio may continue to purchase or
hold the stocks originally selected even
though their market value or analysts'
opinions may have changed.
- The Portfolio does not reflect any
investment recommendations of the
Sponsors, and any one or more of the
stocks in the Portfolio may, from time to
time, be subject to sell recommendations
from any of the Sponsors.
5. IS THIS PORTFOLIO APPROPRIATE FOR YOU?
Yes, if you want capital appreciation and
are willing to invest a portion of your
equity portfolio in international common
stocks. You will benefit from a
professionally selected and supervised
portfolio.
The Portfolio is NOT appropriate for you
if you are not comfortable with the
Portfolio or are unwilling to take the
increased risk involved with an
international equity investment. It is
not appropriate for you if you are
seeking preservation of capital or high
current income.
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6. WHAT ARE THE PORTFOLIO'S FEES AND
EXPENSES?
This table shows the costs and expenses
you may pay, directly or indirectly, when
you invest in the Portfolio.
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.088 % $0.87
Trustee's Fee
.071 % $0.70
Portfolio Supervision,
Bookkeeping and
Administrative Fees
<CAPTION>
ESTIMATED ANNUAL OPERATING EXPENSES
AS A %
OF AMOUNT
NET PER 1,000
ASSETS UNITS
------ ---------
<C> <S> <C> <C>
.250 % $2.48
Creation and
Development Fee
.106 % $1.05
Other Operating Expenses
------- -----
.515 % $5.10
TOTAL
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The Creation and Development Fee
(estimated at $.00248 per unit)
compensates the Sponsors for the
creation and development of the
Portfolio and is computed based on
the Portfolio's average daily net
asset value through the date of
collection. This fee historically had
been included in the sales fee.
ORGANIZATION COSTS per 1,000 units $1.48
(deducted from Portfolio assets at
the close of the initial offering
period)
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The Sponsors historically paid updating
expenses.
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INVESTOR FEES
2.50%
Maximum Sales Fee (Load) on new
purchases (as a percentage of
$1,000 invested)
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You will pay an up-front sales fee of
approximately 1.00% as well as a total
deferred sales fee of $15.00 ($1.50 per
1,000 units deducted from the Portfolio's
net asset value on September 1 and
September 15, 2000, and thereafter on the
first day of each month through May 1,
2001).
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EXAMPLE
This example may help you compare the
cost of investing in the Portfolio to the
cost of investing in other funds.
The example assumes that you invest
$10,000 in the Portfolio for the periods
indicated and sell all your units at the
end of those periods. The example also
assumes a 5% return on your investment
each year and that the Portfolio's
operating expenses stay the same.
Although your actual costs may be higher
or lower, based on these assumptions your
costs would be:
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1 Year 3 Years 5 Years 10 Years
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4
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$319 $775 $1,258 $2,588
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The aggregate fees and expenses will not
exceed the applicable NASD limit which is
6.25% of the initial public offering
price.
7. IS THE PORTFOLIO MANAGED?
Unlike a mutual fund, the Portfolio is
not managed and stocks are not sold
because of market changes. The Sponsor
monitors the Portfolio and may instruct
the Trustee to sell securities under
certain limited circumstances.
8. HOW DO I BUY UNITS?
You can buy units from any of the
Sponsors and other broker-dealers. Some
banks may offer units for sale through
special arrangements with the Sponsors,
although certain legal restrictions may
apply. Employees of the Sponsors and
Sponsor affiliates and non-employee
directors of the Sponsors may purchase
units at a reduced sales charge.
The minimum investment is $250.
UNIT PRICE PER 1,000 UNITS $999.90
(as of May 12, 2000)
Unit price is based on the net asset
value of the Portfolio plus the up-front
sales fee. An amount equal to any
principal cash, as well as net accrued
but undistributed interest on the unit,
is added to the Unit Price. Unit price
also includes the estimated organization
costs shown on page four, to which no
sales fee has been applied.
Domestic Portfolio stocks are valued by
the Trustee on the basis of their closing
prices at 4:00 p.m. Eastern time, and
foreign Portfolio stocks are valued at
the U.S. dollar exchange rate at 2:30
p.m. Eastern time, every business day.
Unit price changes every day with changes
in the prices of the stocks.
9. HOW DO I SELL UNITS?
You may sell your units at any time to
any Sponsor or the Trustee for the net
asset value determined at the close of
business on the date of sale, less any
remaining deferred sales fee and the
costs of liquidating securities to meet
the redemption.
10. HOW ARE DISTRIBUTIONS MADE AND TAXED?
The Portfolio will pay distributions of
any dividend income on the 25th day of
April, 2001 if you own units on the 10th
of that month. For tax purposes, you will
be considered to have received all the
dividends paid on your pro rata portion
of each security in the Portfolio when
those dividends are received by the
Portfolio regardless of whether you
reinvest your dividends in the Portfolio.
A portion of the dividend payments may be
used to pay expenses of the Portfolio.
Corporate investors generally will not be
entitled to the dividends-received
deduction. Foreign investors' shares of
dividends will generally be subject to
withholding taxes.
11. WHAT OTHER SERVICES ARE AVAILABLE?
REINVESTMENT
If a distribution is made during the
year, you may choose to reinvest it into
additional units of the Portfolio.
EXCHANGE PRIVILEGES
You may exchange units of this Portfolio
for units of certain other Defined Asset
Funds. You may also exchange into this
Portfolio from certain other funds. We
charge a reduced sales fee on designated
exchanges.
</TABLE>
5
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WHAT YOU CAN EXPECT FROM YOUR INVESTMENT
INCOME
The Portfolio will pay to you any income it has received once during its life.
There can be no assurance that any dividends will be declared or paid.
RECORDS AND REPORTS
You will receive:
- - a notice from the Trustee if new equity securities are deposited in exchange
or substitution for equity securities originally deposited;
- - a final report on Portfolio activity; and
- - annual tax information. THIS WILL ALSO BE SENT TO THE IRS. YOU MUST REPORT THE
AMOUNT OF INCOME RECEIVED DURING THE YEAR. PLEASE CONTACT YOUR TAX ADVISER IN
THIS REGARD.
You may request audited financial statements of the Portfolio from the Trustee.
You may inspect records of Portfolio transactions at the Trustee's office during
regular business hours.
THE RISKS YOU FACE
CONCENTRATION RISK
When stocks in a particular industry make up 25% or more of the Portfolio, it is
said to be "concentrated" in that industry, which makes the Portfolio less
diversified.
Here is what you should know about the Portfolio's concentration in
international telecommunications stocks:
These companies:
- provide local, long-distance, wireless, cable television and internet
services and information systems;
- manufacture telecommunications products; and
- operate voice, data and video telecommunications networks.
Payment on common stocks of companies in this industry generally depends upon:
- the amount and growth of customer demand;
- the level of rates they are allowed to charge; and
- the effects of inflation on the cost of providing services and the rate of
technological innovation.
The telecommunications industry is characterized by increasing competition in
all sectors and regulation by various regulatory authorities. To meet increasing
competition, companies may have to commit substantial capital, particularly in
the formulation of new products and services using new technology.
Telecommunications companies in both developed and emerging countries are
undergoing significant change due to varying and evolving levels of governmental
regulation or deregulation and other factors. As a result, competitive pressures
are intense and the securities of such companies may be subject to significant
price volatility.
In addition, all telecommunications companies in both developed and emerging
countries are subject to the additional risk that technological innovations will
make their products and services obsolete.
While the worldwide market for telecommunications equipment is expected to grow,
we cannot predict the overall effect on the Portfolio of factors such as:
- competing technologies;
6
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- increasing capital requirements;
- protectionist actions by foreign governments; and
- demand for new technologies.
The companies in the Portfolio may include former government owned
telecommunications systems that have been privatized in stages. We cannot
predict whether such privatization will continue in the future or what, if any,
effect this will have on the Portfolio.
FOREIGN ISSUER RISK
Investments in securities of foreign issuers involve risks that are different
from investments in securities of domestic issuers. They may include:
- political and economic developments;
- possibility of withholding taxes;
- exchange controls or other governmental restrictons on the payment of
dividends;
- conversion of local currency to U.S. dollars upon the sale of Portfolio
Securities;
- less publicly available information; and
- absence of uniform accounting, auditing and financial reporting standards,
practices and requirements.
AMERICAN DEPOSITARY SHARES AND RECEIPTS
American depositary shares and receipts are issued by an American bank or trust
company to evidence ownership of underlying common stock issued by a foreign
corporation and deposited in a depositary facility. The terms and conditions of
the depositary facility may result in less liquidity or lower market prices for
the ADRs than for the underlying shares. Certain of the Portfolio Securities
were purchased in ADR form in the United States.
LIQUIDITY
Sales of foreign securities in United States securities markets are ordinarily
subject to severe restrictions and will generally be made only in foreign
securities markets.
You should know that:
- securities may be traded in foreign countries where the securities markets
are not as developed or efficient and may not be as liquid as those in the
United States.
- a foreign market's liquidity might become impaired as a result of economic
or political turmoil, or if relations between the United States and such
foreign country deteriorate markedly; and
- the principal trading market for the Portfolio Securities, even if otherwise
listed, may be the over-the-counter market in which liquidity will depend on
whether dealers will make a market in the Portfolio Securities.
FOREIGN CURRENCY RISK
At the present time we do not believe that any of the Portfolio Securities is
subject to exchange control restrictions which would materially interfere with
payment to the Portfolio of amounts due on the Portfolio Securities. The
adoption of exchange control regulations or other legal restrictions could have
an adverse impact on the marketability of international securities in the
Portfolio and on the ability of the Portfolio to satisfy redemptions. There can
be no assurance that exchange control regulations might not be adopted in the
future that would adversely affect payments to the Portfolio.
7
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LITIGATION RISKS
We do not know of any pending litigation that might have a material adverse
effect upon the Portfolio.
SELLING OR EXCHANGING UNITS
You can sell your units at any time for a price based on their net asset value.
Your net asset value is calculated each business day by:
- ADDING the value of the Portfolio Securities, cash and any other Portfolio
assets;
- SUBTRACTING accrued but unpaid Portfolio expenses, unreimbursed Trustee
advances, cash held to buy back units or for distribution to investors, and
any other Portfolio liabilities; and
- DIVIDING the result by the number of outstanding units.
Your net asset value when you sell may be more or less than your cost because of
sales fees, market movements and changes in the Portfolio.
As of the close of the initial offering period, the price you receive will be
reduced to pay the Portfolio's estimated organization costs.
If you sell your units before the final deferred sales fee installment, the
amount of any remaining payments will be deducted from your proceeds.
SPONSORS' SECONDARY MARKET
While we are not obligated to do so, we will buy back units at net asset value
less any remaining deferred sales fee and the cost of liquidating securities to
meet the redemption. We may resell the units to other buyers or to the Trustee.
We have maintained a secondary market continuously for more than 28 years, but
we could discontinue it without prior notice for any business reason.
SELLING UNITS TO THE TRUSTEE
Regardless of whether we maintain a secondary market, you can sell your units to
the Trustee at any time by contacting your broker, dealer or financial
institution that holds your units in street name. Sometimes, additional
documents are needed such as a trust document, certificate of corporate
authority, certificate of death or appointment as executor, administrator or
guardian.
Within seven days after your request and the necessary documents are received,
the Trustee will mail a check to you. Contact the Trustee for additional
information.
As long as we are maintaining a secondary market, the Trustee will sell your
units to us at a price based on net asset value. If there is no secondary
market, the Trustee will sell your units in the over-the-counter market if it
believes it can obtain a higher price. In that case, you will receive the net
proceeds of the sale.
If the Portfolio does not have cash available to pay you for the units you are
selling, the agent for the Sponsors will select securities to be sold. These
sales could be made at times when the securities would not otherwise be sold and
may result in your receiving less than you paid for your unit and also reduce
the size and diversity of the Portfolio.
If you sell units with a value of at least $1,500,000, you may choose to receive
your distribution "in kind." If you so choose, you will receive securities and
cash with a total
8
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value equal to the price of your units. The Trustee will try to distribute
securities in the portfolio pro rata, but it reserves the right to distribute
only one or a few securities. The Trustee will act as your agent in an in-kind
distribution and will either hold the securities for your account or transfer
them as you instruct. You must pay any transaction costs as well as transfer and
ongoing custodial fees on sales of securities distributed in-kind.
There could be a delay in paying you for your units:
- if the New York Stock Exchange is closed (other than customary weekend and
holiday closings);
- if the SEC determines that trading on the New York Stock Exchange is
restricted or that an emergency exists making sale or evaluation of the
securities not reasonably practicable; and
- for any other period permitted by SEC order.
ROLLOVER/EXCHANGE OPTION
When this Portfolio is about to terminate, you may have the option to roll your
proceeds into the next European Growth Portfolio if one is available.
If you hold your Units with one of the Sponsors and notify your financial
adviser by June 21, 2001, your units will be redeemed and certain distributed
securities plus the proceeds from the sale of the remaining distributed
securities will be reinvested in units of a new European Growth Portfolio. If
you decide not to roll over your proceeds, you will receive a cash distribution
(or, if you so choose, an in-kind distribution) after the Portfolio terminates.
The Portfolio will terminate by July 24, 2001. However, the Sponsors may extend
the termination date for a period no longer than 30 days without notice to unit
holders. You may, by written notice to the Trustee at least ten business days
prior to termination, elect to receive an in-kind distribution of your pro rata
share of the securities remaining in the Portfolio at that time (net of your
share of expenses). Of course, you can sell your Units at any time prior to
termination.
If you continue to hold your units, you may exchange units of this Portfolio for
units of certain other Defined Asset Funds at a reduced sales fee if your
investment goals change. In addition, you may exchange into this Portfolio from
certain other Defined Asset Funds. To exchange units, you should talk to your
financial professional about what Portfolios are exchangeable, suitable and
currently available.
We may amend or terminate the options to exchange your units or roll your
proceeds at any time without notice.
HOW THE FUND WORKS
PRICING
Units are charged a combination of initial and deferred sales fees.
In addition, during the initial offering period, a portion of the price of a
unit also consists of securities to pay all or some of the costs of organizing
the Portfolio including:
- cost of initial preparation of legal documents;
- federal and state registration fees;
- initial fees and expenses of the Trustee;
- initial audit; and
9
<PAGE>
- legal expenses and other out-of-pocket expenses.
The estimated organization costs will be deducted from the assets of the
Portfolio as of the close of the initial offering period.
The deferred sales fee is generally a monthly charge of $1.50 per 1,000 units
($15.00 annually) and is accrued in ten installments. Units redeemed or
repurchased prior to the accrual of the final deferred sales fee installment
will have the amount of any remaining installments deducted from the redemption
or repurchase proceeds or deducted in calculating an in-kind distribution,
however, this deduction will be waived in the event of the death or disability
(as defined in the Internal Revenue Code of 1986) of an investor. The initial
sales fee is equal to the aggregate sales fee less the aggregate amount of any
remaining installments of the deferred sales fee.
It is anticipated that securities will not be sold to pay the deferred sales fee
until after the date of the last installment. Investors will be at risk for
market price fluctuations in the securities from the several installment accrual
dates to the dates of actual sale of securities to satisfy this liability.
EVALUATIONS
The Trustee values the securities on each business day (i.e., any day other than
Saturdays, Sundays and the following holidays as observed by the New York Stock
Exchange: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas).
Business day also excludes various additional holidays in the relevant foreign
countries. If the securities are listed on a national securities exchange or the
Nasdaq National Market, evaluations are generally based on closing sales prices
on that exchange or that system or, if closing sales prices are not available,
at the mean between the closing bid and offer prices.
INCOME
- - The annual US dollar income per unit, after deducting estimated annual
Portfolio expenses per unit, will depend primarily upon the amount of
dividends declared and paid by the issuers of the securities, fluctuations in
US dollar exchange rates and changes in the expenses of the Portfolio and, to
a lesser degree, upon the level of purchases of additional securities and
sales of securities. There is no assurance that dividends on the securities
will continue at their current levels or be declared at all.
- - Each unit receives an equal share of distributions of dividend income net of
estimated expenses. Because dividends on the securities are not received at a
constant rate throughout the year, any distribution may be more or less than
the amount then credited to the income account. The Trustee credits dividends
received to an Income Account, which are converted into U.S. dollars at the
current exchange rate, and other receipts to a Capital Account after
conversion into U.S. dollars at the current exchange rate. The Trustee may
establish a reserve account by withdrawing from these accounts amounts it
considers appropriate to pay any material liability. These accounts do not
bear interest.
10
<PAGE>
EXPENSES
The Trustee is paid a fee monthly. It also benefits when it holds cash for the
Portfolio in non-interest bearing accounts. The Trustee may also receive
additional amounts:
- for extraordinary services and costs of indemnifying the Trustee and the
Sponsors;
- costs of actions taken to protect the Portfolio and other legal fees and
expenses;
- expenses for keeping the Portfolio's registration statement current; and
- Portfolio termination expenses and any governmental charges.
The Sponsors are currently reimbursed up to 70 CENTS per 1,000 units annually
for providing portfolio supervisory, bookkeeping and administrative services and
for any other expenses properly chargeable to the Portfolio. Legal, typesetting,
electronic filing and regulatory filing fees and expenses associated with
updating the Portfolio's registration statement yearly are also now chargeable
to the Portfolio. While this fee may exceed the amount of these costs and
expenses attributable to this Portfolio, the total of these fees for all Series
of Defined Asset Funds will not exceed the aggregate amount attributable to all
of these Series for any calendar year. Certain of these expenses were previously
paid for by the Sponsors.
The Sponsors will receive a Creation and Development Fee of .25% of the
Portfolio's average daily net asset value through the date of collection. This
fee, which has historically been included in the gross sales fee, compensates
the Sponsors for the creation and development of the Portfolio, including
determination of the Portfolio's objective and policies and portfolio
composition and size, selection of service providers and information services.
No portion of the Creation and Development Fee is applied to the payment of
distribution expenses or as compensation for sales efforts.
The Trustee's and Sponsors' fees may be adjusted for inflation without
investors' approval.
The maximum sales fee is 2.50%. If you hold units in certain eligible accounts
offered by the Sponsor, you will pay no sales fee. Employees and non-employee
directors of the Sponsors may be charged a reduced sales fee of no less than
$5.00 per 1,000 units. If your aggregate sales fee is less than the deferred
sales fee, you will be given additional units which will decrease the effective
maximum sales fee to the amount shown below.
The maximum sales fee is effectively reduced if you invest as follows:
<TABLE>
<CAPTION>
YOUR MAXIMUM SALES
IF YOU INVEST: FEE WILL BE:
-------------- ------------------
<S> <C>
Less than $50,000 2.50%
$50,000 to $99,999 2.25%
$100,000 to $249,999 1.75%
$250,000 to $999,999 1.50%
$1,000,000 or more 0.75%
</TABLE>
The deferred sales fees you owe are paid from the Capital Account. Although we
may collect the deferred sales charge monthly, to keep units more fully invested
we do not currently plan to pay the deferred sales charge until after the
rollover notification date.
The Sponsors will pay advertising and selling expenses at no charge to the
Portfolio. If Portfolio expenses exceed initial estimates, the Portfolio will
owe the excess.
11
<PAGE>
The Trustee has a lien on Portfolio assets to secure reimbursement of Portfolio
expenses and may sell securities if cash is not available.
PORTFOLIO CHANGES
If we maintain a secondary market in units but are unable to sell the units that
we buy in the secondary market, we will redeem units, which may affect the
composition of the portfolio.
We decide whether to offer for sale units that we acquire in the secondary
market after reviewing:
- diversity of the Portfolio;
- size of the Portfolio relative to its original size;
- ratio of Portfolio expenses to income; and
- cost of maintaining a current prospectus.
PORTFOLIO TERMINATION
When the Portfolio is about to terminate you will receive a notice, and you will
be unable to sell your units after that time. Unless you choose to receive an
in-kind distribution of securities, we will sell any remaining securities, and
you will receive your final distribution in cash.
You will pay your share of the expenses associated with termination, including
brokerage costs in selling securities. This may reduce the amount you receive as
your final distribution.
NO CERTIFICATES
All investors are required to hold their units in uncertificated form and in
"street name" by their broker, dealer or financial institution at the Depository
Trust Company.
TRUST INDENTURE
The Portfolio is a "unit investment trust" governed by a Trust Indenture, a
contract among the Sponsors and the Trustee, which sets forth their duties and
obligations and your rights. A copy of the Indenture is available to you on
request to the Trustee. The following summarizes certain provisions of the
Indenture.
The Sponsors and the Trustee may amend the Indenture without your consent:
- to cure ambiguities;
- to correct or supplement any defective or inconsistent provision;
- to make any amendment required by any governmental agency; or
- to make other changes determined not to be materially adverse to your best
interest (as determined by the Sponsors).
Investors holding 51% of the units may amend the Indenture. Every investor must
consent to any amendment that changes the 51% requirement. No amendment may
reduce your interest in the Portfolio without your written consent.
The Trustee may resign by notifying the Sponsors. The Sponsors may remove the
Trustee without your consent if:
- it fails to perform its duties;
- it becomes incapable of acting or bankrupt or its affairs are taken over by
public authorities; or
- the Sponsors determine that its replacement is in your best interest.
Investors holding 51% of the units may remove the Trustee. The Trustee may
resign or be removed by the Sponsors without the
12
<PAGE>
consent of investors. The resignation or removal of the Trustee becomes
effective when a successor accepts appointment. The Sponsors will try to appoint
a successor promptly; however, if no successor has accepted within 30 days after
notice of resignation, the resigning Trustee may petition a court to appoint a
successor.
Any Sponsor may resign as long as one Sponsor with a net worth of $2 million
remains and agrees to the resignation. The remaining Sponsors and the Trustee
may appoint a replacement. If there is only one Sponsor and it fails to perform
its duties or becomes bankrupt the Trustee may:
- remove it and appoint a replacement Sponsor;
- liquidate the Portfolio; or
- continue to act as Trustee without a Sponsor.
The Trust Indenture contains customary provisions limiting the liability of the
Trustee and the Sponsors.
LEGAL OPINION
Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017, as
special counsel for the Sponsor, has given an opinion that the units are validly
issued.
AUDITORS
Deloitte & Touche LLP, 2 World Financial Center, New York, New York 10281,
independent accountants, audited the Statement of Condition included in this
prospectus.
SPONSORS
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (a wholly-owned subsidiary of
Merrill Lynch & Co., Inc.)
P.O. Box 9051,
Princeton, NJ 08543-9051
DEAN WITTER REYNOLDS INC. (a principal operating subsidiary of Morgan Stanley
Dean Witter & Co.)
Two World Trade Center--59th Floor,
New York, NY 10048
PAINEWEBBER INCORPORATED (a wholly-owned subsidiary of PaineWebber Group Inc.)
1285 Avenue of the Americas,
New York, NY 10019
Each Sponsor is a Delaware corporation and it, or its predecessor, has acted as
sponsor to many unit investment trusts. As a registered broker-dealer each
Sponsor buys and sells securities (including investment company shares) for
others (including investment companies) and participates as an underwriter in
various selling groups.
TRUSTEE
The Chase Manhattan Bank, Unit Trust Department, 4 New York Plaza--6th Floor,
New York, New York 10004, is the Trustee. It is supervised by the Federal
Deposit Insurance Corporation, the Board of Governors of the Federal Reserve
System and New York State banking authorities.
UNDERWRITERS' AND SPONSORS' PROFITS
Underwriters receive sales charges when they sell units. Any cash made available
by you to the Sponsors before the settlement date for those units may be used in
the Sponsors' businesses to the extent permitted by federal law and may benefit
the Sponsors.
A Sponsor or Underwriter may realize profits or sustain losses on stocks in the
Portfolio which were acquired from
13
<PAGE>
underwriting syndicates of which it was a member.
The Sponsors will receive a Creation and Development Fee of .25% of the
Portfolio's average daily net asset value through the date of collection. This
fee, which has historically been included in the gross sales fee, compensates
the Sponsors for the creation and development of the Portfolio, including
determination of the Portfolio's objective and policies and portfolio
composition and size, selection of service providers and information services.
No portion of the Creation and Development Fee is applied to the payment of
distribution expenses or as compensation for sales efforts.
During the initial offering period, the Sponsors may realize profits or sustain
losses on units they hold due to fluctuations in the price per unit. The
Sponsors experienced a profit of $77.28 on the initial deposit of the
Securities. Any profit or loss to the Portfolio will be effected by the receipt
of applicable sales fees and a gain or loss on subsequent deposits of
securities. In maintaining a secondary market, the Sponsors will also realize
profits or sustain losses in the amount of any difference between the prices at
which they buy units and the prices at which they resell or redeem them.
PUBLIC DISTRIBUTION
During the initial offering period, units will be distributed to the public by
the Sponsors and dealers who are members of the National Association of
Securities Dealers, Inc. Dealers will be entitled to the concession stated below
on Units sold or redeemed.
<TABLE>
<CAPTION>
DEALER CONCESSION
AS
A % OF PUBLIC
AMOUNT PURCHASED OFFERING PRICE
---------------- -----------------
<S> <C> <C>
Less than $50,000 2.00%
$50,000 to $99,999 1.80%
$100,000 to
$249,999 1.45%
$250,000 to
$999,999 1.25%
$1,000,000 and over 0.50%
</TABLE>
The Sponsors do not intend to qualify units for sale in any foreign countries.
This prospectus does not constitute an offer to sell units in any country where
units cannot lawfully be sold.
CODE OF ETHICS
The agent for the Sponsors and the Portfolio have each adopted a code of ethics
requiring reporting of personal securities transactions by its employees with
access to information on Portfolio transactions. Subject to certain conditions,
the codes permit employees to invest in Portfolio securities for their own
accounts. The codes are designed to prevent fraud, deception and misconduct
against the Portfolio and to provide reasonable standards of conduct. These
codes are on file with the Commission and you may obtain a copy by contacting
the Commission at the address listed on the back cover of this prospectus.
YEAR 2000 ISSUES
Many computer systems were designed in such a way that they may be unable to
distinguish between the year 2000 and the year 1900 (commonly known as the "Year
2000 Problem"). To date, we are not aware of any major operational difficulties
resulting from the computer system changes necessary to prepare for the Year
2000. However, there can be no assurance that the Year 2000 Problem will not
adversely affect the issuers of the securities contained in the Portfolio. We
cannot predict whether any
14
<PAGE>
impact will be material to the Portfolio as a whole.
ADVERTISING AND SALES LITERATURE
Advertising and sales literature may include brief descriptions of the principal
businesses of the companies represented in the Portfolio.
Sales material may discuss developing a long-term financial plan, working with
your financial professional; the nature and risks of various investment
strategies and Defined Asset Funds that could help you toward your financial
goals and the importance of discipline; how securities are selected for these
funds, how the funds are created and operated, features such as convenience and
costs, and options available for certain types of funds including automatic
reinvestment, rollover, exchanges and redemption. It may also summarize some
similarities and differences with mutual funds and discuss the philosophy of
spending time in the market rather than trying to time the market, including
probabilities of negative returns over various holding periods.
Sales literature and articles may state research opinions on the economies,
countries and industry sectors and include a list of funds generally appropriate
for pursuing those recommendations.
TAXES
The following summary describes some of the important U.S. income tax
consequences of holding units. It assumes that you are not a dealer, financial
institution, insurance company or other investor with special circumstances or
subject to special rules. You should consult your own tax adviser about your
particular circumstances.
In the opinion of our counsel, under existing U.S. law:
GENERAL TREATMENT OF THE FUND AND YOUR INVESTMENT
The Portfolio will not be taxed as a corporation for federal income tax
purposes, and you will be considered to own directly your share of each Security
in the Portfolio. You will be considered to receive your share of any dividends
paid when those dividends are received by the Portfolio. Income from dividends
will be taxed at ordinary income rates. If you are a corporate investor, you
generally will not be entitled to the dividends-received deduction. You should
consult your tax adviser in this regard.
FOREIGN TAXES
Dividends paid with respect to any foreign Securities in the Portfolio will
generally be subject to foreign withholding taxes. You will be considered to
receive the entire amount of your share of these dividends, including your share
of foreign taxes withheld. You may be eligible for a credit or a deduction for
your share of these taxes to reduce your U.S. tax liability, subject to various
requirements and limitations. You should consult your tax adviser in this
regard.
GAIN OR LOSS UPON DISPOSITION
You will generally recognize gain or loss when you dispose of your units for
cash (by sale or redemption), when you exchange your units for units of another
Defined Asset Fund or when the Trustee disposes of the Securities in the
Portfolio. You generally will not recognize gain or loss on an "in-kind"
distribution to you of your
15
<PAGE>
proportional share of the Portfolio Securities, whether it is in redemption of
your units or upon termination of the Portfolio. Your holding period for the
distributed Securities will include your holding period in your units.
If you do not hold your Portfolio in a currently non-taxable account (e.g., an
IRA account), you may elect to roll over your investment in the Portfolio. If
you so elect by June 21, 2001, you will recognize gain or loss only with respect
to your share of those Securities that are not rolled over into the new
portfolio. You will not recognize gain or loss with respect to your share of
those Securities that are rolled over, and your basis in those Securities will
remain the same as before the rollover.
If you do not elect the rollover option by the above notification date, but
later inform your financial professional that you want to invest in the next
European Growth Portfolio, you will recognize gain, if any, with respect to your
pro rata share of each security in this Portfolio. You will not be entitled to
claim a loss in respect of any security to the extent that the same security is
included in your pro rata share of the next European Growth Portfolio.
If your net long-term capital gains exceed your net short-term capital losses,
the excess may be subject to tax at a lower rate than ordinary income. Any
capital gain or loss from the Portfolio will be long-term if you are considered
to have held your investment that produces the gain or loss for more than one
year and short-term otherwise. Because the deductibility of capital losses is
subject to limitations, you may not be able to deduct all of your capital
losses. You should consult your tax adviser in this regard.
YOUR TAX BASIS IN THE SECURITIES
Your aggregate tax basis in units that you have purchased for cash will be equal
to the cost of the units, including the initial sales fee. Your aggregate tax
basis in units that you hold as a result of a rollover from an earlier portfolio
will equal your basis in Securities that were rolled over from the previous
portfolio plus the proceeds (other than proceeds that were paid to you) from the
sale of Securities from the portfolio which were not rolled over. You should not
increase your basis in your units by deferred sales charges or organizational
expenses or by any portion of the Creation and Development Fee. The tax
reporting form and annual statement you receive will be based on the net amounts
paid to you, from which these expenses will already have been deducted.
Your basis in Securities distributed to you will be the same as the portion of
your basis in your units that is attributable to the distributed Securities, and
your holding period for the distributed Securities will include your holding
period in your units.
EXPENSES
If you are an individual who itemizes deductions, you may deduct your share of
Portfolio expenses but only to the extent that your share of the expenses,
together with your other miscellaneous deductions, exceeds 2% of your adjusted
gross income. Your ability to deduct Portfolio expenses will be limited further
if your adjusted gross income exceeds a specified amount, currently, $128,950
($64,475 for a married person filing separately).
16
<PAGE>
STATE AND LOCAL TAXES
Under the income tax laws of the State and City of New York, the Portfolio will
not be taxed as a corporation, and the income of the Portfolio will be treated
as the income of the investors in the same manner as for federal income tax
purposes.
FOREIGN INVESTORS
If you are a foreign investor and you are not engaged in a U.S. trade or
business, you generally will not be subject to U. S. withholding tax on your
share of dividends received by the Portfolio. You may, however, be subject to
foreign withholding taxes on your share of dividends received by the Portfolio.
You should consult your tax adviser about the possible application of federal,
state and local, and foreign taxes.
RETIREMENT PLANS
You may wish to purchase units for an Individual Retirement Account ("IRAs") or
other retirement plan. Generally, capital gains and income received in each of
these plans are exempt from federal taxation. All distributions from these types
of plans are generally treated as ordinary income but may, in some cases, be
eligible for tax-deferred rollover treatment. You should consult your attorney
or tax adviser about the specific tax rules relating to these plans. These plans
are offered by brokerage firms, including the Sponsors of this Portfolio, and
other financial institutions. Fees and charges with respect to such plans may
vary.
SUPPLEMENTAL INFORMATION
You can receive at no cost supplemental information about the Portfolio by
calling the Trustee. The supplemental information includes more detailed risk
disclosure and general information about the structure and operation of the
Portfolio. The supplemental information is also available from the SEC.
17
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
The Sponsors, Trustee and Holders of Equity Investor Fund, European Growth
Portfolio 2000 Series A, Defined Asset Funds (the "Portfolio"):
We have audited the accompanying statement of condition and the related defined
portfolio included in the prospectus of the Portfolio as of May 15, 2000. This
financial statement is the responsibility of the Trustee. Our responsibility is
to express an opinion on this financial statement based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statement is free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statement. Our procedures included confirmation of an irrevocable letter of
credit deposited for the purchase of securities, as described in the statement
of condition, with the Trustee. An audit also includes assessing the accounting
principles used and significant estimates made by the Trustee, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statement referred to above presents fairly, in
all material respects, the financial position of the Portfolio as of May 15,
2000 in accordance with accounting principles generally accepted in the United
States of America.
DELOITTE & TOUCHE LLP
New York, NY
May 15, 2000
STATEMENT OF CONDITION AS OF MAY 15, 2000
TRUST PROPERTY
<TABLE>
<S> <C>
Investments--Contracts to purchase Securities(1)......... $ 403,050.02
--------------------
Total............................................ $ 403,050.02
====================
LIABILITY AND INTEREST OF HOLDERS
Reimbursement of Sponsors for organization
expenses(2)......................................... $ 602.54
--------------------
Subtotal 602.54
--------------------
Interest of Holders of 407,121 Units of fractional
undivided interest outstanding:(3)
Cost to investors(4)................................... $ 407,080.29
Gross underwriting commissions and organization
expenses(5)(2)....................................... (4,632.81)
--------------------
Subtotal 402,447.48
--------------------
Total............................................ $ 403,050.02
====================
</TABLE>
- ------------
(1) Aggregate cost to the Portfolio of the securities listed under
Defined Portfolio determined by the Trustee at 4:00 p.m., Eastern time on May
12, 2000. The contracts to purchase securities are collateralized by an
irrevocable letter of credit which has been issued by San Paolo Bank, New York
Branch, in the amount of $402,972.74 and deposited with the Trustee.
(2) A portion of the Unit Price consists of securities in an amount
sufficient to pay all or a portion of the costs incurred in establishing the
Portfolio. These costs have been estimated at $1.48 per 1,000 Units. A
distribution will be made as of the close of the initial offering period to an
account maintained by the Trustee from which the organization expense obligation
of the investors will be satisfied. If the actual organization costs exceed the
estimated aggregate amount shown above, the Sponsors will pay for the excess
amount.
(3) Because the value of securities at the evaluation time on the
Initial Date of Deposit may differ from the amounts shown in this statement of
condition, the number of Units offered on the Initial Date of Deposit will be
adjusted to maintain the $999.90 per 1,000 Units offering price only for that
day. The Unit Price on any subsequent business day will vary.
(4) Aggregate public offering price computed on the basis of the value
of the underlying securities at 4:00 p.m., Eastern time on May 12, 2000.
(5) Assumes the maximum initial sales charge per 1,000 units of 1.00% of
the Unit Price. A deferred sales charge of $1.50 per 1,000 Units is payable on
September 1 and 15, 2000 and thereafter on the 1st day of each month through May
1, 2001. Distributions will be made to an account maintained by the Trustee from
which the deferred sales charge obligation of the investors to the Sponsors will
be satisfied. If units are redeemed prior to May 1, 2001, the remaining portion
of the distribution applicable to such units will be transferred to such account
on the redemption date.
18
<PAGE>
DEFINED ASSET FUNDS-R-
<TABLE>
<S> <C>
HAVE QUESTIONS ? EQUITY INVESTOR FUND
Request the most EUROPEAN GROWTH PORTFOLIO
recent free Information 2000 SERIES A
Supplement that gives more (A Unit Investment Trust)
details about the Fund, ---------------------------------------
by calling: This Prospectus does not contain
The Chase Manhattan Bank complete information about the
1-800-323-1508 investment company filed with the
Securities and Exchange Commission in
Washington, D.C. under the:
- Securities Act of 1933 (file no.
333-89129) and
- Investment Company Act of 1940 (file
no. 811-3044).
TO OBTAIN COPIES AT PRESCRIBED RATES--
WRITE: Public Reference Section of the
Commission
450 Fifth Street, N.W., Washington,
D.C. 20549-6009
CALL: 1-800-SEC-0330.
VISIT: http://www.sec.gov.
---------------------------------------
No person is authorized to give any
information or representations about
this Fund not contained in this
Prospectus or the Information
Supplement, and you should not rely on
any other information.
---------------------------------------
When units of this Fund are no longer
available, this Prospectus may be used
as a preliminary prospectus for a
future series, but some of the
information in this Prospectus will be
changed for that series.
UNITS OF ANY FUTURE SERIES MAY NOT BE
SOLD NOR MAY OFFERS TO BUY BE ACCEPTED
UNTIL THAT SERIES HAS BECOME EFFECTIVE
WITH THE SECURITIES AND EXCHANGE
COMMISSION. NO UNITS CAN BE SOLD IN ANY
STATE WHERE A SALE WOULD BE ILLEGAL.
100406RR--5/00
</TABLE>
