Registration No. 333-31176
1940 Act No. 811-05903
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to Form S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES
OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2
A. Exact name of trust:
FT 415
B. Name of depositor:
NIKE SECURITIES L.P.
C. Complete address of depositor's principal executive offices:
1001 Warrenville Road
Lisle, Illinois 60532
D. Name and complete address of agents for service:
Copy to:
JAMES A. BOWEN ERIC F. FESS
c/o Nike Securities L.P. c/o Chapman and Cutler
1001 Warrenville Road 111 West Monroe Street
Lisle, Illinois 60532 Chicago, Illinois 60603
E. Title of Securities Being Registered:
An indefinite number of Units pursuant to Rule 24f-2
promulgated under the Investment Company Act of 1940, as
amended
F. Approximate date of proposed sale to public:
As soon as practicable after the effective date of the
Registration Statement.
|XXX|Check box if it is proposed that this filing will become
effective on March 3, 2000 at 2:00 p.m. pursuant to Rule 487.
________________________________
BANDWIDTH SELECT PORTFOLIO, SERIES 3
E-INFRASTRUCTURE SELECT PORTFOLIO, SERIES 2
GENOMICS & PROTEOMICS SELECT PORTFOLIO SERIES
GLOBAL TECHNOLOGY SELECT PORTFOLIO SERIES
SOFTWARE INNOVATIONS 2000 SELECT PORTFOLIO, SERIES 2
WORLD WIDE WIRELESS SELECT PORTFOLIO, SERIES 2
BANDWIDTH PORTFOLIO, SERIES 3
E-INFRASTRUCTURE PORTFOLIO, SERIES 2
GENOMICS & PROTEOMICS PORTFOLIO SERIES
GLOBAL TECHNOLOGY PORTFOLIO SERIES
SOFTWARE INNOVATIONS 2000 PORTFOLIO, SERIES 3
WORLD WIDE WIRELESS PORTFOLIO, SERIES 2
FT 415
FT 415 is a series of a unit investment trust, the FT Series. FT 415
consists of 12 separate portfolios listed above (each, a "Trust," and
collectively, the "Trusts"). Each Trust invests in a diversified
portfolio of common stocks ("Securities") issued by companies in the
industry sector or investment focus for which each Trust is named. The
objective of each Trust is to provide above-average capital
appreciation. Each Select Portfolio Series has an expected maturity of
approximately 18 months. Each Portfolio Series has an expected maturity
of approximately five years.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
First Trust (registered trademark)
1-800-621-9533
The date of this prospectus is March 3, 2000
Page 1
Table of Contents
Summary of Essential Information 3
Fee Table 7
Report of Independent Auditors 8
Statements of Net Assets 9
Schedules of Investments 13
The FT Series 26
Portfolios 27
Risk Factors 31
Public Offering 32
Distribution of Units 35
The Sponsor's Profits 36
The Secondary Market 36
How We Purchase Units 36
Expenses and Charges 36
Tax Status 37
Retirement Plans 39
Rights of Unit Holders 39
Income and Capital Distributions 40
Redeeming Your Units 40
Removing Securities from a Trust 41
Amending or Terminating the Indenture 42
Information on the Sponsor, Trustee and Evaluator 43
Other Information 44
Page 2
Summary of Essential Information
FT 415
At the Opening of Business on the
Initial Date of Deposit-March 3, 2000
Sponsor: Nike Securities L.P.
Trustee: The Chase Manhattan Bank
Evaluator: First Trust Advisors L.P.
<TABLE>
<CAPTION>
Bandwidth e-Infrastructure Genomics & Proteomics
Select Portfolio Select Portfolio Select Portfolio
Series 3 Series 2 Series
____________ ____________ _____________________
<S> <C> <C> <C>
Initial Number of Units (1) 14,887 14,982 14,978
Fractional Undivided Interest
in the Trust per Unit (1) 1/14,887 1/14,982 1/14,978
Public Offering Price:
Aggregate Offering Price Evaluation
of Securities per Unit (2) $ 9.900 $ 9.900 $ 9.900
Maximum Sales Charge of
3.25% of the Public Offering
Price per Unit (3.283% of the net amount invested,
exclusive of the deferred sales charge) (3) $ .325 $ .325 $ .325
Less Deferred Sales Charge per Unit $ (.225) $ (.225) $ (.225)
Public Offering Price per Unit (4) $ 10.000 $ 10.000 $ 10.000
Sponsor's Initial Repurchase Price per Unit (5) $ 9.675 $ 9.675 $ 9.675
Redemption Price per Unit
(based on aggregate underlying value
of Securities less deferred sales charge) (5) $ 9.675 $ 9.675 $ 9.675
Cash CUSIP Number 30265K 649 30265K 706 30265K 763
Reinvestment CUSIP Number 30265K 656 30265K 714 30265K 771
Wrap CUSIP Number 30265K 664 30265K 722 30265K 789
Security Code 58306 58312 58318
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
First Settlement Date March 8, 2000
Mandatory Termination Date (6) September 4, 2001
Income Distribution Record Date Fifteenth day of each June and December, commencing June 15, 2000.
Income Distribution Date (7) Last day of each June and December, commencing June 30, 2000.
_____________
<FN>
See "Notes to Summary of Essential Information" on page 6.
</FN>
</TABLE>
Page 3
Summary of Essential Information
FT 415
At the Opening of Business on the
Initial Date of Deposit-March 3, 2000
Sponsor: Nike Securities L.P.
Trustee: The Chase Manhattan Bank
Evaluator: First Trust Advisors L.P.
<TABLE>
<CAPTION>
Software
Global Technology Innovations 2000 World Wide Wireless
Select Portfolio Select Portfolio Select Portfolio
Series Series 2 Series 2
____________ ____________ ____________
<S> <C> <C> <C>
Initial Number of Units (1) 15,028 14,947 15,072
Fractional Undivided Interest
in the Trust per Unit (1) 1/15,028 1/14,947 1/15,072
Public Offering Price:
Aggregate Offering Price Evaluation
of Securities per Unit (2) $ 9.900 $ 9.900 $ 9.900
Maximum Sales Charge of
3.25% of the Public Offering
Price per Unit (3.283% of the net amount invested,
exclusive of the deferred sales charge) (3) $ .325 $ .325 $ .325
Less Deferred Sales Charge per Unit $ (.225) $ (.225) $ (.225)
Public Offering Price per Unit (4) $ 10.000 $ 10.000 $ 10.000
Sponsor's Initial Repurchase Price per Unit (5) $ 9.675 $ 9.675 $ 9.675
Redemption Price per Unit
(based on aggregate underlying value
of Securities less deferred sales charge) (5) $ 9.675 $ 9.675 $ 9.675
Cash CUSIP Number 30265K 821 30265L 142 30265L 209
Reinvestment CUSIP Number 30265K 839 30265L 159 30265L 217
Wrap CUSIP Number 30265K 847 30265L 167 30265L 225
Security Code 58324 58341 58333
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
First Settlement Date March 8, 2000
Mandatory Termination Date (6) September 4, 2001
Income Distribution Record Date Fifteenth day of each June and December, commencing June 15, 2000.
Income Distribution Date (7) Last day of each June and December, commencing June 30, 2000.
_____________
<FN>
See "Notes to Summary of Essential Information" on page 6.
</FN>
</TABLE>
Page 4
Summary of Essential Information
FT 415
At the Opening of Business on the
Initial Date of Deposit-March 3, 2000
Sponsor: Nike Securities L.P.
Trustee: The Chase Manhattan Bank
Evaluator: First Trust Advisors L.P.
<TABLE>
<CAPTION>
Bandwidth e-Infrastructure Genomics & Proteomics
Portfolio Portfolio Portfolio
Series 3 Series 2 Series
___________ ___________ _____________________
<S> <C> <C> <C>
Initial Number of Units (1) 14,887 14,982 14,978
Fractional Undivided Interest
in the Trust per Unit (1) 1/14,887 1/14,982 1/14,978
Public Offering Price:
Aggregate Offering Price Evaluation
of Securities per Unit (2) $ 9.900 $ 9.900 $ 9.900
Maximum Sales Charge of
4.50% of the Public Offering Price per Unit
(4.545% of the net amount invested,
exclusive of the deferred sales charge) (3) $ .450 $ .450 $ .450
Less Deferred Sales Charge per Unit $ (.350) $ (.350) $ (.350)
Public Offering Price per Unit (4) $ 10.000 $ 10.000 $ 10.000
Sponsor's Initial Repurchase Price per Unit (5) $ 9.550 $ 9.550 $ 9.550
Redemption Price per Unit
(based on aggregate underlying value
of Securities less deferred sales charge) (5) $ 9.550 $ 9.550 $ 9.550
Cash CUSIP Number 30265K 672 30265K 730 30265K 797
Reinvestment CUSIP Number 30265K 680 30265K 748 30265K 805
Wrap CUSIP Number 30265K 698 30265K 755 30265K 813
Security Code 58309 58315 58321
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
First Settlement Date March 8, 2000
Mandatory Termination Date (6) March 15, 2005
Income Distribution Record Date Fifteenth day of each June and December, commencing June 15, 2000.
Income Distribution Date (7) Last day of each June and December, commencing June 30, 2000.
_____________
<FN>
See "Notes to Summary of Essential Information" on page 6.
</FN>
</TABLE>
Page 5
Summary of Essential Information
FT 415
At the Opening of Business on the Initial Date of Deposit-March 3, 2000
Sponsor: Nike Securities L.P.
Trustee: The Chase Manhattan Bank
Evaluator: First Trust Advisors L.P.
<TABLE>
<CAPTION>
Software
Global Technology Innovations World Wide Wireless
Portfolio 2000 Portfolio Portfolio
Series Series 3 Series 2
___________ ___________ ___________________
<S> <C> <C> <C>
Initial Number of Units (1) 15,028 14,947 15,072
Fractional Undivided Interest
in the Trust per Unit (1) 1/15,028 1/14,947 1/15,072
Public Offering Price:
Aggregate Offering Price Evaluation
of Securities per Unit (2) $ 9.900 $ 9.900 $ 9.900
Maximum Sales Charge of
4.50% of the Public Offering Price per Unit
(4.545% of the net amount invested,
exclusive of the deferred sales charge) (3) $ .450 $ .450 $ .450
Less Deferred Sales Charge per Unit $ (.350) $ (.350) $ (.350)
Public Offering Price per Unit (4) $ 10.000 $ 10.000 $ 10.000
Sponsor's Initial Repurchase Price per Unit (5) $ 9.550 $ 9.550 $ 9.550
Redemption Price per Unit
(based on aggregate underlying value
of Securities less deferred sales charge) (5) $ 9.550 $ 9.550 $ 9.550
Cash CUSIP Number 30265K 854 30265L 175 30265L 233
Reinvestment CUSIP Number 30265K 862 30265L 183 30265L 241
Wrap CUSIP Number 30265K 870 30265L 191 30265L 258
Security Code 58327 58330 58336
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
First Settlement Date March 8, 2000
Mandatory Termination Date (6) March 15, 2005
Income Distribution Record Date Fifteenth day of each June and December, commencing June 15, 2000.
Income Distribution Date (7) Last day of each June and December, commencing June 30, 2000.
______________
<FN>
NOTES TO SUMMARY OF ESSENTIAL INFORMATION
(1) As of the close of business on the Initial Date of Deposit, we may
adjust the number of Units of a Trust so that the Public Offering Price
per Unit will equal approximately $10.00. If we make such an adjustment,
the fractional undivided interest per Unit will vary from the amounts
indicated above.
(2) Each listed Security is valued at its last closing sale price. If a
Security is not listed, or if no closing sale price exists, it is valued
at its closing ask price. Evaluations for purposes of determining the
purchase, sale or redemption price of Units are made as of the close of
trading on the New York Stock Exchange ("NYSE") (generally 4:00 p.m.
Eastern time) on each day on which it is open (the "Evaluation Time").
(3) The maximum sales charge consists of an initial sales charge and a
deferred sales charge. See "Fee Table" and "Public Offering."
(4) The Public Offering Price shown above reflects the value of the
Securities on the business day prior to the Initial Date of Deposit. No
investor will purchase Units at this price. The price you pay for your
Units will be based on their valuation at the Evaluation Time on the
date you purchase your Units. On the Initial Date of Deposit the Public
Offering Price per Unit will not include any accumulated dividends on
the Securities. After this date a pro rata share of any accumulated
dividends on the Securities will be included.
(5) Until the earlier of six months after the Initial Date of Deposit or
the end of the initial offering period, the Sponsor's Initial Repurchase
Price per Unit and the Redemption Price per Unit will include the
estimated organization costs per Unit set forth under "Fee Table." After
such date, the Sponsor's Repurchase Price and Redemption Price per Unit
will not include such estimated organization costs. See "Redeeming Your
Units."
(6) See "Amending or Terminating the Indenture."
(7) Distributions from the Capital Account will be made monthly on the
last day of the month to Unit holders of record on the fifteenth day of
such month if the amount available for distribution equals at least
$1.00 per 100 Units. In any case, we will distribute any funds in the
Capital Account in December of each year.
</FN>
</TABLE>
Page 6
Fee Table
This Fee Table describes the fees and expenses that you may, directly or
indirectly, pay if you buy and hold Units of a Trust. See "Public
Offering" and "Expenses and Charges." Although each Select Portfolio
Series has a term of approximately 18 months, and each Portfolio Series
has a term of approximately five years, and each is a unit investment
trust rather than a mutual fund, this information allows you to compare
fees.
<TABLE>
<CAPTION>
Select
Portfolio Series Portfolio Series
______________ ________________
Amount Amount
per Unit per Unit
______ ______
<S> <C> <C> <C> <C>
Unit Holder Transaction Expenses
(as a percentage of public offering price)
Maximum sales charge 3.25% $.325 4.50% $.450
======= ======= ======= =======
Initial sales charge (paid at time of purchase) 1.00%(a) $.100 1.00%(a) $.100
Deferred sales charge (paid in installments or at redemption) 2.25%(b) .225 3.50%(b) .350
Maximum sales charge imposed on reinvested dividends 2.25% $.225 3.50% $.350
Organization Costs
(as a percentage of public offering price)
Estimated organization costs .260%(c) $.0260 .225%(c) $.0225
======= ======= ======= =======
Estimated Annual Trust Operating Expenses
(as a percentage of average net assets)
Portfolio supervision, bookkeeping, administrative and evaluation fees .079% $.0080 .100% $.0098
Creation and development fee .250%(d) .0248 .250%(d) .0245
Trustee's fee and other operating expenses .116%(e) .0117 .152%(e) .0149
______ ______ ______ ______
Total .445% $.0445 .502% $.0492
======= ======= ======= =======
</TABLE>
Example
This example is intended to help you compare the cost of investing in a
Trust with the cost of investing in other investment products. The
example assumes that you invest $10,000 in a Trust for the periods shown
and sell your Units at the end of those periods. The example also
assumes a 5% return on your investment each year and that a Trust's
operating expenses stay the same. Although your actual costs may vary,
based on these assumptions your costs would be:
<TABLE>
<CAPTION>
1 Year 18 Months (f) 3 Years 5 Years
______ __________ ________ _______
<S> <C> <C> <C> <C>
Select Portfolio Series $396 $418 $ - $ -
Portfolio Series 523 N.A. 625 737
The example will not differ if you hold rather than sell your Units at
the end of each period. The example does not reflect sales charges on
reinvested dividends and other distributions. If these sales charges
were included, your costs would be higher.
_____________
<FN>
(a) The initial sales charge is the difference between the maximum sales
charge (3.25% in the case of each Select Portfolio Series and 4.50% in
the case of each Portfolio Series) and any remaining deferred sales
charge.
(b) The deferred sales charge is a fixed dollar amount equal to $.225
per Unit in the case of each Select Portfolio Series and $.350 per Unit
in the case of each Portfolio Series which, as a percentage of the
Public Offering Price, will vary over time. The deferred sales charge
will be deducted in five monthly installments commencing October 20, 2000.
(c) Estimated organization costs will be deducted from the assets of a
Trust at the earlier of six months after the Initial Date of Deposit or
the end of the initial offering period.
(d)The creation and development fee compensates the Sponsor for creating
and developing the Trusts. Each Trust accrues this fee daily during the
life of the Trust based on its average net asset value and pays the
Sponsor monthly. In connection with the creation and development fee, in
no event will the Sponsor collect over the life of a Trust more than
.75% in the case of each Select Portfolio Series or more than 2.75% in
the case of each Portfolio Series of a Unit holder's initial investment.
(e) For each Portfolio Series, other operating expenses include the
costs incurred by each Portfolio Series for annually updating the
Trusts' registration statements, but do not include brokerage costs and
other portfolio transaction fees for any of the Trusts. In certain
circumstances the Trusts may incur additional expenses not set forth
above. See "Expenses and Charges."
(f)For each Select Portfolio Series, the example represents the
estimated costs incurred through each Trust's approximate 18-month life.
</FN>
</TABLE>
Page 7
Report of Independent Auditors
The Sponsor, Nike Securities L.P., and Unit Holders
FT 415
We have audited the accompanying statements of net assets, including the
schedules of investments, of FT 415, comprised of the Bandwidth Select
Portfolio, Series 3; e-Infrastructure Select Portfolio, Series 2;
Genomics & Proteomics Select Portfolio Series; Global Technology Select
Portfolio Series; Software Innovations 2000 Select Portfolio, Series 2;
World Wide Wireless Select Portfolio, Series 2; Bandwidth Portfolio,
Series 3; e-Infrastructure Portfolio, Series 2; Genomics & Proteomics
Portfolio Series; Global Technology Portfolio Series; Software
Innovations 2000 Portfolio, Series 3; and World Wide Wireless Portfolio,
Series 2, as of the opening of business on March 3, 2000. These
statements of net assets are the responsibility of the Trusts' Sponsor.
Our responsibility is to express an opinion on these statements of net
assets based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
statements of net assets are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the statements of net assets. Our procedures included
confirmation of the letter of credit allocated among the Trusts on March
3, 2000. An audit also includes assessing the accounting principles used
and significant estimates made by the Sponsor, as well as evaluating the
overall presentation of the statements of net assets. We believe that
our audit of the statements of net assets provides a reasonable basis
for our opinion.
In our opinion, the statements of net assets referred to above present
fairly, in all material respects, the financial position of FT 415,
comprised of the Bandwidth Select Portfolio, Series 3; e-Infrastructure
Select Portfolio, Series 2; Genomics & Proteomics Select Portfolio
Series; Global Technology Select Portfolio Series; Software Innovations
2000 Select Portfolio, Series 2; World Wide Wireless Select Portfolio,
Series 2; Bandwidth Portfolio, Series 3; e-Infrastructure Portfolio,
Series 2; Genomics & Proteomics Portfolio Series; Global Technology
Portfolio Series; Software Innovations 2000 Portfolio, Series 3; and
World Wide Wireless Portfolio, Series 2, at the opening of business on
March 3, 2000 in conformity with accounting principles generally
accepted in the United States.
ERNST & YOUNG LLP
Chicago, Illinois
March 3, 2000
Page 8
Statements of Net Assets
FT 415
At the Opening of Business on the Initial Date of Deposit-March 3, 2000
<TABLE>
<CAPTION>
Bandwidth e-Infrastructure Genomics & Proteomics
Select Portfolio Select Portfolio Select Portfolio
Series 3 Series 2 Series
__________ ____________ ____________
<S> <C> <C> <C>
NET ASSETS
Investment in Securities represented
by purchase contracts (1) (2) $147,381 $148,325 $148,286
Less liability for reimbursement to Sponsor
for organization costs (3) (387) (390) (389)
Less liability for deferred sales charge (4) (3,350) (3,371) (3,370)
________ ________ ________
Net assets $143,644 $144,564 $144,527
======== ======== ========
Units outstanding 14,887 14,982 14,978
ANALYSIS OF NET ASSETS
Cost to investors (5) $148,869 $149,823 $149,784
Less maximum sales charge (5) (4,838) (4,869) (4,868)
Less estimated reimbursement to Sponsor
for organization costs (3) (387) (390) (389)
________ ________ ________
Net assets $143,644 $144,564 $144,527
======== ======== ========
______________
<FN>
See "Notes to Statements of Net Assets" on page 12.
</FN>
</TABLE>
Page 9
Statements of Net Assets
FT 415
At the Opening of Business on the
Initial Date of Deposit-March 3, 2000
<TABLE>
<CAPTION>
Software
Global Technology Innovations 2000 World Wide Wireless
Select Portfolio Select Portfolio Select Portfolio
Series Series 2 Series 2
____________ ____________ ___________________
<S> <C> <C> <C>
NET ASSETS
Investment in Securities represented
by purchase contracts (1) (2) $148,780 $147,977 $149,214
Less liability for reimbursement to Sponsor
for organization costs (3) (391) (389) (392)
Less liability for deferred sales charge (4) (3,381) (3,363) (3,391)
________ ________ ________
Net assets $145,008 $144,225 $145,431
======== ======== ========
Units outstanding 15,028 14,947 15,072
ANALYSIS OF NET ASSETS
Cost to investors (5) $150,283 $149,472 $150,721
Less maximum sales charge (5) (4,884) (4,858) (4,898)
Less estimated reimbursement to Sponsor
for organization costs (3) (391) (389) (392)
________ ________ ________
Net assets $145,008 $144,225 $145,431
======== ======== ========
______________
<FN>
See "Notes to Statements of Net Assets" on page 12.
</FN>
</TABLE>
Page 10
Statements of Net Assets
FT 415
At the Opening of Business on the
Initial Date of Deposit-March 3, 2000
<TABLE>
<CAPTION>
Bandwidth e-Infrastructure Genomics & Proteomics
Portfolio Portfolio Portfolio
Series 3 Series 2 Series
______________ ____________ ___________________
<S> <C> <C> <C>
NET ASSETS
Investment in Securities represented
by purchase contracts (1) (2) $147,381 $148,325 $148,286
Less liability for reimbursement to Sponsor
for organization costs (3) (335) (337) (337)
Less liability for deferred sales charge (4) (5,210) (5,244) (5,242)
________ ________ ________
Net assets $141,836 $142,744 $142,707
======== ======== ========
Units outstanding 14,887 14,982 14,978
ANALYSIS OF NET ASSETS
Cost to investors (5) $148,870 $149,823 $149,784
Less maximum sales charge (5) (6,699) (6,742) (6,740)
Less estimated reimbursement to Sponsor
for organization costs (3) (335) (337) (337)
________ ________ ________
Net assets $141,836 $142,744 $142,707
======== ======== ========
______________
<FN>
See "Notes to Statements of Net Assets" on page 12.
</FN>
</TABLE>
Page 11
Statements of Net Assets
FT 415
At the Opening of Business on the
Initial Date of Deposit-March 3, 2000
<TABLE>
<CAPTION>
Global Technology Software World Wide Wireless
Portfolio Innovations 2000 Portfolio
Series Portfolio, Series 3 Series 2
____________ ____________ ____________
<S> <C> <C> <C>
NET ASSETS
Investment in Securities represented
by purchase contracts (1) (2) $148,780 $147,977 $149,214
Less liability for reimbursement to Sponsor
for organization costs (3) (338) (336) (339)
Less liability for deferred sales charge (4) (5,260) (5,231) (5,275)
________ ________ ________
Net assets $143,182 $142,410 $143,600
======== ======== ========
Units outstanding 15,028 14,947 15,072
ANALYSIS OF NET ASSETS
Cost to investors (5) $150,283 $149,472 $150,721
Less maximum sales charge (5) (6,763) (6,726) (6,782)
Less estimated reimbursement to Sponsor
for organization costs (3) (338) (336) (339)
________ ________ ________
Net assets $143,182 $142,410 $143,600
======== ======== ========
_____________
<FN>
NOTES TO STATEMENTS OF NET ASSETS
(1) Aggregate cost of the Securities listed under "Schedule of
Investments" for each Trust is based on their aggregate underlying value.
(2) An irrevocable letter of credit issued by The Chase Manhattan Bank,
of which $2,400,000 will be allocated among each of the 12 Trusts in FT
415, has been deposited with the Trustee as collateral, covering the
monies necessary for the purchase of the Securities according to their
purchase contracts.
(3) A portion of the Public Offering Price consists of an amount
sufficient to reimburse the Sponsor for all or a portion of the costs of
establishing the Trusts. These costs have been estimated at $.0260 per
Unit for each Select Portfolio Series and $.0225 per Unit for each
Portfolio Series. A payment will be made at the earlier of six months
after the Initial Date of Deposit or the end of the initial offering
period to an account maintained by the Trustee from which the obligation
of the investors to the Sponsor will be satisfied. To the extent that
actual organization costs of a Trust are greater than the estimated
amount, only the estimated organization costs added to the Public
Offering Price will be reimbursed to the Sponsor and deducted from the
assets of such Trust.
(4) Represents the amount of mandatory deferred sales charge
distributions of $.225 per Unit in the case of each Select Portfolio
Series, or $.350 per Unit in the case of each Portfolio Series, payable
to us in five equal monthly installments beginning on October 20, 2000
and on the twentieth day of each month thereafter (or if such date is
not a business day, on the preceding business day) through February 20,
2001. If you redeem your Units before February 20, 2001 you will have to
pay the remaining amount of the deferred sales charge applicable to such
Units when you redeem them.
(5) The aggregate cost to investors includes a maximum sales charge
(comprised of an initial sales charge and a deferred sales charge)
computed at the rate of 3.25% of the Public Offering Price per Unit for
each Select Portfolio Series (equivalent to 3.283% of the net amount
invested, exclusive of the deferred sales charge) or 4.50% of the Public
Offering Price per Unit for each Portfolio Series (equivalent to 4.545%
of the net amount invested, exclusive of the deferred sales charge),
assuming no reduction of sales charge as set forth under "Public
Offering."
</FN>
</TABLE>
Page 12
Schedule of Investments
Bandwidth Select Portfolio, Series 3
FT 415
At the Opening of Business on the
Initial Date of Deposit-March 3, 2000
<TABLE>
<CAPTION>
Percentage
of Aggregate Market Cost of
Number Ticker Symbol and Offering Value per Securities to
of Shares Name of Issuer of Securities (1) Price Share the Trust (2)
_________ _____________________________________ _________ ______ _____________
<S> <C> <C> <C> <C>
Communications Services
_____________________
111 T AT&T Corp. 4% $ 54.313 $ 6,029
102 GBLX Global Crossing Ltd. (3) 4% 54.375 5,546
52 LVLT Level 3 Communications, Inc. 4% 115.875 6,026
126 WCOM MCI WorldCom, Inc. 4% 47.813 6,024
97 Q Qwest Communications International Inc. 4% 58.938 5,717
Communications Equipment
_____________________
130 ADCT ADC Telecommunications, Inc. 4% 45.000 5,850
64 CMTN Copper Mountain Networks, Inc. 4% 91.125 5,832
84 LU Lucent Technologies Inc. 4% 72.000 6,048
50 NT Nortel Networks Corporation (3) 4% 118.250 5,912
113 TLAB Tellabs, Inc. 4% 53.063 5,996
Fiber Optics
__________
37 CIEN CIENA Corporation 4% 157.813 5,839
43 HLIT Harmonic Inc. 4% 142.313 6,119
22 JDSU JDS Uniphase Corporation 4% 273.000 6,006
Networking Products
________________
45 CSCO Cisco Systems, Inc. 4% 132.750 5,974
22 JNPR Juniper Networks, Inc. 4% 260.250 5,725
19 RBAK Redback Networks Inc. 4% 299.688 5,694
Semiconductors
_____________
23 AMCC Applied Micro Circuits Corporation 4% 255.438 5,875
29 BRCM Broadcom Corporation (Class A) 4% 206.125 5,978
72 CNXT Conexant Systems, Inc. 4% 79.813 5,747
31 PMCS PMC-Sierra, Inc. (3) 4% 185.438 5,749
63 VTSS Vitesse Semiconductor Corporation 4% 93.750 5,906
Wireless Communications
_____________________
59 ERICY L.M. Ericsson AB (ADR) 4% 100.500 5,930
35 MOT Motorola, Inc. 4% 174.438 6,105
28 NOK Nokia Oy (ADR) 4% 212.063 5,938
44 QCOM QUALCOMM Incorporated 4% 132.188 5,816
______ _________
Total Investments 100% $147,381
====== =========
_____________
<FN>
See "Notes to Schedules of Investments" on page 25.
</FN>
</TABLE>
Page 13
Schedule of Investments
e-Infrastructure Select Portfolio, Series 2
FT 415
At the Opening of Business on the
Initial Date of Deposit-March 3, 2000
<TABLE>
<CAPTION>
Percentage
of Aggregate Market Cost of
Number Ticker Symbol and Offering Value per Securities to
of Shares Name of Issuer of Securities (1) Price Share the Trust (2)
_________ _____________________________________ _________ ______ _____________
<S> <C> <C> <C> <C>
Access/Information Providers
_______________________
111 T AT&T Corp. 4% $ 54.313 $ 6,029
126 WCOM MCI WorldCom, Inc. 4% 47.813 6,024
97 Q Qwest Communications International Inc. 4% 58.938 5,717
Communications Equipment
_______________________
22 JDSU JDS Uniphase Corporation 4% 273.000 6,006
84 LU Lucent Technologies Inc. 4% 72.000 6,048
50 NT Nortel Networks Corporation (3) 4% 118.250 5,912
113 TLAB Tellabs, Inc. 4% 53.063 5,996
Computers & Peripherals
_______________________
136 DELL Dell Computer Corporation 4% 44.938 6,112
51 EMC EMC Corporation 4% 116.625 5,948
44 HWP Hewlett-Packard Company 4% 133.813 5,888
51 INTC Intel Corporation 4% 115.750 5,903
62 SUNW Sun Microsystems, Inc. 4% 96.063 5,956
Networking Products
_______________________
45 CSCO Cisco Systems, Inc. 4% 132.750 5,974
64 CMTN Copper Mountain Networks, Inc. 4% 91.125 5,832
19 RBAK Redback Networks Inc. 4% 299.688 5,694
Software
_______________________
24 BVSN BroadVision, Inc. 4% 248.500 5,964
27 CHKP Check Point Software Technologies Ltd. (3) 4% 220.500 5,953
51 ISLD Digital Island, Inc. 4% 111.250 5,674
41 EXDS Exodus Communications, Inc. 4% 147.438 6,045
40 INKT Inktomi Corporation 4% 145.500 5,820
43 KANA Kana Communications, Inc. 4% 141.000 6,063
63 MSFT Microsoft Corporation 4% 93.375 5,883
87 ORCL Oracle Corporation 4% 68.500 5,959
90 RNWK RealNetworks, Inc. 4% 64.250 5,783
25 VRSN VeriSign, Inc. 4% 245.688 6,142
_______ _______
Total Investments 100% $148,325
====== ======
_____________
<FN>
See "Notes to Schedules of Investments" on page 25.
</FN>
</TABLE>
Page 14
Schedule of Investments
Genomics & Proteomics Select Portfolio Series
FT 415
At the Opening of Business on the
Initial Date of Deposit-March 3, 2000
<TABLE>
<CAPTION>
Percentage
of Aggregate Market Cost of
Number Ticker Symbol and Offering Value per Securities to
of Shares Name of Issuer of Securities (1) Price Share the Trust (2)
_________ _____________________________________ _________ ______ _____________
<S> <C> <C> <C> <C>
14 ABGX Abgenix, Inc. 3.42% $362.500 $ 5,075
17 AFFX Affymetrix, Inc. 3.34% 291.000 4,947
76 AMGN Amgen Inc. 3.35% 65.313 4,964
45 BGEN Biogen, Inc. 3.32% 109.563 4,930
56 CORR COR Therapeutics, Inc. 3.35% 88.750 4,970
21 CRA Celera Genomics Group 3.26% 230.000 4,830
82 CHIR Chiron Corporation 3.45% 62.438 5,120
22 CRGN CuraGen Corporation 3.36% 226.750 4,988
77 EMIS Emisphere Technologies, Inc. 3.48% 67.000 5,159
73 ENZN Enzon, Inc. 3.47% 70.500 5,146
34 GLGC Gene Logic Inc. 3.32% 144.625 4,917
23 DNA Genentech, Inc. 3.33% 214.500 4,934
80 GENE Genome Therapeutics Corp. 2.94% 54.438 4,355
88 GENZ Genzyme Corporation (General Division) 3.34% 56.313 4,956
63 GILD Gilead Sciences, Inc. 3.31% 78.000 4,914
23 HGSI Human Genome Sciences, Inc. 3.32% 214.125 4,925
53 HYSQ Hyseq, Inc. 3.28% 91.875 4,869
35 IDPH IDEC Pharmaceuticals Corporation 3.28% 139.063 4,867
36 IMCL ImClone Systems Incorporated 3.43% 141.375 5,089
23 INMX Immunex Corporation 3.43% 220.938 5,082
22 INCY Incyte Pharmaceuticals, Inc. 3.31% 222.938 4,905
53 LYNX Lynx Therapeutics, Inc. 3.22% 90.000 4,770
29 MEDX Medarex, Inc. 3.45% 176.250 5,111
25 MEDI MedImmune, Inc. 3.34% 198.125 4,953
20 MLNM Millennium Pharmaceuticals, Inc. 3.44% 255.188 5,104
34 MYGN Myriad Genetics, Inc. 3.26% 142.250 4,837
52 NGEN Nanogen, Inc. 3.40% 96.875 5,037
129 NBIX Neurocrine Biosciences, Inc. 3.39% 39.000 5,031
19 PDLI Protein Design Labs, Inc. 3.23% 251.875 4,786
66 TKTX Transkaryotic Therapies, Inc. 3.18% 71.438 4,715
______ ________
Total Investments 100% $148,286
====== ========
_____________
<FN>
See "Notes to Schedules of Investments" on page 25.
</FN>
</TABLE>
Page 15
Schedule of Investments
Global Technology Select Portfolio Series
FT 415
At the Opening of Business on the
Initial Date of Deposit-March 3, 2000
<TABLE>
<CAPTION>
Percentage Market Cost of
Number Ticker Symbol and of Aggregate Value per Securities to
of Shares Name of Issuer of Securities (1) Offering Price Share the Trust (2)
_________ _____________________________________ _________ ______ _____________
<S> <C> <C> <C> <C>
Communications Equipment
_____________________
38 CSCO Cisco Systems, Inc. 3.39% $132.750 $ 5,045
49 ERICY L.M. Ericsson AB (ADR) 3.31% 100.500 4,925
18 JDSU JDS Uniphase Corporation 3.30% 273.000 4,914
70 LU Lucent Technologies Inc. 3.39% 72.000 5,040
23 NOK Nokia Oy (ADR) 3.28% 212.063 4,877
42 NT Nortel Networks Corporation (3) 3.34% 118.250 4,966
37 QCOM QUALCOMM Incorporated 3.29% 132.188 4,891
95 TLAB Tellabs, Inc. 3.39% 53.063 5,041
Computers & Peripherals
_____________________
113 DELL Dell Computer Corporation 3.41% 44.938 5,078
42 EMC EMC Corporation 3.29% 116.625 4,898
37 HWP Hewlett-Packard Company 3.33% 133.813 4,951
48 IBM International Business Machines Corporation 3.33% 103.375 4,962
71 SLR Solectron Corporation 3.32% 69.500 4,934
51 SUNW Sun Microsystems, Inc. 3.29% 96.063 4,899
Computer Software & Services
________________________
105 BMCS BMC Software, Inc. 3.32% 47.063 4,942
23 CHKP Check Point Software Technologies Ltd. (3) 3.41% 220.500 5,072
52 MSFT Microsoft Corporation 3.26% 93.375 4,856
72 ORCL Oracle Corporation 3.31% 68.500 4,932
69 SAP SAP AG (ADR) 3.36% 72.375 4,994
Electronics
_________
121 CANNY Canon Inc. (ADR) 3.39% 41.625 5,037
28 KYO Kyocera Corporation (ADR) 3.37% 179.000 5,012
25 PHG Koninklijke (Royal) Philips Electronics N.V. (3) 3.32% 197.750 4,944
Semiconductor Equipment
____________________
36 ASML ASM Lithography Holding N.V. (3) 3.42% 141.500 5,094
27 AMAT Applied Materials, Inc. 3.28% 180.516 4,874
79 NVLS Novellus Systems, Inc. 3.21% 60.500 4,780
Semiconductors
____________
61 ALTR Altera Corporation 3.36% 81.875 4,994
43 INTC Intel Corporation 3.35% 115.750 4,977
26 PMCS PMC-Sierra, Inc. (3) 3.24% 185.438 4,821
25 STM STMicroelectronics N.V. (3) 3.36% 200.250 5,006
29 TXN Texas Instruments, Inc. 3.38% 173.250 5,024
_______ ________
Total Investments 100% $148,780
====== ========
_____________
<FN>
See "Notes to Schedules of Investments" on page 25.
</FN>
</TABLE>
Page 16
Schedule of Investments
Software Innovations 2000 Select Portfolio, Series 2
FT 415
At the Opening of Business on the
Initial Date of Deposit-March 3, 2000
<TABLE>
<CAPTION>
Percentage
of Aggregate Market Cost of
Number Ticker Symbol and Offering Value per Securities to
of Shares Name of Issuer of Securities (1) Price Share the Trust (2)
_________ _____________________________________ _________ ______ _____________
<S> <C> <C> <C> <C>
Application Software
__________________
71 ADBE Adobe Systems Incorporated 4% $ 80.625 $ 5,724
72 DOX Amdocs Limited 4% 81.688 5,882
29 CMVT Comverse Technology, Inc. 4% 208.813 6,056
63 MSFT Microsoft Corporation 4% 93.375 5,883
125 PAYX Paychex, Inc. 4% 47.875 5,984
39 PHCM Phone.com, Inc. 4% 147.188 5,740
90 RNWK RealNetworks, Inc. 4% 64.250 5,782
Computer Data Security Software
__________________
27 CHKP Check Point Software Technologies Ltd. (3) 4% 220.500 5,953
25 VRSN VeriSign, Inc. 4% 245.688 6,142
e-Business Software
__________________
20 ARBA Ariba, Inc. 4% 299.688 5,994
48 BEAS BEA Systems, Inc. 4% 124.000 5,952
24 BVSN BroadVision, Inc. 4% 248.500 5,964
27 CMRC Commerce One, Inc. 4% 222.938 6,019
51 ISLD Digital Island, Inc. 4% 111.250 5,674
30 FMKT FreeMarkets, Inc. 4% 204.000 6,120
91 PRGN Peregrine Systems, Inc. 4% 65.156 5,929
Enterprise Software
__________________
126 BMCS BMC Software, Inc. 4% 47.063 5,930
59 CTXS Citrix Systems, Inc. 4% 97.250 5,738
90 COGN Cognos, Inc. (3) 4% 66.063 5,946
287 CPWR Compuware Corporation 4% 20.500 5,884
38 ITWO i2 Technologies, Inc. 4% 159.188 6,049
86 ORCL Oracle Corporation 4% 68.500 5,891
82 SAP SAP AG (ADR) 4% 72.375 5,935
43 SEBL Siebel Systems, Inc. 4% 136.563 5,872
29 VRTS VERITAS Software Corporation 4% 204.625 5,934
_______ ________
Total Investments 100% $147,977
====== ========
_____________
<FN>
See "Notes to Schedules of Investments" on page 25.
</FN>
</TABLE>
Page 17
Schedule of Investments
World Wide Wireless Select Portfolio, Series 2
FT 415
At the Opening of Business on the
Initial Date of Deposit-March 3, 2000
<TABLE>
<CAPTION>
Percentage
of Aggregate Market Cost of
Number Ticker Symbol and Offering Value per Securities to
of Shares Name of Issuer of Securities (1) Price Share the Trust (2)
_________ _____________________________________ _________ ______ _____________
<S> <C> <C> <C> <C>
Communications Services (Domestic)
_____________________________
92 T AT&T Corp. 3.35% $ 54.313 $ 4,997
90 BEL Bell Atlantic Corporation 3.33% 55.250 4,973
39 NXTL Nextel Communications, Inc. (Class A) 3.29% 125.875 4,909
33 PHCM Phone.com, Inc. 3.25% 147.188 4,857
93 PCS Sprint Corp. (PCS Group) (4) 3.32% 53.375 4,964
75 USM United States Cellular Corporation 3.37% 67.000 5,025
Communications Services (International)
________________________________
69 CWP Cable & Wireless Plc (ADR) 3.35% 72.375 4,994
26 CHL China Telecom (Hong Kong) Limited (ADR) 3.27% 187.563 4,877
53 DT Deutsche Telekom AG (ADR) 3.45% 97.063 5,144
68 MICC Millicom International Cellular S.A. (3) 3.34% 73.250 4,981
23 NMCNY NTT Mobile Communications Network, Inc. (ADR) 3.19% 207.000 4,761
98 SKM SK Telecom Co. Ltd. (ADR) 3.33% 50.688 4,967
59 SNRA Sonera Oy (ADR) 3.33% 84.250 4,971
28 TI Telecom Italia SpA (ADR) 3.38% 180.000 5,040
55 TEF Telefonica S.A. (ADR) 3.37% 91.500 5,032
87 VOD Vodafone AirTouch Plc (ADR) 3.35% 57.438 4,997
Communications Equipment
______________________
24 CMVT Comverse Technology, Inc. 3.36% 208.813 5,012
60 CNXT Conexant Systems, Inc. 3.21% 79.813 4,789
49 ERICY LM Ericsson AB (ADR) 3.30% 100.500 4,924
36 HLIT Harmonic Inc. 3.43% 142.313 5,123
59 KOPN Kopin Corporation 3.57% 90.438 5,336
70 LU Lucent Technologies Inc. 3.38% 72.000 5,040
29 MOT Motorola, Inc. 3.39% 174.438 5,059
23 NOK Nokia Oy (ADR) 3.27% 212.063 4,877
42 NT Nortel Networks Corporation (3) 3.33% 118.250 4,967
32 PWAV Powerwave Technologies, Inc. 3.30% 153.750 4,920
37 QCOM QUALCOMM Incorporated 3.28% 132.188 4,891
32 RFMD RF Micro Devices, Inc. 3.22% 150.000 4,800
33 RIMM Research in Motion Limited 3.45% 156.125 5,152
42 TQNT TriQuint Semiconductor, Inc. 3.24% 115.125 4,835
_______ ________
Total Investments 100% $149,214
======= ========
_____________
<FN>
See "Notes to Schedules of Investments" on page 25.
</FN>
</TABLE>
Page 18
Schedule of Investments
Bandwidth Portfolio, Series 3
FT 415
At the Opening of Business on the
Initial Date of Deposit-March 3, 2000
<TABLE>
<CAPTION>
Percentage
of Aggregate Market Cost of
Number Ticker Symbol and Offering Value per Securities to
of Shares Name of Issuer of Securities (1) Price Share the Trust (2)
_________ _____________________________________ _________ ______ _____________
<S> <C> <C> <C> <C>
Communications Services
_____________________
111 T AT&T Corp. 4% $ 54.313 $ 6,029
102 GBLX Global Crossing Ltd. (3) 4% 54.375 5,546
52 LVLT Level 3 Communications, Inc. 4% 115.875 6,026
126 WCOM MCI WorldCom, Inc. 4% 47.813 6,024
97 Q Qwest Communications International Inc. 4% 58.938 5,717
Communications Equipment
_____________________
130 ADCT ADC Telecommunications, Inc. 4% 45.000 5,850
64 CMTN Copper Mountain Networks, Inc. 4% 91.125 5,832
84 LU Lucent Technologies Inc. 4% 72.000 6,048
50 NT Nortel Networks Corporation (3) 4% 118.250 5,912
113 TLAB Tellabs, Inc. 4% 53.063 5,996
Fiber Optics
__________
37 CIEN CIENA Corporation 4% 157.813 5,839
43 HLIT Harmonic Inc. 4% 142.313 6,119
22 JDSU JDS Uniphase Corporation 4% 273.000 6,006
Networking Products
________________
45 CSCO Cisco Systems, Inc. 4% 132.750 5,974
22 JNPR Juniper Networks, Inc. 4% 260.250 5,725
19 RBAK Redback Networks Inc. 4% 299.688 5,694
Semiconductors
_____________
23 AMCC Applied Micro Circuits Corporation 4% 255.438 5,875
29 BRCM Broadcom Corporation (Class A) 4% 206.125 5,978
72 CNXT Conexant Systems, Inc. 4% 79.813 5,747
31 PMCS PMC-Sierra, Inc. (3) 4% 185.438 5,749
63 VTSS Vitesse Semiconductor Corporation 4% 93.750 5,906
Wireless Communications
_____________________
59 ERICY L.M. Ericsson AB (ADR) 4% 100.500 5,930
35 MOT Motorola, Inc. 4% 174.438 6,105
28 NOK Nokia Oy (ADR) 4% 212.063 5,938
44 QCOM QUALCOMM Incorporated 4% 132.188 5,816
______ _________
Total Investments 100% $147,381
====== =========
_____________
<FN>
See "Notes to Schedules of Investments" on page 25.
</FN>
</TABLE>
Page 19
Schedule of Investments
e-Infrastructure Portfolio, Series 2
FT 415
At the Opening of Business on the
Initial Date of Deposit-March 3, 2000
<TABLE>
<CAPTION>
Percentage
of Aggregate Market Cost of
Number Ticker Symbol and Offering Value per Securities to
of Shares Name of Issuer of Securities (1) Price Share the Trust (2)
_________ _____________________________________ _________ ______ _____________
<S> <C> <C> <C> <C>
Access/Information Providers
_______________________
111 T AT&T Corp. 4% $ 54.313 $ 6,029
126 WCOM MCI WorldCom, Inc. 4% 47.813 6,024
97 Q Qwest Communications International Inc. 4% 58.938 5,717
Communications Equipment
_______________________
22 JDSU JDS Uniphase Corporation 4% 273.000 6,006
84 LU Lucent Technologies Inc. 4% 72.000 6,048
50 NT Nortel Networks Corporation (3) 4% 118.250 5,912
113 TLAB Tellabs, Inc. 4% 53.063 5,996
Computers & Peripherals
_______________________
136 DELL Dell Computer Corporation 4% 44.938 6,112
51 EMC EMC Corporation 4% 116.625 5,948
44 HWP Hewlett-Packard Company 4% 133.813 5,888
51 INTC Intel Corporation 4% 115.750 5,903
62 SUNW Sun Microsystems, Inc. 4% 96.063 5,956
Networking Products
_______________________
45 CSCO Cisco Systems, Inc. 4% 132.750 5,974
64 CMTN Copper Mountain Networks, Inc. 4% 91.125 5,832
19 RBAK Redback Networks Inc. 4% 299.688 5,694
Software
_______________________
24 BVSN BroadVision, Inc. 4% 248.500 5,964
27 CHKP Check Point Software Technologies Ltd. (3) 4% 220.500 5,953
51 ISLD Digital Island, Inc. 4% 111.250 5,674
41 EXDS Exodus Communications, Inc. 4% 147.438 6,045
40 INKT Inktomi Corporation 4% 145.500 5,820
43 KANA Kana Communications, Inc. 4% 141.000 6,063
63 MSFT Microsoft Corporation 4% 93.375 5,883
87 ORCL Oracle Corporation 4% 68.500 5,959
90 RNWK RealNetworks, Inc. 4% 64.250 5,783
25 VRSN VeriSign, Inc. 4% 245.688 6,142
_______ ________
Total Investments 100% $148,325
====== ========
_____________
<FN>
See "Notes to Schedules of Investments" on page 25.
</FN>
</TABLE>
Page 20
Schedule of Investments
Genomics & Proteomics Portfolio Series
FT 415
At the Opening of Business on the
Initial Date of Deposit-March 3, 2000
<TABLE>
<CAPTION>
Percentage
of Aggregate Market Cost of
Number Ticker Symbol and Offering Value per Securities to
of Shares Name of Issuer of Securities (1) Price Share the Trust (2)
_________ _____________________________________ _________ ______ _____________
<S> <C> <C> <C> <C>
14 ABGX Abgenix, Inc. 3.42% $362.500 $ 5,075
17 AFFX Affymetrix, Inc. 3.34% 291.000 4,947
76 AMGN Amgen Inc. 3.35% 65.313 4,964
45 BGEN Biogen, Inc. 3.32% 109.563 4,930
56 CORR COR Therapeutics, Inc. 3.35% 88.750 4,970
21 CRA Celera Genomics Group 3.26% 230.000 4,830
82 CHIR Chiron Corporation 3.45% 62.438 5,120
22 CRGN CuraGen Corporation 3.36% 226.750 4,988
77 EMIS Emisphere Technologies, Inc. 3.48% 67.000 5,159
73 ENZN Enzon, Inc. 3.47% 70.500 5,146
34 GLGC Gene Logic Inc. 3.32% 144.625 4,917
23 DNA Genentech, Inc. 3.33% 214.500 4,934
80 GENE Genome Therapeutics Corp. 2.94% 54.438 4,355
88 GENZ Genzyme Corporation (General Division) 3.34% 56.313 4,956
63 GILD Gilead Sciences, Inc. 3.31% 78.000 4,914
23 HGSI Human Genome Sciences, Inc. 3.32% 214.125 4,925
53 HYSQ Hyseq, Inc. 3.28% 91.875 4,869
35 IDPH IDEC Pharmaceuticals Corporation 3.28% 139.063 4,867
36 IMCL ImClone Systems Incorporated 3.43% 141.375 5,089
23 INMX Immunex Corporation 3.43% 220.938 5,082
22 INCY Incyte Pharmaceuticals, Inc. 3.31% 222.938 4,905
53 LYNX Lynx Therapeutics, Inc. 3.22% 90.000 4,770
29 MEDX Medarex, Inc. 3.45% 176.250 5,111
25 MEDI MedImmune, Inc. 3.34% 198.125 4,953
20 MLNM Millennium Pharmaceuticals, Inc. 3.44% 255.188 5,104
34 MYGN Myriad Genetics, Inc. 3.26% 142.250 4,837
52 NGEN Nanogen, Inc. 3.40% 96.875 5,037
129 NBIX Neurocrine Biosciences, Inc. 3.39% 39.000 5,031
19 PDLI Protein Design Labs, Inc. 3.23% 251.875 4,786
66 TKTX Transkaryotic Therapies, Inc. 3.18% 71.438 4,715
_______ ________
Total Investments 100% $148,286
====== ========
_____________
<FN>
See "Notes to Schedules of Investments" on page 25.
</FN>
</TABLE>
Page 21
Schedule of Investments
Global Technology Portfolio Series
FT 415
At the Opening of Business on the
Initial Date of Deposit-March 3, 2000
<TABLE>
<CAPTION>
Percentage Market Cost of
Number Ticker Symbol and of Aggregate Value per Securities to
of Shares Name of Issuer of Securities (1) Offering Price Share the Trust (2)
_________ _____________________________________ _________ ______ _____________
<S> <C> <C> <C> <C>
Communications Equipment
_____________________
38 CSCO Cisco Systems, Inc. 3.39% $132.750 $ 5,045
49 ERICY L.M. Ericsson AB (ADR) 3.31% 100.500 4,925
18 JDSU JDS Uniphase Corporation 3.30% 273.000 4,914
70 LU Lucent Technologies Inc. 3.39% 72.000 5,040
23 NOK Nokia Oy (ADR) 3.28% 212.063 4,877
42 NT Nortel Networks Corporation (3) 3.34% 118.250 4,966
37 QCOM QUALCOMM Incorporated 3.29% 132.188 4,891
95 TLAB Tellabs, Inc. 3.39% 53.063 5,041
Computers & Peripherals
_____________________
113 DELL Dell Computer Corporation 3.41% 44.938 5,078
42 EMC EMC Corporation 3.29% 116.625 4,898
37 HWP Hewlett-Packard Company 3.33% 133.813 4,951
48 IBM International Business Machines Corporation 3.33% 103.375 4,962
71 SLR Solectron Corporation 3.32% 69.500 4,934
51 SUNW Sun Microsystems, Inc. 3.29% 96.063 4,899
Computer Software & Services
________________________
105 BMCS BMC Software, Inc. 3.32% 47.063 4,942
23 CHKP Check Point Software Technologies Ltd. (3) 3.41% 220.500 5,072
52 MSFT Microsoft Corporation 3.26% 93.375 4,856
72 ORCL Oracle Corporation 3.31% 68.500 4,932
69 SAP SAP AG (ADR) 3.36% 72.375 4,994
Electronics
_________
121 CANNY Canon Inc. (ADR) 3.39% 41.625 5,037
28 KYO Kyocera Corporation (ADR) 3.37% 179.000 5,012
25 PHG Koninklijke (Royal) Philips Electronics N.V. (3) 3.32% 197.750 4,944
Semiconductor Equipment
____________________
36 ASML ASM Lithography Holding N.V. (3) 3.42% 141.500 5,094
27 AMAT Applied Materials, Inc. 3.28% 180.516 4,874
79 NVLS Novellus Systems, Inc. 3.21% 60.500 4,780
Semiconductors
____________
61 ALTR Altera Corporation 3.36% 81.875 4,994
43 INTC Intel Corporation 3.35% 115.750 4,977
26 PMCS PMC-Sierra, Inc. (3) 3.24% 185.438 4,821
25 STM STMicroelectronics N.V. (3) 3.36% 200.250 5,006
29 TXN Texas Instruments, Inc. 3.38% 173.250 5,024
_______ ________
Total Investments 100% $148,780
====== ========
_____________
<FN>
See "Notes to Schedules of Investments" on page 25.
</FN>
</TABLE>
Page 22
Schedule of Investments
Software Innovations 2000 Portfolio, Series 3
FT 415
At the Opening of Business on the
Initial Date of Deposit-March 3, 2000
<TABLE>
<CAPTION>
Percentage
of Aggregate Market Cost of
Number Ticker Symbol and Offering Value per Securities to
of Shares Name of Issuer of Securities (1) Price Share the Trust (2)
_________ _____________________________________ _________ ______ _____________
<S> <C> <C> <C> <C>
Application Software
__________________
71 ADBE Adobe Systems Incorporated 4% $ 80.625 $ 5,724
72 DOX Amdocs Limited 4% 81.688 5,882
29 CMVT Comverse Technology, Inc. 4% 208.813 6,056
63 MSFT Microsoft Corporation 4% 93.375 5,883
125 PAYX Paychex, Inc. 4% 47.875 5,984
39 PHCM Phone.com, Inc. 4% 147.188 5,740
90 RNWK RealNetworks, Inc. 4% 64.250 5,782
Computer Data Security Software
__________________
27 CHKP Check Point Software Technologies Ltd. (3) 4% 220.500 5,953
25 VRSN VeriSign, Inc. 4% 245.688 6,142
e-Business Software
__________________
20 ARBA Ariba, Inc. 4% 299.688 5,994
48 BEAS BEA Systems, Inc. 4% 124.000 5,952
24 BVSN BroadVision, Inc. 4% 248.500 5,964
27 CMRC Commerce One, Inc. 4% 222.938 6,019
51 ISLD Digital Island, Inc. 4% 111.250 5,674
30 FMKT FreeMarkets, Inc. 4% 204.000 6,120
91 PRGN Peregrine Systems, Inc. 4% 65.156 5,929
Enterprise Software
__________________
126 BMCS BMC Software, Inc. 4% 47.063 5,930
59 CTXS Citrix Systems, Inc. 4% 97.250 5,738
90 COGN Cognos, Inc. (3) 4% 66.063 5,946
287 CPWR Compuware Corporation 4% 20.500 5,884
38 ITWO i2 Technologies, Inc. 4% 159.188 6,049
86 ORCL Oracle Corporation 4% 68.500 5,891
82 SAP SAP AG (ADR) 4% 72.375 5,935
43 SEBL Siebel Systems, Inc. 4% 136.563 5,872
29 VRTS VERITAS Software Corporation 4% 204.625 5,934
_______ ________
Total Investments 100% $147,977
======= ========
_____________
<FN>
See "Notes to Schedules of Investments" on page 25.
</FN>
</TABLE>
Page 23
Schedule of Investments
World Wide Wireless Portfolio, Series 2
FT 415
At the Opening of Business on the
Initial Date of Deposit-March 3, 2000
<TABLE>
<CAPTION>
Percentage
of Aggregate Market Cost of
Number Ticker Symbol and Offering Value per Securities to
of Shares Name of Issuer of Securities (1) Price Share the Trust (2)
_________ _____________________________________ _________ ______ _____________
<S> <C> <C> <C> <C>
Communications Services (Domestic)
__________________________________
92 T AT&T Corp. 3.35% $ 54.313 $ 4,997
90 BEL Bell Atlantic Corporation 3.33% 55.250 4,973
39 NXTL Nextel Communications, Inc. (Class A) 3.29% 125.875 4,909
33 PHCM Phone.com, Inc. 3.25% 147.188 4,857
93 PCS Sprint Corp. (PCS Group) (4) 3.32% 53.375 4,964
75 USM United States Cellular Corporation 3.37% 67.000 5,025
Communications Services (International)
_______________________________________
69 CWP Cable & Wireless Plc (ADR) 3.35% 72.375 4,994
26 CHL China Telecom (Hong Kong) Limited (ADR) 3.27% 187.563 4,877
53 DT Deutsche Telekom AG (ADR) 3.45% 97.063 5,144
68 MICC Millicom International Cellular S.A. (3) 3.34% 73.250 4,981
23 NMCNY NTT Mobile Communications Network, Inc. (ADR) 3.19% 207.000 4,761
98 SKM SK Telecom Co. Ltd. (ADR) 3.33% 50.688 4,967
59 SNRA Sonera Oy (ADR) 3.33% 84.250 4,971
28 TI Telecom Italia SpA (ADR) 3.38% 180.000 5,040
55 TEF Telefonica S.A. (ADR) 3.37% 91.500 5,032
87 VOD Vodafone AirTouch Plc (ADR) 3.35% 57.438 4,997
Communications Equipment
_________________________
24 CMVT Comverse Technology, Inc. 3.36% 208.813 5,012
60 CNXT Conexant Systems, Inc. 3.21% 79.813 4,789
49 ERICY LM Ericsson AB (ADR) 3.30% 100.500 4,924
36 HLIT Harmonic Inc. 3.43% 142.313 5,123
59 KOPN Kopin Corporation 3.57% 90.438 5,336
70 LU Lucent Technologies Inc. 3.38% 72.000 5,040
29 MOT Motorola, Inc. 3.39% 174.438 5,059
23 NOK Nokia Oy (ADR) 3.27% 212.063 4,877
42 NT Nortel Networks Corporation (3) 3.33% 118.250 4,967
32 PWAV Powerwave Technologies, Inc. 3.30% 153.750 4,920
37 QCOM QUALCOMM Incorporated 3.28% 132.188 4,891
32 RFMD RF Micro Devices, Inc. 3.22% 150.000 4,800
33 RIMM Research in Motion Limited 3.45% 156.125 5,152
42 TQNT TriQuint Semiconductor, Inc. 3.24% 115.125 4,835
_______ _______
Total Investments 100% $149,214
====== ========
_____________
<FN>
See "Notes to Schedules of Investments" on page 25.
Page 24
NOTES TO SCHEDULES OF INVESTMENTS
(1) All Securities are represented by regular way contracts to purchase
such Securities which are backed by an irrevocable letter of credit
deposited with the Trustee. We entered into purchase contracts for the
Securities on March 2 and 3, 2000. Each Select Portfolio Series has a
Mandatory Termination Date of September 4, 2001. Each Portfolio Series
has a Mandatory Termination Date of March 15, 2005.
(2) The cost of the Securities to a Trust represents the aggregate
underlying value with respect to the Securities acquired (generally
determined by the closing sale prices of the listed Securities and the
ask prices of the over-the-counter traded Securities at the Evaluation
Time on the business day preceding the Initial Date of Deposit). The
valuation of the Securities has been determined by the Evaluator, an
affiliate of ours. The cost of the Securities to us and our
loss (which is the difference between the cost of the Securities to us
and the cost of the Securities to a Trust) are set forth below:
Cost of
Securities Profit
to Sponsor (Loss)
__________ _______
Bandwidth Select Portfolio, Series 3 $147,417 $ (36)
e-Infrastructure Select Portfolio, Series 2 148,509 (184)
Genomics & Proteomics Select Portfolio Series 148,440 (154)
Global Technology Select Portfolio Series 148,863 (83)
Software Innovations 2000 Select Portfolio, Series 2 148,074 (97)
World Wide Wireless Select Portfolio, Series 2 149,310 (96)
Bandwidth Portfolio, Series 3 147,417 (36)
e-Infrastructure Portfolio, Series 2 148,509 (184)
Genomics & Proteomics Portfolio Series 148,440 (154)
Global Technology Portfolio Series 148,863 (83)
Software Innovations 2000 Portfolio, Series 3 148,094 (117)
World Wide Wireless Portfolio, Series 2 149,310 (96)
(3) This Security represents the common stock of a foreign company which
trades directly on a U.S. national securities exchange.
(4) MCI Worldcom, Inc. ("Worldcom") has recently announced plans to
acquire Sprint Corporation ("Sprint"). Each share of Sprint (PCS Group)
will be exchanged for one share of Worldcom PCS tracking stock and .1547
shares of Worldcom common stock. As a result of this expected
transaction, it is anticipated that the World Wide Wireless Select
Portfolio, Series 2 and World Wide Wireless Portfolio, Series 2 will
receive shares of common stock of Worldcom and shares of Worldcom PCS
tracking stock in exchange for the shares of Sprint (PCS Group) which
they hold. The transaction is subject to the approval of the
shareholders of both companies and various regulatory authorities.
</FN>
</TABLE>
Page 25
The FT Series
The FT Series Defined.
We, Nike Securities L.P. (the "Sponsor"), have created hundreds of
similar yet separate series of a unit investment trust which we have
named the FT Series. The series to which this prospectus relates, FT
415, consists of 12 separate portfolios set forth below:
- - Bandwidth Select Portfolio, Series 3
- - e-Infrastructure Select Portfolio, Series 2
- - Genomics & Proteomics Select Portfolio Series
- - Global Technology Select Portfolio Series
- - Software Innovations 2000 Select Portfolio, Series 2
- - World Wide Wireless Select Portfolio, Series 2
- - Bandwidth Portfolio, Series 3
- - e-Infrastructure Portfolio, Series 2
- - Genomics & Proteomics Portfolio Series
- - Global Technology Portfolio Series
- - Software Innovations 2000 Portfolio, Series 3
- - World Wide Wireless Portfolio, Series 2
YOU MAY GET MORE SPECIFIC DETAILS CONCERNING THE NATURE, STRUCTURE AND
RISKS OF THIS PRODUCT IN AN "INFORMATION SUPPLEMENT" BY CALLING THE
TRUSTEE AT 1-800-682-7520.
Mandatory Termination Date.
Each Trust will terminate on the Mandatory Termination Date set forth in
the "Summary of Essential Information" for each Trust. Each Trust was
created under the laws of the State of New York by a Trust Agreement
(the "Indenture") dated the Initial Date of Deposit. This agreement,
entered into among Nike Securities L.P., as Sponsor, The Chase Manhattan
Bank as Trustee and First Trust Advisors L.P. as Portfolio Supervisor
and Evaluator, governs the operation of the Trusts.
How We Created the Trusts.
On the Initial Date of Deposit, we deposited the portfolios of common
stocks with the Trustee and in turn, the Trustee delivered documents to
us representing our ownership of the Trusts in the form of units
("Units").
With our deposit of Securities on the Initial Date of Deposit we
established a percentage relationship among the Securities in each
Trust's portfolio, as stated under "Schedule of Investments" for each
Trust. After the Initial Date of Deposit, we may deposit additional
Securities in the Trusts, or cash (including a letter of credit) with
instructions to buy more Securities to create new Units for sale. If we
create additional Units, we will attempt, to the extent practicable, to
maintain the percentage relationship established among the Securities on
the Initial Date of Deposit, and not the percentage relationship
existing on the day we are creating new Units, since the two may differ.
This difference may be due to the sale, redemption or liquidation of any
of the Securities.
Since the prices of the Securities will fluctuate daily, the ratio of
Securities in the Trusts, on a market value basis, will also change
daily. The portion of Securities represented by each Unit will not
change as a result of the deposit of additional Securities or cash in a
Trust. If we deposit cash, you and new investors may experience a
dilution of your investment. This is because prices of Securities will
fluctuate between the time of the cash deposit and the purchase of the
Securities, and because the Trusts pay the associated brokerage fees. To
reduce this dilution, the Trusts will try to buy the Securities as close
to the Evaluation Time and as close to the evaluation price as possible.
An affiliate of the Trustee may receive these brokerage fees or the
Trustee may retain and pay us (or our affiliate) to act as agent for the
Trusts to buy Securities. If we or an affiliate of ours act as agent to
the Trusts, we will be subject to the restrictions under the Investment
Company Act of 1940, as amended.
We cannot guarantee that a Trust will keep its present size and
composition for any length of time. Securities may periodically be sold
under certain circumstances, and the proceeds from these sales will be
used to meet Trust obligations or distributed to Unit holders, but will
not be reinvested. However, Securities will not be sold to take
advantage of market fluctuations or changes in anticipated rates of
appreciation or depreciation, or if they no longer meet the criteria by
which they were selected. You will not be able to dispose of or vote any
of the Securities in the Trusts. As the holder of the Securities, the
Trustee will vote all of the Securities and will do so based on our
instructions.
Neither we nor the Trustee will be liable for a failure in any of the
Securities. However, if a contract for the purchase of any of the
Securities initially deposited in a Trust fails, unless we can purchase
Page 26
substitute Securities ("Replacement Securities"), we will refund to you
that portion of the purchase price and sales charge resulting from the
failed contract on the next Income Distribution Date. Any Replacement
Security a Trust acquires will be identical to those from the failed
contract.
Portfolios
Objectives.
The objective of each Trust is to provide investors with the potential
for above-average capital appreciation through an investment in a
diversified portfolio of common stocks of companies in the sector or
investment focus for which the Trust is named. A diversified portfolio
helps to offset the risks normally associated with such an investment,
although it does not eliminate them entirely. The companies selected for
the Trusts have been researched and evaluated using database screening
techniques, fundamental analysis, and the judgment of the Sponsor's
research analysts. Each Select Portfolio Series has an expected maturity
of approximately 18 months whereas each Portfolio Series has an expected
maturity of approximately five years.
Bandwidth Select Portfolio, Series 3 and Bandwidth Portfolio, Series 3
each consist of a portfolio of common stocks of telecommunications
companies which are focusing on bandwidth technologies. The term
bandwidth refers to the amount of information that can be transmitted
from one user to another in a given amount of time. The speed at which
these signals travel is often as important to the end-user as the
information that is being transmitted. The growing demand for bandwidth
is being driven by the surge in the volume and complexity of data
communications on the Internet. For example, it would take more
bandwidth to download a video game off the Internet in one second than a
page of text.
Now that the Internet infrastructure is firmly in place, the demand for
bandwidth should continue to grow as more people access the Web
worldwide, and as telecommunications service providers begin to mass
market their newer and faster broadband systems.
The following factors support our positive outlook for the companies in
these portfolios:
- - Communications networks presently carry nearly 30 times more voice
traffic than data. In light of the growth in Internet usage, data
traffic is expected to surpass voice communications in the years ahead.
- - Wireless communications is now the fastest growing segment of the
communications equipment market. The demand for wireless products and
services should continue to grow as analog networks are upgraded to
digital systems. Digital signals will accommodate wireless data
communications and potentially increase demand for bandwidth.
- - The transition from copper wiring to fiber-optics is occurring at a
brisk pace. In 1998, it is estimated that over 20 million miles of fiber
cables were installed across the United States.
- - Internet access revenues are expected to shift from independent
Internet service providers to telecom and cable companies.
Deregulation. The U.S. Telecommunications Act of 1996 and the 1997
Telecommunications Agreement, passed by the World Trade Organization,
have opened markets domestically and internationally to encourage
competition and capital investment. New service providers are investing
aggressively in network equipment.
Broadband Systems. The future of high-speed access to the Internet lies
in Digital Subscriber Lines (DSL) and cable modems. A new DSL technology
standard, known as the G.Lite, will allow for high-speed Internet access
concurrent with normal telephone service. The technology can be
installed directly by consumers into their PCs, so there will be no
added cost to the telecommunications carriers.
Communications Equipment. The demand for value-added services, like high-
speed Internet access, should continue to fuel demand for more bandwidth
and communications equipment. On a worldwide basis, demand for
communications equipment was estimated at approximately $250 billion in
1997. With the level of competition intensifying, telecommunications
companies have the potential to spend more on equipment in the future.
e-Infrastructure Select Portfolio, Series 2 and e-Infrastructure
Portfolio, Series 2 each consist of a portfolio of common stocks of
technology companies which provide the infrastructure which helped build
the Internet.
As you probably know by now, the Internet has evolved into much more
than just the "information superhighway"; it is also a place where
Page 27
individuals and companies can transact business. In fact, some companies
believe so strongly in the future of e-commerce that they have abandoned
the more traditional business models that favor bricks-and-mortar selling.
The good news for investors is that the Internet's infrastructure is
supported by a relatively small universe of high-tech companies
representing the following industries: access/information providers,
data networking/communications equipment, computers & peripherals,
software and venture capital. These companies are responsible for
providing the kind of cutting-edge technology needed to deliver such
popular Internet services as high-speed access, video downloads and e-
mail.
Consider the following factors:
- - The average e-commerce Web site costs $1 million to develop and takes
five months to complete. When you consider the need for ongoing products
and services, infrastructure is big business.
- - The Internet economy, though still in its formative stages, generated
approximately $300 billion in revenue in the United States in 1998. To
put this new economy into perspective, the auto and telecommunications
industries, far more mature, generated approximately $350 and $270
billion of revenue, respectively, over the same period.
- - Capital investment in the Internet server market has risen
dramatically over the past three years. Internet server revenue has
jumped from approximately $1.7 billion in 1996 to approximately $13.3
billion in 1998. As the Internet grows, the demand for servers has the
potential to grow as well.
- - Communications companies presently carry nearly 30 times more voice
traffic than data. Thanks to the Internet, data traffic is expected to
surpass voice communications in the years ahead.
Information Technology (IT) equipment spending continues to be the
largest category of industrial spending for all types of capital
equipment. Between 1993 and 1998, on an inflation adjusted basis, IT
equipment spending accounted for more than half of the growth in
equipment spending.
e-Commerce Fuels Innovation. Technology and the Internet have played an
integral part in the economic prosperity enjoyed by the United States
during the 1990s. The anticipated growth in e-commerce has the potential
to continue fueling the need for more technological innovation as
businesses of all sizes embrace the concept of transacting business
online. When you consider that there are approximately 200 million
people connected to the Web worldwide, it only makes sense to consider
investing in the companies that make it all possible.
Genomics & Proteomics Select Portfolio Series and Genomics & Proteomics
Portfolio Series each consist of a portfolio of common stocks of
biotechnology companies and pharmaceutical companies that are actively
participating in genomics and proteomics research. Biotechnology
companies are continually trying to understand the cause of disease in
order to find appropriate treatments or even cures. Two of the more
prominent methods used to increase the speed and accuracy of drug
discovery and development are genomics and proteomics.
Genomics. Genomics refers to the study of the entire collection of human
genes. By deciphering the human genetic code, researchers hope to expose
the genes that are responsible for the disease they are targeting.
Advances in this area allow researchers to develop starting points to
treat the causes of the targeted disease.
Proteomics. Proteomics is the link between genes, proteins and disease.
Protein mediators control the gene's actions and are responsible for
normal biological functions and disease mechanisms. Many of the top
selling drugs either target proteins or are proteins. We expect data
obtained from proteomic and protein expression profiles to provide an
important level of information in contributing to the search for new
disease targets and an understanding of the biological basis of disease.
Development in this area should help to identify how the diseases start
and how they progress.
Research & Development. The essence of biotechnology lies in R&D. Since
the first biotech breakthrough in 1982, which involved genetically
engineered human insulin, nearly 100 products have come to market. The
recent advances in computer science technology have the potential to
expedite the process of moving medicines through the pipeline.
Consider the following factors:
- - The Biotechnology Industry Organization estimates that more than 200
million people worldwide have been helped by over 90 biotechnology
Page 28
products and vaccines.
- - We believe the future growth prospects for the industry are bright due
to the potential for an increased demand from an aging population that
is facing longer life expectancies.
- - There are currently over 300 products in the late stages of clinical
trials as compared to only 30 back in 1991.
- - A faster FDA approval process coupled with an increase in the length
of patent protection, from 17 to 20 years, are two positive changes
instituted to help biotechnology companies grow their businesses.
Global Technology Select Portfolio Series and Global Technology
Portfolio Series each consist of a portfolio of common stocks of
technology companies which are working to meet the potential increase in
worldwide demand for telecommunications and technology that is being
created by the e-revolution.
Although the Internet has made an astounding impact in the United
States, many other countries have been slow to embrace its potential.
Industry experts believe that this trend is about to change. According
to the Computer Industry Almanac, it is estimated that by the year 2005
the number of Internet users will have grown at such a rapid pace
outside of North America that they believe Europe will have the leading
market for Internet users. Other regions are anticipated to show strong
growth as well, with the Asia-Pacific region leading the way. Much of
this anticipated potential growth is being attributed to easier access
to the Internet through low cost PC's, Web-ready phones, and information
appliances, along with more affordable service.
A Wireless World. We expect much of the future growth in the wireless
industry to come from developing countries and remote rural villages.
Wireless technology is a far more viable means of communication for
these areas because it offers significant cost savings over the more
traditional wireline services. In fact, some European countries already
use wireless technology as their primary communication source. For
instance, in Scandinavia almost half of the population uses wireless
phones.
B2B Boom. Until recently, the media has focused its attention primarily
on companies that are engaging in business to consumer e-commerce. In
our opinion, it is now becoming apparent that business-to-business e-
commerce is growing at a much faster rate than the more consumer driven
market. By conducting business online, companies are not only removing
domestic geographical boundaries, but global boundaries as well.
Internet Infrastructure. The anticipated growth in e-commerce has the
potential to continue fueling the need for more technological innovation
as businesses of all sizes embrace the concept of transacting business
online. When you consider that there are approximately 200 million
people connected to the Web worldwide, it only makes sense to consider
investing in the companies that make it all possible.
Consider the following factors:
- - Forrester Research predicts that global online advertising spending
has the potential to increase nearly 10 fold by 2004, with an increasing
portion of the spending occurring outside of the U.S.
- - According to Visa International, the B2B e-commerce growth rate of
most European countries is anticipated to outpace their GDP growth rate
by nearly 30 times over the next several years.
- - It is estimated that corporations around the world have the potential
to experience an aggregate cost savings in excess of one trillion
dollars over the next several years by transacting business via the
Internet.
- - It is estimated that there will be approximately 250 million
subscribers to global wireless services in 2000, making it one of the
fastest growing segments of the telecommunications industry.
- - The Internet economy as a whole generated approximately $500 billion
in revenue in 1999.
Software Innovations 2000 Select Portfolio, Series 2 and Software
Innovations 2000 Portfolio, Series 3 each consist of a portfolio of
common stocks of companies that provide software products and services
to address a wide variety of business needs, including application,
computer data security, e-Business, enterprise and storage management.
The computer software industry has come a long way since the
introduction of the first operating system. Today, one of the biggest
challenges for software developers is to market products and services
that are not only compatible with hardware, but improve its functionality.
Page 29
The growing popularity of computer networking in the business community,
coupled with the anticipated growth of e-commerce on the Internet, has
boosted demand for software which can increase efficiency and
productivity.
The following factors support our positive outlook for the software
industry:
- - Y2K related spending should begin to give way to corporate investment
in other technological areas involving business application software.
- - Consumer confidence levels are near 30-year highs. This indicates that
consumers are very optimistic about the economy, which could lead to
increased spending and borrowing for such big ticket items as personal
computers and software.
- - Software companies have traditionally marketed products that addressed
back-office operations. Now that the Internet infrastructure is in
place, the focus of technology is shifting to e-commerce. E-commerce
represents a new opportunity and new challenges in the areas of front-
office and customer service management.
- - According to the U.S. Department of Commerce, core software industry
annual receipts have increased from approximately $50 billion in 1990 to
approximately $160 billion in 1998.
In our opinion, demand for software systems, such as those described in
detail below, should experience significant growth in the near future.
Enterprise Resource Planning (ERP). ERP is high-end software designed to
automate back-office operations for administrative purposes. ERP focuses
on transaction management in areas such as manufacturing, distribution,
accounting and human resources. It is estimated that 70% of Fortune
1,000 companies have either started ERP implementation or plan to by the
year 2000.
Supply-Chain Management (SCM). Supply-chain software manages the flow of
products across an entire operational spectrum ranging from raw
materials procurement to the delivery of finished goods to consumers.
SCM software helps companies forecast demand, shorten product life
cycles and reduce inventories. Relative to ERP, SCM is less costly,
takes less time to install, and tends to offer a return on investment
much faster.
Customer Relationship Management (CRM). Unlike ERP and supply-chain
software systems, which deal with back-office automation, CRM software
focuses on front-office automation. This software automates sales,
marketing, call center and field service operations. The emphasis on
managing front-office activity should apply nicely to the facilitation
of e-commerce. With the anticipated growth of e-commerce, we believe the
market for CRM could grow significantly in coming years.
World Wide Wireless Select Portfolio, Series 2 and World Wide Wireless
Portfolio, Series 2 each consist of a portfolio of common stocks of
telecommunications companies which provide products and/or services used
in wireless communications.
It is easy to see that the "Information Age" is transforming the way we
work, the way we do business and the way we live. However, the one
technology that may have the greatest impact on our lives is one that we
cannot see-wireless communications. Wireless devices are enabling us to
exchange information in ways and places we once could only dream of. The
implementation of new technologies, combined with lower prices for
wireless service, has made wireless communication possible for more
people. Much of the future growth in the wireless industry is expected
to come from developing countries and remote rural villages. Wireless
technology is a far more viable means of communications for these areas
because it offers significant cost savings over the more traditional
wireline services. In fact, some European countries already use wireless
technology as their primary communication source. For instance, in
Scandinavia almost half the population uses wireless phones.
If you take a closer look at the wireless industry, it becomes apparent
that it is truly a global industry. With the World Trade Organization's
recent agreement to open the markets of its 72 member governments to
foreign companies, there are abundant opportunities for expansion in
this industry. Just as its wireline counterparts did previously, the
wireless industry is anticipated to use mergers and acquisitions as a
means of attaining new technologies, forging strategic alliances and
reaching more consumers.
Consider the following factors:
- - It is estimated that there will be approximately 250 million
subscribers to global wireless services by 2000, making it one of the
fastest growing segments of the telecommunications industry.
Page 30
- - The number of wireless subscribers worldwide has nearly tripled over
the last three years.
- - The U.S. Telecommunications Act of 1996 and the 1997
Telecommunications Agreement, passed by the World Trade Organization,
have opened markets domestically and internationally to encourage
competition and capital investment.
- - In the United States alone, it is estimated that there could
potentially be 25 times more people using a wireless link to the
Internet by 2004.
- - Annual service revenues have increased from under $1 billion in 1985
to more than $35 billion in 1999 (estimated).
You should be aware that predictions stated herein for the above
industries or sectors may not be realized. In addition, the Securities
contained in each Trust are not intended to be representative of the
selected industry or sector as a whole and the performance of each Trust
is expected to differ from that of its comparative industry or sector.
Of course, as with any similar investments, there can be no guarantee
that the objective of the Trusts will be achieved. See "Risk Factors"
for a discussion of the risks of investing in the Trusts.
Risk Factors
Price Volatility. The Trusts invest in common stocks of U.S. and, for
certain Trusts, foreign companies. The value of a Trust's Units will
fluctuate with changes in the value of these common stocks. Common
stock prices fluctuate for several reasons including changes in
investors' perceptions of the financial condition of an issuer or the
general condition of the relevant stock market, or when political or
economic events affecting the issuers occur.
Because the Trusts are not managed, the Trustee will not sell stocks in
response to or in anticipation of market fluctuations, as is common in
managed investments. As with any investment, we cannot guarantee that
the performance of any Trust will be positive over any period of time,
especially the relatively short 18-month life of each Select Portfolio
Series, or that you won't lose money. Units of the Trusts are not
deposits of any bank and are not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency.
Certain of the Securities in the Trusts may be issued by companies with
market capitalizations of less than $1 billion. The share prices of
these small-cap companies are often more volatile than those of larger
companies as a result of several factors common to many such issuers,
including limited trading volumes, products or financial resources,
management inexperience and less publicly available information.
Dividends. There is no guarantee that the issuers of the Securities will
declare dividends in the future or that if declared they will either
remain at current levels or increase over time.
Bandwidth/Communications Industry. Because more than 25% of each of the
Bandwidth Portfolios and the World Wide Wireless Portfolios are invested
in telecommunications companies, these Trusts are considered to be
concentrated in the communications industry. A portfolio
concentrated in a single industry may present more risks than a
portfolio which is broadly diversified over several industries. The
market for high technology communications products and services is
characterized by rapidly changing technology, rapid product obsolescence
or loss of patent protection, cyclical market patterns, evolving
industry standards and frequent new product introductions. Certain
communications/bandwidth companies are subject to substantial
governmental regulation, which among other things, regulates permitted
rates of return and the kinds of services that a company may offer. The
communications industry has experienced substantial deregulation in
recent years. Deregulation may lead to fierce competition for market
share and can have a negative impact on certain companies. Competitive
pressures are intense and communications stocks can experience rapid
volatility.
Biotechnology/Pharmaceutical Industries. The Genomic & Proteomic
Portfolios are considered to be concentrated in the biotechnology
industry. Biotechnology and pharmaceutical companies are subject to
changing government regulation, including price controls, national
health insurance, managed care regulation and tax incentives or
penalties related to medical insurance premiums, which could have a
negative effect on the price and availability of their products and
services. In addition, such companies face increasing competition from
generic drug sales, the termination of their patent protection for
certain drugs and technological advances which render their products or
services obsolete. The research and development costs required to bring
Page 31
a drug to market are substantial and may include a lengthy review by the
government, with no guarantee that the product will ever go to market or
show a profit. Many of these companies may not offer certain drugs or
products for several years, and as a result, may have significant losses
of revenue and earnings.
Technology Industry. The e-Infrastructure Portfolios, the Global
Technology Portfolios and the Software Innovations 2000 Portfolios are
considered to be concentrated in the technology industry. Technology
companies are generally subject to the risks of rapidly changing
technologies; short product life cycles; fierce competition; aggressive
pricing and reduced profit margins; the loss of patent, copyright and
trademark protections; cyclical market patterns; evolving industry
standards and frequent new product introductions. Technology companies
may be smaller and less experienced companies, with limited product
lines, markets or financial resources and fewer experienced management
or marketing personnel. Technology company stocks, especially those
which are Internet-related, have experienced extreme price and volume
fluctuations that are often unrelated to their operating performance.
Also, the stocks of many Internet companies have exceptionally high
price-to-earnings ratios with little or no earnings histories.
Legislation/Litigation. From time to time, various legislative
initiatives are proposed in the United States and abroad which may have
a negative impact on certain of the companies represented in the Trusts.
In addition, litigation regarding any of the issuers of the Securities,
such as that concerning Microsoft Corporation, or of the industries
represented by such issuers may negatively impact the share prices of
these Securities. We cannot predict what impact any pending or proposed
legislation or pending or threatened litigation will have on the share
prices of the Securities.
Year 2000 Problem. Many computer systems were not designed to properly
process information and data involving dates of January 1, 2000 and
thereafter. This is commonly known as the "Year 2000 Problem." The
Trusts and their service providers do not appear to have been adversely
affected by computer problems related to the transition to the year
2000. However, these problems could arise or be discovered in the
future. We are unable to determine what impact the Year 2000 Problem has
had or will have on any of the issuers of the Securities, but you should
note that foreign issuers may have greater complications than other
issuers.
Foreign Stocks. Certain of the Securities in certain of the Trusts are
issued by foreign companies, which makes the Trusts subject to more
risks than if they invested solely in domestic common stocks. These
Securities are either directly listed on a U.S. securities exchange or
are in the form of American Depositary Receipts ("ADRs") which are
listed on a U.S. securities exchange. Risks of foreign common stocks
include higher brokerage costs; different accounting standards;
expropriation, nationalization or other adverse political or economic
developments; currency devaluations, blockages or transfer restrictions;
restrictions on foreign investments and exchange of securities;
inadequate financial information; and lack of liquidity of certain
foreign markets.
Public Offering
The Public Offering Price.
You may buy Units at the Public Offering Price, the per Unit price of
which is comprised of the following:
- - The aggregate underlying value of the Securities;
- - The amount of any cash in the Income and Capital Accounts;
- - Dividends receivable on Securities; and
- - The total sales charge (which combines an initial upfront sales charge
and a deferred sales charge).
The price you pay for your Units will differ from the amount stated
under "Summary of Essential Information" due to various factors,
including fluctuations in the prices of the Securities and changes
in the value of the Income and/or Capital Accounts.
Although you are not required to pay for your Units until three business
days following your order (the "date of settlement"), you may pay before
then. You will become the owner of Units ("Record Owner") on the date of
settlement if payment has been received. If you pay for your Units
before the date of settlement, we may use your payment during this time
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and it may be considered a benefit to us, subject to the limitations of
the Securities Exchange Act of 1934.
Organization Costs. Securities purchased with the portion of the Public
Offering Price intended to be used to reimburse the Sponsor for a
Trust's organization costs (including costs of preparing the
registration statement, the Indenture and other closing documents,
registering Units with the Securities and Exchange Commission ("SEC")
and states, the initial audit of each Trust portfolio, legal fees and
the initial fees and expenses of the Trustee) will be purchased in the
same proportionate relationship as all the Securities contained in a
Trust. Securities will be sold to reimburse the Sponsor for a Trust's
organization costs at the earlier of six months after the Initial Date
of Deposit or the end of the initial offering period (a significantly
shorter time period than the life of the Trusts). During the period
ending with the earlier of six months after the Initial Date of Deposit
or the end of the initial offering period, there may be a decrease in
the value of the Securities. To the extent the proceeds from the sale of
these Securities are insufficient to repay the Sponsor for Trust
organization costs, the Trustee will sell additional Securities to allow
a Trust to fully reimburse the Sponsor. In that event, the net asset
value per Unit of a Trust will be reduced by the amount of additional
Securities sold. Although the dollar amount of the reimbursement due to
the Sponsor will remain fixed and will never exceed the per Unit amount
set forth for a Trust in "Notes to Statements of Net Assets," this will
result in a greater effective cost per Unit to Unit holders for the
reimbursement to the Sponsor. To the extent actual organization costs
are less than the estimated amount, only the actual organization costs
will be deducted from the assets of a Trust. When Securities are sold to
reimburse the Sponsor for organization costs, the Trustee will sell
Securities, to the extent practicable, which will maintain the same
proportionate relationship among the Securities contained in a Trust as
existed prior to such sale.
Minimum Purchase.
The minimum amount you can purchase of a Trust is $1,000 worth of Units
($500 if you are purchasing Units for your Individual Retirement Account
or any other qualified retirement plan).
Sales Charges.
The sales charge you will pay has both an initial and a deferred
component. The initial sales charge, which you will pay at the time of
purchase, is initially equal to approximately 1.00% of the Public
Offering Price of a Unit, but will vary with the purchase price of your
Units. When the Public Offering Price exceeds $10.00 per Unit, the
initial sales charge will exceed 1.00% of the Public Offering Price.
This initial sales charge is actually the difference between the maximum
sales charge (3.25% of the Public Offering Price in the case of the
Select Portfolio Series and 4.50% of the Public Offering Price in the
case of the Portfolio Series) and the maximum remaining deferred sales
charge (initially equal to $.225 per Unit in the case of the Select
Portfolio Series and $.350 per Unit in the case of the Portfolio
Series). The initial sales charge will vary from 1.00% with changes in
the aggregate underlying value of the Securities, changes in the Income
and Capital Accounts and as deferred sales charge payments are made.
Monthly Deferred Sales Charge. In addition, five monthly deferred sales
charge payments of $.045 per Unit in the case of each Select Portfolio
Series or $.07 per Unit in the case of each Portfolio Series will be
deducted from a Trust's assets on approximately the 20th day of each
month from October 20, 2000 through February 20, 2001. If you buy Units
at a price of less than $10.00 per Unit, the dollar amount of the
deferred sales charge will not change, but the deferred sales charge on
a percentage basis will be more than 2.25% of the Public Offering Price
in the case of each Select Portfolio Series or more than 3.5% of the
Public Offering Price in the case of each Portfolio Series.
If you purchase Units after the last deferred sales charge payment has
been assessed, your sales charge will consist of a one-time initial
sales charge of 3.25% of the Public Offering Price per Unit (equivalent
to 3.359% of the net amount invested) for each Select Portfolio Series
and 4.50% of the Public Offering Price per Unit (equivalent to 4.712% of
the net amount invested) for each Portfolio Series. For each Portfolio
Series, the sales charge will be reduced by 1/2 of 1% on each subsequent
March 31, commencing March 31, 2001, to a minimum sales charge of 3.00%.
Discounts for Certain Persons.
If you invest at least $50,000 (except if you are purchasing for a "wrap
fee account" as described below), the maximum sales charge is reduced as
follows for each Select Portfolio Series:
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Your maximum
If you invest sales charge
(in thousands):* will be:
_________________ ____________
$50 but less than $100 3.00%
$100 but less than $150 2.75%
$150 but less than $500 2.40%
$500 but less than $1,000 2.25%
$1,000 or more 1.50%
For each Portfolio Series:
Your maximum
If you invest sales charge
(in thousands):* will be:
_________________ ____________
$50 but less than $100 4.25%
$100 but less than $250 4.00%
$250 but less than $500 3.50%
$500 or more 2.50%
* Breakpoint sales charges are also applied on a Unit basis utilizing a
breakpoint equivalent in the above table of $10 per Unit and will be
applied on whichever basis is more favorable to the investor. The
breakpoints will be adjusted to take into consideration purchase orders
stated in dollars which cannot be completely fulfilled due to the
requirement that only whole Units be issued.
The reduced sales charge for quantity purchases will apply only to
purchases made by the same person on any one day from any one dealer. To
help you reach the above levels, you can combine the Units you purchase
of the Trusts in this prospectus with any other same day purchases of
other trusts for which we are Principal Underwriter and are currently in
the initial offering period. In addition, we will also consider Units
you purchase in the name of your spouse or child under 21 years of age
to be purchases by you. The reduced sales charges will also apply to a
trustee or other fiduciary purchasing Units for a single trust estate or
single fiduciary account. You must inform your dealer of any combined
purchases before the sale in order to be eligible for the reduced sales
charge. Any reduced sales charge is the responsibility of the party
making the sale.
If you own units of any other unit investment trusts sponsored by us you
may use your redemption or termination proceeds from these trusts to
purchase Units of the Trusts subject only to any remaining deferred
sales charge to be collected on Units of the Trusts. Please note that
you will be charged the amount of any remaining deferred sales charge on
units you redeem when you redeem them.
The following persons may purchase Units at the Public Offering Price
less the applicable dealer concession:
- - Employees, officers and directors of the Sponsor, our related
companies, dealers and their affiliates, and vendors providing services
to us.
- - Immediate family members of the above (spouses, children,
grandchildren, parents, grandparents, siblings, mothers-in-law, fathers-
in-law, sons-in-law, daughters-in-law, brothers-in-law and sisters-in-
law, and trustees, custodians or fiduciaries for the benefit of such
persons).
If you purchase Units through registered broker/dealers who charge
periodic fees in lieu of commissions or who charge for financial
planning, investment advisory or asset management services or provide
these services as part of an investment account where a comprehensive
"wrap fee" charge is imposed, your Units will only be assessed that
portion of the sales charge retained by the Sponsor, .5% of the Public
Offering Price for each Select Portfolio Series and 1.3% of the Public
Offering Price for each Portfolio Series (1.0% in certain
circumstances). This discount for "wrap fee" purchases is available
whether or not you purchase Units with the Wrap CUSIP. However, if you
purchase Units with the Wrap CUSIP, you should be aware that all
distributions of income and/or capital will be automatically reinvested
into additional Units of your Trust subject only to that portion of the
sales charge retained by the Sponsor. See "Distribution of Units-Dealer
Concessions."
You will be charged the deferred sales charge per Unit regardless of any
discounts. However, if you are eligible to receive a discount such that
the maximum sales charge you must pay is less than the applicable
maximum deferred sales charge, you will be credited the difference
between your maximum sales charge and the maximum deferred sales charge
at the time you buy your Units.
The Value of the Securities.
The Evaluator will appraise the aggregate underlying value of the
Securities in a Trust as of the Evaluation Time on each business day and
will adjust the Public Offering Price of the Units according to this
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valuation. This Public Offering Price will be effective for all orders
received before the Evaluation Time on each such day. If we or the
Trustee receive orders for purchases, sales or redemptions after that
time, or on a day which is not a business day, they will be held until
the next determination of price. The term "business day" as used in this
prospectus will exclude Saturdays, Sundays and certain national holidays
on which the NYSE is closed.
The aggregate underlying value of the Securities in a Trust will be
determined as follows: if the Securities are listed on a securities
exchange or The Nasdaq Stock Market, their value is generally based on
the closing sale prices on that exchange or system (unless it is
determined that these prices are not appropriate as a basis for
valuation). However, if there is no closing sale price on that exchange
or system, they are valued based on the closing ask prices. If the
Securities are not so listed, or, if so listed and the principal market
for them is other than on that exchange or system, their value will
generally be based on the current ask prices on the over-the-counter
market (unless it is determined that these prices are not appropriate as
a basis for valuation). If current ask prices are unavailable, the
valuation is generally determined:
a) On the basis of current ask prices for comparable securities;
b) By appraising the value of the Securities on the ask side of the
market; or
c) By any combination of the above.
After the initial offering period is over, the aggregate underlying
value of the Securities will be determined as set forth above, except
that bid prices are used instead of ask prices when necessary.
Distribution of Units
We intend to qualify Units of the Trusts for sale in a number of states.
All Units will be sold at the then current Public Offering Price.
Dealer Concessions.
For each Select Portfolio Series, dealers and other selling agents can
purchase Units at prices which reflect a concession or agency commission
of 2.75% of the Public Offering Price per Unit. However, for Units sold
subject only to any remaining deferred sales charge, the amount will be
reduced to $0.175 per Unit for Units sold subject to the maximum
deferred sales charge or 78% of the then current maximum remaining
deferred sales charge on Units sold subject to less than the maximum
deferred sales charge.
For each Portfolio Series, dealers and other selling agents can purchase
Units at prices which reflect a concession or agency commission of 3.2%
of the Public Offering Price per Unit (or 65% of the maximum sales
charge after March 31, 2001). However, dealers and other selling agents
will receive a concession on the sale of Units subject only to any
remaining deferred sales charge equal to $.22 per Unit on Units sold
subject to the maximum deferred sales charge or 63% of the then current
maximum remaining deferred sales charge on Units sold subject to less
than the maximum deferred sales charge. Dealers and other selling agents
will receive an additional volume concession or agency commission on the
sale of Portfolio Series Units equal to .30% of the Public Offering
Price if they purchase at least $100,000 worth of Units of each
Portfolio Series on the Initial Date of Deposit or $250,000 on any day
thereafter or if they were eligible to receive a similar concession in
connection with sales of similarly structured trusts sponsored by us
which are currently in the initial offering period.
Dealers and other selling agents who sell Units of a Trust during the
initial offering period in the dollar amounts shown below will be
entitled to the following additional sales concessions as a percentage
of the Public Offering Price:
Total Sales Additional
(in millions): Concession:
_________________ ___________
$1 but less than $10 .20%
$10 or more .30%
Dealers and other selling agents can combine Units of a Select Portfolio
Series and its related Portfolio Series they sell for purposes of
reaching the additional concessions levels set forth in the above table.
For all Trusts, dealers and other selling agents who, during any
consecutive 12-month period, sell at least $2 billion worth of primary
market units of unit investment trusts sponsored by us will receive a
concession of $30,000 in the month following the achievement of this
level. We reserve the right to change the amount of concessions or
Page 35
agency commissions from time to time. Certain commercial banks may be
making Units of the Trusts available to their customers on an agency
basis. A portion of the sales charge paid by these customers is kept by
or given to the banks in the amounts shown above.
Award Programs.
From time to time we may sponsor programs which provide awards to a
dealer's registered representatives who have sold a minimum number of
Units during a specified time period. We may also pay fees to qualifying
dealers for services or activities which are meant to result in sales of
Units of the Trusts. In addition, we will pay to dealers who sponsor
sales contests or recognition programs that conform to our criteria, or
participate in our sales programs, amounts equal to no more than the
total applicable sales charge on Units sold by such persons during such
programs. We make these payments out of our own assets and not out of
Trust assets. These programs will not change the price you pay for your
Units.
Investment Comparisons.
From time to time we may compare the estimated returns of the Trusts
(which may show performance net of the expenses and charges the Trusts
would have incurred) and returns over specified periods of other similar
trusts we sponsor in our advertising and sales materials, with (1)
returns on other taxable investments such as the common stocks
comprising various market indexes, corporate or U.S. Government bonds,
bank CDs and money market accounts or funds, (2) performance data from
Morningstar Publications, Inc. or (3) information from publications such
as Money, The New York Times, U.S. News and World Report, BusinessWeek,
Forbes or Fortune. The investment characteristics of each Trust differ
from other comparative investments. You should not assume that these
performance comparisons will be representative of a Trust's future
performance.
The Sponsor's Profits
We will receive a gross sales commission equal to the maximum sales
charge per Unit of a Trust less any reduced sales charge as stated in
"Public Offering." Also, any difference between our cost to purchase the
Securities and the price at which we sell them to a Trust is considered
a profit or loss (see Note 2 of "Notes to Schedules of Investments").
During the initial offering period, dealers and others may also realize
profits or sustain losses as a result of fluctuations in the Public
Offering Price they receive when they sell the Units.
In maintaining a market for the Units, any difference between the price
at which we purchase Units and the price at which we sell or redeem them
will be a profit or loss to us.
The Secondary Market
Although not obligated, we intend to maintain a market for the Units
after the initial offering period and continuously offer to purchase
Units at prices based on the Redemption Price per Unit.
We will pay all expenses to maintain a secondary market, except the
Evaluator fees, Trustee costs to transfer and record the ownership of
Units and in the case of each Portfolio Series, costs incurred in
annually updating each Portfolio Series' registration statements. We may
discontinue purchases of Units at any time. IF YOU WISH TO DISPOSE OF
YOUR UNITS, YOU SHOULD ASK US FOR THE CURRENT MARKET PRICES BEFORE
MAKING A TENDER FOR REDEMPTION TO THE TRUSTEE. If you sell or redeem
your Units before you have paid the total deferred sales charge on your
Units, you will have to pay the remainder at that time.
How We Purchase Units
The Trustee will notify us of any tender of Units for redemption. If our
bid at that time is equal to or greater than the Redemption Price per
Unit, we may purchase the Units. You will receive your proceeds from the
sale no later than if they were redeemed by the Trustee. We may tender
Units that we hold to the Trustee for redemption as any other Units. If
we elect not to purchase Units, the Trustee may sell tendered Units in
the over-the-counter market, if any. However, the amount you will
receive is the same as you would have received on redemption of the Units.
Expenses and Charges
The estimated annual expenses of each Trust are listed under "Fee
Table." If actual expenses of a Trust exceed the estimate, that Trust
will bear the excess. The Trustee will pay operating expenses of a Trust
from the Income Account of such Trust if funds are available, and then
Page 36
from the Capital Account. The Income and Capital Accounts are
noninterest-bearing to Unit holders, so the Trustee may earn interest on
these funds, thus benefiting from their use.
As Sponsor, we will be compensated for providing bookkeeping and other
administrative services to the Trusts, and will receive brokerage fees
when a Trust uses us (or an affiliate of ours) as agent in buying or
selling Securities. For each Portfolio Series, legal, typesetting,
electronic filing and regulatory filing fees and expenses associated
with updating those Trusts' registration statements yearly are also now
chargeable to such Trusts. Historically, we paid these fees and
expenses. There are no such fees and expenses that will be charged to
each Select Portfolio Series. First Trust Advisors L.P., an affiliate of
ours, acts as both Portfolio Supervisor and Evaluator to the Trusts and
will receive the fees set forth under "Fee Table" for providing
portfolio supervisory and evaluation services to the Trusts. In
providing portfolio supervisory services, the Portfolio Supervisor may
purchase research services from a number of sources, which may include
underwriters or dealers of the Trusts.
The fees payable to us, First Trust Advisors L.P. and the Trustee are
based on the largest aggregate number of Units of a Trust outstanding at
any time during the calendar year, except during the initial offering
period, in which case these fees are calculated based on the largest
number of Units outstanding during the period for which compensation is
paid. These fees may be adjusted for inflation without Unit holders'
approval, but in no case will the annual fees paid to us or our
affiliates for providing a given service to all unit investment trusts
for which we provide such services be more than the actual cost of
providing such services in such year.
As Sponsor, we will receive a fee from each Trust for creating and
developing the Trusts, including determining each Trust's objectives,
policies, composition and size, selecting service providers and
information services and for providing other similar administrative and
ministerial functions. Each Trust pays this "creation and development
fee" as a percentage of that Trust's average daily net asset value
during the life of such Trust. In connection with the creation and
development fee, in no event will the Sponsor collect over the life of a
Trust more than .75% in the case of the Select Portfolio Series or more
than 2.75% in the case of the Portfolio Series of a Unit holder's
initial investment. We do not use this fee to pay distribution expenses
or as compensation for sales efforts.
In addition to a Trust's operating expenses and those fees described
above, each Trust may also incur the following charges:
- - All legal and annual auditing expenses of the Trustee according to its
responsibilities under the Indenture;
- - The expenses and costs incurred by the Trustee to protect a Trust and
your rights and interests;
- - Fees for any extraordinary services the Trustee performed under the
Indenture;
- - Payment for any loss, liability or expense the Trustee incurred
without negligence, bad faith or willful misconduct on its part, in
connection with its acceptance or administration of a Trust;
- - Payment for any loss, liability or expenses we incurred without
negligence, bad faith or willful misconduct in acting as Depositor of a
Trust; and/or
- - All taxes and other government charges imposed upon the Securities or
any part of a Trust.
The above expenses and the Trustee's annual fee are secured by a lien on
the Trusts. Since the Securities are all common stocks and dividend
income is unpredictable, we cannot guarantee that dividends will be
sufficient to meet any or all expenses of the Trusts. If there is not
enough cash in the Income or Capital Account, the Trustee has the power
to sell Securities in a Trust to make cash available to pay these
charges which may result in capital gains or losses to you. See "Tax
Status."
Each Portfolio Series will be audited annually. So long as we are making
a secondary market for Units, we will bear the cost of these annual
audits to the extent the costs exceed $0.0050 per Unit. Otherwise, each
Portfolio Series will pay for the audit. You can request a copy of the
audited financial statements from the Trustee.
Tax Status
This section summarizes some of the main U.S. federal income tax
consequences of owning Units of the Trusts. This section is current as
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of the date of this prospectus. Tax laws and interpretations change
frequently, and these summaries do not describe all of the tax
consequences to all taxpayers. For example, these summaries generally do
not describe your situation if you are a non-U.S. person, a
broker/dealer, or other investor with special circumstances. In
addition, this section does not describe your state or foreign taxes. As
with any investment, you should consult your own tax professional about
your particular consequences.
Trust Status.
The Trusts will not be taxed as corporations for federal income tax
purposes. As a Unit owner, you will be treated as the owner of a pro
rata portion of the Securities and other assets held by your Trust, and
as such you will be considered to have received a pro rata share of
income (i.e., dividends and capital gains, if any) from each Security
when such income is considered to be received by your Trust. This is
true even if you elect to have your distributions automatically
reinvested into additional Units. In addition, the income from a Trust
which you must take into account for federal income tax purposes is not
reduced by amounts used to pay a deferred sales charge.
Your Tax Basis and Income or Loss upon Disposition.
If your Trust disposes of Securities, you will generally recognize gain
or loss. If you dispose of your Units or redeem your Units for cash, you
will also generally recognize gain or loss. To determine the amount of
this gain or loss, you must subtract your tax basis in the related
Securities from your share of the total amount received in the
transaction. You can generally determine your initial tax basis in each
Security or other Trust asset by apportioning the cost of your Units
among each Security or other Trust asset ratably according to their
value on the date you purchase your Units. In certain circumstances,
however, you may have to adjust your tax basis after you purchase your
Units (for example, in the case of certain dividends that exceed a
corporation's accumulated earnings and profits).
If you are an individual, the maximum marginal federal tax rate for net
capital gain is generally 20% (10% for certain taxpayers in the lowest
tax bracket). Net capital gain equals net long-term capital gain minus
net short-term capital loss for the taxable year. Capital gain or loss
is long-term if the holding period for the asset is more than one year
and is short-term if the holding period for the asset is one year or
less. You must exclude the date you purchase your Units to determine the
holding period of your Units. The tax rates for capital gains realized
from assets held for one year or less are generally the same as for
ordinary income. The tax code may, however, treat certain capital gains
as ordinary income in special situations.
In-Kind Distributions.
Under certain circumstances, you may request a distribution of
Securities (an "In-Kind Distribution") when you redeem your Units or at
a Trust's termination. If you request an In-Kind Distribution you will
be responsible for any expenses related to this distribution. By
electing to receive an In-Kind Distribution, you will receive whole
shares of stock plus, possibly, cash.
You will not recognize gain or loss if you only receive Securities in
exchange for your pro rata portion of the Securities held by a Trust.
However, if you also receive cash in exchange for a fractional share of
a Security held by a Trust, you will generally recognize gain or loss
based on the difference between the amount of cash you receive and your
tax basis in such fractional share of the Security.
Limitations on the Deductibility of Trust Expenses.
Generally, for federal income tax purposes, you must take into account
your full pro rata share of a Trust's income, even if some of that
income is used to pay Trust expenses. You may deduct your pro rata share
of each expense paid by a Trust to the same extent as if you directly
paid the expense. You may, however, be required to treat some or all of
the expenses of the Trusts as miscellaneous itemized deductions.
Individuals may only deduct certain miscellaneous itemized deductions to
the extent they exceed 2% of adjusted gross income.
Foreign, State and Local Taxes.
Some distributions by a Trust may be subject to foreign withholding
taxes. Any dividends withheld will nevertheless be treated as income to
you. However, because you are deemed to have paid directly your share of
foreign taxes that have been paid or accrued by a Trust, you may be
entitled to a foreign tax credit or deduction for U.S. tax purposes with
respect to such taxes.
Under the existing income tax laws of the State and City of New York,
the Trusts will not be taxed as corporations, and the income of the
Page 38
Trusts will be treated as the income of the Unit holders in the same
manner as for federal income tax purposes.
Retirement Plans
You may purchase Units of the Trusts for:
- - Individual Retirement Accounts;
- - Keogh Plans;
- - Pension funds; and
- - Other tax-deferred retirement plans.
Generally, the federal income tax on capital gains and income received
in each of the above plans is deferred until you receive distributions.
These distributions are generally treated as ordinary income but may, in
some cases, be eligible for special averaging or tax-deferred rollover
treatment. Before participating in a plan like this, you should review
the tax laws regarding these plans and consult your attorney or tax
advisor. Brokerage firms and other financial institutions offer these
plans with varying fees and charges.
Rights of Unit Holders
Unit Ownership.
The Trustee will treat as Record Owner of Units persons registered as
such on its books. It is your responsibility to notify the Trustee when
you become Record Owner, but normally your broker/dealer provides this
notice. You may elect to hold your Units in either certificated or
uncertificated form.
Certificated Units. When you purchase your Units you can request that
they be evidenced by certificates, which will be delivered shortly after
your order. Certificates will be issued in fully registered form,
transferable only on the books of the Trustee in denominations of one
Unit or any multiple thereof. You can transfer or redeem your
certificated Units by endorsing and surrendering the certificate to the
Trustee, along with a written instrument of transfer. You must sign your
name exactly as it appears on the face of the certificate with your
signature guaranteed by an eligible institution. In certain cases the
Trustee may require additional documentation before they will transfer
or redeem your Units.
You may be required to pay a nominal fee to the Trustee for each
certificate reissued or transferred, and to pay any government charge
that may be imposed for each transfer or exchange. If a certificate gets
lost, stolen or destroyed, you may be required to furnish indemnity to
the Trustee to receive replacement certificates. You must surrender
mutilated certificates to the Trustee for replacement.
Uncertificated Units. You may also choose to hold your Units in
uncertificated form. If you choose this option, the Trustee will
establish an account for you and credit your account with the number of
Units you purchase. Within two business days of the issuance or transfer
of Units held in uncertificated form, the Trustee will send you:
- - A written initial transaction statement containing a description of
the Trust;
- - A list of the number of Units issued or transferred;
- - Your name, address and Taxpayer Identification Number ("TIN");
- - A notation of any liens or restrictions of the issuer and any adverse
claims; and
- - The date the transfer was registered.
Uncertificated Units may be transferred the same way as certificated
Units, except that no certificate needs to be presented to the Trustee.
Also, no certificate will be issued when the transfer takes place unless
you request it. You may at any time request that the Trustee issue
certificates for your Units.
Unit Holder Reports.
In connection with each distribution, the Trustee will provide you with
a statement detailing the per Unit amount of income (if any)
distributed. After the end of each calendar year, the Trustee will
provide you with the following information:
- - A summary of transactions in your Trust for the year;
- - A list of any Securities sold during the year and the Securities held
at the end of that year by your Trust;
- - The Redemption Price per Unit, computed on the 31st day of December of
such year (or the last business day before); and
- - Amounts of income and capital distributed during the year.
You may request from the Trustee copies of the evaluations of the
Securities as prepared by the Evaluator to enable you to comply with
federal and state tax reporting requirements.
Page 39
Income and Capital Distributions
You will begin receiving distributions on your Units only after you
become a Record Owner. The Trustee will credit dividends received on a
Trust's Securities to the Income Account of such Trust. All other
receipts, such as return of capital, are credited to the Capital Account
of such Trust.
The Trustee will distribute any net income in the Income Account on or
near the Income Distribution Dates to Unit holders of record on the
preceding Income Distribution Record Date. See "Summary of Essential
Information." No income distribution will be paid if accrued expenses of
a Trust exceed amounts in the Income Account on the Income Distribution
Dates. Distribution amounts will vary with changes in a Trust's fees and
expenses, in dividends received and with the sale of Securities. The
Trustee will distribute amounts in the Capital Account, net of amounts
designated to meet redemptions, pay the deferred sales charge or pay
expenses on the last day of each month to Unit holders of record on the
fifteenth day of each month provided the amount equals at least $1.00
per 100 Units. If the Trustee does not have your TIN, it is required to
withhold a certain percentage of your distribution and deliver such
amount to the Internal Revenue Service ("IRS"). You may recover this
amount by giving your TIN to the Trustee, or when you file a tax return.
However, you should check your statements to make sure the Trustee has
your TIN to avoid this "back-up withholding."
We anticipate that there will be enough money in the Capital Account of
a Trust to pay the deferred sales charge. If not, the Trustee may sell
Securities to meet the shortfall.
Within a reasonable time after a Trust is terminated, you will receive
the pro rata share of the money from the sale of the Securities.
However, if you are eligible, you may elect to receive an In-Kind
Distribution as described under "Amending or Terminating the Indenture."
You will receive a pro rata share of any other assets remaining in your
Trust after deducting any unpaid expenses.
The Trustee may establish reserves (the "Reserve Account") within a
Trust to cover anticipated state and local taxes or any governmental
charges to be paid out of such Trust.
Distribution Reinvestment Option. You may elect to have each
distribution of income and/or capital reinvested into additional Units
of your Trust by notifying the Trustee at least 10 days before any
Record Date. Distributions on Units identified by the Wrap CUSIP will be
automatically reinvested into additional Units of your Trust. Each later
distribution of income and/or capital on your Units will be reinvested
by the Trustee into additional Units of your Trust. You will have to pay
the remaining deferred sales charge on any Units acquired pursuant to
this distribution reinvestment option. This option may not be available
in all states.PLEASE NOTE THAT EVEN IF YOU REINVEST DISTRIBUTIONS, THEY
ARE STILL CONSIDERED DISTRIBUTIONS FOR INCOME TAX PURPOSES.
Redeeming Your Units
You may redeem all or a portion of your Units at any time by sending the
certificates representing the Units you want to redeem to the Trustee at
its unit investment trust office. If your Units are uncertificated, you
need only deliver a request for redemption to the Trustee. In either
case, the certificates or the redemption request must be properly
endorsed with proper instruments of transfer and signature guarantees as
explained in "Rights of Unit Holders-Unit Ownership" (or by providing
satisfactory indemnity if the certificates were lost, stolen, or
destroyed). No redemption fee will be charged, but you are responsible
for any governmental charges that apply. Three business days after the
day you tender your Units (the "Date of Tender") you will receive cash
in an amount for each Unit equal to the Redemption Price per Unit
calculated at the Evaluation Time on the Date of Tender.
The Date of Tender is considered to be the date on which the Trustee
receives your certificates or redemption request (if such day is a day
the NYSE is open for trading). However, if your certificates or
redemption request are received after 4:00 p.m. Eastern time (or after
any earlier closing time on a day on which the NYSE is scheduled in
advance to close at such earlier time), the Date of Tender is the next
day the NYSE is open for trading.
Any amounts paid on redemption representing income will be withdrawn
from the Income Account if funds are available for that purpose, or from
the Capital Account. All other amounts paid on redemption will be taken
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from the Capital Account. The IRS will require the Trustee to withhold a
portion of your redemption proceeds if it does not have your TIN, as
generally discussed under "Income and Capital Distributions."
If you tender 1,000 Units or more for redemption, rather than receiving
cash, you may elect to receive an In-Kind Distribution in an amount
equal to the Redemption Price per Unit by making this request in writing
to the Trustee at the time of tender. However, no In-Kind Distribution
requests submitted during the nine business days prior to a Trust's
Mandatory Termination Date will be honored. Where possible, the Trustee
will make an In-Kind Distribution by distributing each of the Securities
in book-entry form to your bank or broker/dealer account at the
Depository Trust Company. The Trustee will subtract any customary
transfer and registration charges from your In-Kind Distribution. As a
tendering Unit holder, you will receive your pro rata number of whole
shares of the Securities that make up the portfolio, and cash from the
Capital Account equal to the fractional shares to which you are entitled.
The Trustee may sell Securities to make funds available for redemption.
If Securities are sold, the size and diversification of a Trust will be
reduced. These sales may result in lower prices than if the Securities
were sold at a different time.
Your right to redeem Units (and therefore, your right to receive
payment) may be delayed:
- - If the NYSE is closed (other than customary weekend and holiday
closings);
- - If the SEC determines that trading on the NYSE is restricted or that
an emergency exists making sale or evaluation of the Securities not
reasonably practical; or
- - For any other period permitted by SEC order.
The Trustee is not liable to any person for any loss or damage which may
result from such a suspension or postponement.
The Redemption Price.
The Redemption Price per Unit is determined by the Trustee by:
adding
1. cash in the Income and Capital Accounts of a Trust not designated to
purchase Securities;
2. the aggregate value of the Securities held in a Trust; and
3. dividends receivable on the Securities trading ex-dividend as of the
date of computation; and
deducting
1. any applicable taxes or governmental charges that need to be paid out
of a Trust;
2. any amounts owed to the Trustee for its advances;
3. estimated accrued expenses of a Trust, if any;
4. cash held for distribution to Unit holders of record of a Trust as of
the business day before the evaluation being made;
5. liquidation costs for foreign Securities, if any; and
6. other liabilities incurred by a Trust; and
dividing
1. the result by the number of outstanding Units of a Trust.
Any remaining deferred sales charge on the Units when you redeem them
will be deducted from your redemption proceeds. In addition, until the
earlier of six months after the Initial Date of Deposit or the end of
the initial offering period, the Redemption Price per Unit will include
estimated organization costs as set forth under "Fee Table."
Removing Securities from a Trust
The portfolios of the Trusts are not managed. However, we may, but are
not required to, direct the Trustee to dispose of a Security in certain
limited circumstances, including situations in which:
- - The issuer of the Security defaults in the payment of a declared
dividend;
- - Any action or proceeding prevents the payment of dividends;
- - There is any legal question or impediment affecting the Security;
- - The issuer of the Security has breached a covenant which would affect
the payment of dividends, the issuer's credit standing, or otherwise
damage the sound investment character of the Security;
- - The issuer has defaulted on the payment of any other of its
outstanding obligations;
- - There has been a public tender offer made for a Security or a merger
or acquisition is announced affecting a Security, and that in our
opinion the sale or tender of the Security is in the best interest of
Unit holders; or
- - The price of the Security has declined to such an extent, or such
other credit factors exist, that in our opinion keeping the Security
would be harmful to a Trust.
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Except in the limited instance in which a Trust acquires Replacement
Securities, as described in "The FT Series," a Trust may not acquire any
securities or other property other than the Securities. The Trustee, on
behalf of the Trusts, will reject any offer for new or exchanged
securities or property in exchange for a Security, such as those
acquired in a merger or other transaction. If such exchanged securities
or property are nevertheless acquired by a Trust, at our instruction,
they will either be sold or held in such Trust. In making the
determination as to whether to sell or hold the exchanged securities or
property we may get advice from each Portfolio Supervisor. Any proceeds
received from the sale of Securities, exchanged securities or property
will be credited to the Capital Account for distribution to Unit holders
or to meet redemption requests. The Trustee may retain and pay us or an
affiliate of ours to act as agent for a Trust to facilitate selling
Securities, exchanged securities or property from the Trusts. If we or
our affiliate act in this capacity, we will be held subject to the
restrictions under the Investment Company Act of 1940, as amended.
The Trustee may sell Securities designated by us or, absent our
direction, at its own discretion, in order to meet redemption requests
or pay expenses. In designating Securities to be sold, we will try to
maintain the proportionate relationship among the Securities. If this is
not possible, the composition and diversification of a Trust may be
changed. To get the best price for a Trust we may specify minimum
amounts (generally 100 shares) in which blocks of Securities are to be
sold. We may consider sales of units of unit investment trusts which we
sponsor when we make recommendations to the Trustee as to which
broker/dealers they select to execute a Trust's portfolio transactions,
or when acting as agent for a Trust in acquiring or selling Securities
on behalf of the Trusts.
Amending or Terminating the Indenture
Amendments. The Indenture may be amended by us and the Trustee 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 interests (as determined by us and the Trustee).
Termination. As provided by the Indenture, the Trusts will terminate on
the Mandatory Termination Date as stated in the "Summary of Essential
Information" for each Trust. The Trusts may be terminated earlier:
- - Upon the consent of 100% of the Unit holders of a Trust;
- - If the value of the Securities owned by a Trust as shown by any
evaluation is less than the lower of $2,000,000 or 20% of the total
value of Securities deposited in such Trust during the initial offering
period ("Discretionary Liquidation Amount"); or
- - In the event that Units of a Trust not yet sold aggregating more than
60% of the Units of such Trust are tendered for redemption by
underwriters, including the Sponsor.
Prior to termination, the Trustee will send written notice to all Unit
holders which will specify how you should tender your certificates, if
any, to the Trustee. If a Trust is terminated due to this last reason,
we will refund your entire sales charge; however, termination of a Trust
before the Mandatory Termination Date for any other stated reason will
result in all remaining unpaid deferred sales charges on your Units
being deducted from your termination proceeds. For various reasons, a
Trust may be reduced below the Discretionary Liquidation Amount and
could therefore be terminated before the Mandatory Termination Date.
Unless terminated earlier, the Trustee will begin to sell Securities in
connection with the termination of a Trust during the period beginning
nine business days prior to, and no later than, the Mandatory
Termination Date. We will determine the manner and timing of the sale of
Securities. Because the Trustee must sell the Securities within a
relatively short period of time, the sale of Securities as part of the
termination process may result in a lower sales price than might
otherwise be realized if such sale were not required at this time.
If you own at least 1,000 Units of a Trust the Trustee will send you a
form at least 30 days prior to the Mandatory Termination Date which will
enable you to receive an In-Kind Distribution (reduced by customary
transfer and registration charges) rather than the typical cash
distribution. See "Tax Status" for additional information. You must
Page 42
notify the Trustee at least ten business days prior to the Mandatory
Termination Date if you elect this In-Kind Distribution option. If you
do not elect to participate in the In-Kind Distribution option, you will
receive a cash distribution from the sale of the remaining Securities,
along with your interest in the Income and Capital Accounts, within a
reasonable time after such Trust is terminated. Regardless of the
distribution involved, the Trustee will deduct from the Trusts any
accrued costs, expenses, advances or indemnities provided for by the
Indenture, including estimated compensation of the Trustee and costs of
liquidation and any amounts required as a reserve to pay any taxes or
other governmental charges.
Information on the Sponsor, Trustee and Evaluator
The Sponsor.
We, Nike Securities L.P., specialize in the underwriting, trading and
wholesale distribution of unit investment trusts under the "First Trust"
brand name and other securities. An Illinois limited partnership formed
in 1991, we act as Sponsor for successive series of:
- - The First Trust Combined Series
- - FT Series (formerly known as The First Trust Special Situations Trust)
- - The First Trust Insured Corporate Trust
- - The First Trust of Insured Municipal Bonds
- - The First Trust GNMA
First Trust introduced the first insured unit investment trust in 1974.
To date we have deposited more than $27 billion in First Trust unit
investment trusts. Our employees include a team of professionals with
many years of experience in the unit investment trust industry.
We are a member of the National Association of Securities Dealers, Inc.
and Securities Investor Protection Corporation. Our principal offices
are at 1001 Warrenville Road, Lisle, Illinois 60532; telephone number
(630) 241-4141. As of December 31, 1999, the total partners' capital of
Nike Securities L.P. was $19,881,035 (audited).
This information refers only to us and not to the Trusts or to any
series of the Trusts or to any other dealer. We are including this
information only to inform you of our financial responsibility and our
ability to carry out our contractual obligations. We will provide more
detailed financial information on request.
Code of Ethics. The Sponsor and the Trusts have adopted a code of
ethics requiring the Sponsor's employees who have access to information
on Trust transactions to report personal securities trasactions. The
purpose of the code is to avoid potential conflicts of interest and to
prevent fraud, deception or misconduct with respect to the Trusts.
The Trustee.
The Trustee is The Chase Manhattan Bank, with its principal executive
office located at 270 Park Avenue, New York, New York 10017 and its unit
investment trust office at 4 New York Plaza, 6th Floor, New York, New
York, 10004-2413. If you have questions regarding the Trusts, you may
call the Customer Service Help Line at 1-800-682-7520. The Trustee is
supervised by the Superintendent of Banks of the State of New York, the
Federal Deposit Insurance Corporation and the Board of Governors of the
Federal Reserve System.
The Trustee has not participated in selecting the Securities for the
Trusts; it only provides administrative services.
Limitations of Liabilities of Sponsor and Trustee.
Neither we nor the Trustee will be liable for taking any action or for
not taking any action in good faith according to the Indenture. We will
also not be accountable for errors in judgment. We will only be liable
for our own willful misfeasance, bad faith, gross negligence (ordinary
negligence in the Trustee's case) or reckless disregard of our
obligations and duties. The Trustee is not liable for any loss or
depreciation when the Securities are sold. If we fail to act under the
Indenture, the Trustee may do so, and the Trustee will not be liable for
any action it takes in good faith under the Indenture.
The Trustee will not be liable for any taxes or other governmental
charges or interest on the Securities which the Trustee may be required
to pay under any present or future law of the United States or of any
other taxing authority with jurisdiction. Also, the Indenture states
other provisions regarding the liability of the Trustee.
If we do not perform any of our duties under the Indenture or are not
able to act or become bankrupt, or if our affairs are taken over by
public authorities, then the Trustee may:
- - Appoint a successor sponsor, paying them a reasonable rate not more
than that stated by the SEC;
- - Terminate the Indenture and liquidate the Trusts; or
- - Continue to act as Trustee without terminating the Indenture.
Page 43
The Evaluator.
The Evaluator is First Trust Advisors L.P., an Illinois limited
partnership formed in 1991 and an affiliate of the Sponsor. The
Evaluator's address is 1001 Warrenville Road, Lisle, Illinois 60532.
The Trustee, Sponsor and Unit holders may rely on the accuracy of any
evaluation prepared by the Evaluator. The Evaluator will make
determinations in good faith based upon the best available information,
but will not be liable to the Trustee, Sponsor or Unit holders for
errors in judgment.
Other Information
Legal Opinions.
Our counsel is Chapman and Cutler, 111 W. Monroe St., Chicago, Illinois,
60603. They have passed upon the legality of the Units offered hereby
and certain matters relating to federal tax law. Carter, Ledyard &
Milburn acts as the Trustee's counsel, as well as special New York tax
counsel for the Trusts.
Experts.
Ernst & Young LLP, independent auditors, have audited the Trusts'
statements of net assets, including the schedules of investments, at the
opening of business on the Initial Date of Deposit, as set forth in
their report. We've included the Trusts' statements of net assets,
including the schedules of investments, in the prospectus and elsewhere
in the registration statement in reliance on Ernst & Young LLP's report,
given on their authority as experts in accounting and auditing.
Supplemental Information.
If you write or call the Trustee, you will receive free of charge
supplemental information about this Series, which has been filed with
the SEC and to which we have referred throughout. This information
states more specific details concerning the nature, structure and risks
of this product.
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FIRST TRUST (registered trademark)
BANDWIDTH SELECT PORTFOLIO, SERIES 3
E-INFRASTRUCTURE SELECT PORTFOLIO, SERIES 2
GENOMICS & PROTEOMICS SELECT PORTFOLIO SERIES
GLOBAL TECHNOLOGY SELECT PORTFOLIO SERIES
SOFTWARE INNOVATIONS 2000 SELECT PORTFOLIO, SERIES 2
WORLD WIDE WIRELESS SELECT PORTFOLIO, SERIES 2
BANDWIDTH PORTFOLIO, SERIES 3
E-INFRASTRUCTURE PORTFOLIO, SERIES 2
GENOMICS & PROTEOMICS PORTFOLIO SERIES
GLOBAL TECHNOLOGY PORTFOLIO SERIES
SOFTWARE INNOVATIONS 2000 PORTFOLIO, SERIES 3
WORLD WIDE WIRELESS PORTFOLIO, SERIES 2
FT 415
Sponsor:
NIKE SECURITIES L.P.
1001 Warrenville Road, Suite 300
Lisle, Illinois 60532
1-630-241-4141
Trustee:
The Chase Manhattan Bank
4 New York Plaza, 6th floor
New York, New York 10004-2413
1-800-682-7520
24-Hour Pricing Line:
1-800-446-0132
This prospectus contains information relating to the above-mentioned
unit investment trusts, but does not contain all of the information
about this investment company as filed with the Securities and Exchange
Commission in Washington, D.C. under the:
- - Securities Act of 1933 (file no. 333-31176) and
- - Investment Company Act of 1940 (file no. 811-05903)
Information about the Trusts, including their Codes of Ethics, can be
reviewed and copied at the Securities and Exchange Commission's Public
Reference Room in Washington D.C. Information regarding the operation
of the Commission's Public Reference Room may be obtained by calling
the Commission at 1-202-942-8090.
Information about the Trusts is available on the EDGAR Database on the
Commission's Internet site at
http://www.sec.gov.
To obtain copies at prescribed rates -
Write: Public Reference Section of the Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0102
e-mail address: [email protected]
March 3, 2000
PLEASE RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE
Page 48
First Trust (registered trademark)
The FT Series
Information Supplement
This Information Supplement provides additional information concerning
the structure, operations and risks of unit investment trusts ("Trusts")
contained in FT 415 not found in the prospectus for the Trusts. This
Information Supplement is not a prospectus and does not include all of
the information that a prospective investor should consider before
investing in a Trust. This Information Supplement should be read in
conjunction with the prospectus for the Trust in which an investor is
considering investing.
This Information Supplement is dated March 3, 2000. Capitalized terms
have been defined in the prospectus.
Table of Contents
Risk Factors
Securities 1
Dividends 1
Foreign Issuers 1
Litigation
Microsoft Corporation 2
Concentrations
Bandwidth/Communications 2
Biotechnology/Pharmaceutical 3
Technology 3
Portfolios
Bandwidth 4
e-Infrastructure 5
Genomics & Proteomics 7
Global Technology 9
Software Innovations 2000 11
World Wide Wireless 12
Risk Factors
Securities. An investment in Units should be made with an understanding
of the risks which an investment in common stocks entails, including the
risk that the financial condition of the issuers of the Securities or
the general condition of the relevant stock market may worsen, and the
value of the Securities and therefore the value of the Units may
decline. Common stocks are especially susceptible to general stock
market movements and to volatile increases and decreases of value, as
market confidence in and perceptions of the issuers change. These
perceptions are based on unpredictable factors, including expectations
regarding government, economic, monetary and fiscal policies, inflation
and interest rates, economic expansion or contraction, and global or
regional political, economic or banking crises. Both U.S. and foreign
markets have experienced substantial volatility and significant declines
recently as a result of certain or all of these factors.
Dividends. Shareholders of common stocks have rights to receive payments
from the issuers of those common stocks that are generally subordinate
to those of creditors of, or holders of debt obligations or preferred
stocks of, such issuers. Common stocks do not represent an obligation of
the issuer and, therefore, do not offer any assurance of income or
provide the same degree of protection of capital as do debt securities.
The issuance of additional debt securities or preferred stock will
create prior claims for payment of principal, interest and dividends
which could adversely affect the ability and inclination of the issuer
to declare or pay dividends on its common stock or the rights of holders
of common stock with respect to assets of the issuer upon liquidation or
bankruptcy.
Foreign Issuers. Since certain of the Securities included in the Trusts
consist of securities of foreign issuers, an investment in the Trusts
involves certain investment risks that are different in some respects
from an investment in a trust which invests entirely in the securities
of domestic issuers. These investment risks include future political or
governmental restrictions which might adversely affect the payment or
receipt of payment of dividends on the relevant Securities, the
possibility that the financial condition of the issuers of the
Securities may become impaired or that the general condition of the
relevant stock market may worsen (both of which would contribute
directly to a decrease in the value of the Securities and thus in the
value of the Units), the limited liquidity and relatively small market
Page 1
capitalization of the relevant securities market, expropriation or
confiscatory taxation, economic uncertainties and foreign currency
devaluations and fluctuations. In addition, for foreign issuers that are
not subject to the reporting requirements of the Securities Exchange Act
of 1934, there may be less publicly available information than is
available from a domestic issuer. Also, foreign issuers are not
necessarily subject to uniform accounting, auditing and financial
reporting standards, practices and requirements comparable to those
applicable to domestic issuers. The securities of many foreign issuers
are less liquid and their prices more volatile than securities of
comparable domestic issuers. In addition, fixed brokerage commissions
and other transaction costs on foreign securities exchanges are
generally higher than in the United States and there is generally less
government supervision and regulation of exchanges, brokers and issuers
in foreign countries than there is in the United States. However, due to
the nature of the issuers of the Securities selected for the Trusts, the
Sponsor believes that adequate information will be available to allow
the Supervisor to provide portfolio surveillance for the Trusts.
Securities issued by non-U.S. issuers generally pay dividends in foreign
currencies and are principally traded in foreign currencies. Therefore,
there is a risk that the U.S. dollar value of these securities will vary
with fluctuations in the U.S. dollar foreign exchange rates for the
various Securities.
On the basis of the best information available to the Sponsor at the
present time, none of the Securities in the Trusts are subject to
exchange control restrictions under existing law which would materially
interfere with payment to the Trusts of dividends due on, or proceeds
from the sale of, the Securities. However, there can be no assurance
that exchange control regulations might not be adopted in the future
which might adversely affect payment to the Trusts. The adoption of
exchange control regulations and other legal restrictions could have an
adverse impact on the marketability of international securities in the
Trusts and on the ability of the Trusts to satisfy its obligation to
redeem Units tendered to the Trustee for redemption. In addition,
restrictions on the settlement of transactions on either the purchase or
sale side, or both, could cause delays or increase the costs associated
with the purchase and sale of the foreign Securities and correspondingly
could affect the price of the Units.
Investors should be aware that it may not be possible to buy all
Securities at the same time because of the unavailability of any
Security, and restrictions applicable to the Trusts relating to the
purchase of a Security by reason of the federal securities laws or
otherwise.
Foreign securities generally have not been registered under the
Securities Act of 1933 and may not be exempt from the registration
requirements of such Act. Sales of non-exempt Securities by a Trust in
the United States securities markets are subject to severe restrictions
and may not be practicable. Accordingly, sales of these Securities by
the Trusts will generally be effected only in foreign securities
markets. Although the Sponsor does not believe that the Trusts will
encounter obstacles in disposing of the Securities, investors should
realize that the Securities may be traded in foreign countries where the
securities markets are not as developed or efficient and may not be as
liquid as those in the United States. The value of the Securities will
be adversely affected if trading markets for the Securities are limited
or absent.
Litigation
Microsoft Corporation. Microsoft Corporation is currently engaged in
litigation with Sun Microsystems, Inc., the U.S. Department of Justice
and several state Attorneys General. The complaints against Microsoft
include copyright infringement, unfair competition and anti-trust
violations. The claims seek injunctive relief and monetary damages. As
of the quarter ended December 31, 1999, Microsoft's management asserted
that resolving these matters will not have a material adverse impact on
its financial position or its results of operation.
Concentrations
Bandwidth/Communications. An investment in Units of the Bandwidth
Portfolios and the World Wide Wireless Portfolios should be made with an
understanding of the problems and risks such an investment may entail.
The market for high-technology communications products and services is
characterized by rapidly changing technology, rapid product
obsolescence, cyclical market patterns, evolving industry standards and
frequent new product introductions. The success of the issuers of the
Securities depends in substantial part on the timely and successful
introduction of new products and services. An unexpected change in one
or more of the technologies affecting an issuer's products or in the
market for products based on a particular technology could have a
material adverse affect on an issuer's operating results. Furthermore,
there can be no assurance that the issuers of the Securities will be
able to respond in a timely manner to compete in the rapidly developing
marketplace.
The communications industry is subject to governmental regulation.
However, as market forces develop, the government will continue to
deregulate the communications industry, promoting vigorous economic
competition and resulting in the rapid development of new communications
technologies. The products and services of communications companies may
be subject to rapid obsolescence. These factors could affect the value
of the Trust's Units. For example, while telephone companies in the
United States are subject to both state and federal regulations
affecting permitted rates of returns and the kinds of services that may
be offered, the prohibition against phone companies delivering video
services has been lifted. This creates competition between phone
Page 2
companies and cable operators and encourages phone companies to
modernize their communications infrastructure. Certain types of
companies represented in the Trust's portfolio are engaged in fierce
competition for a share of the market of their products. As a result,
competitive pressures are intense and the stocks are subject to rapid
price volatility.
Many communications companies rely on a combination of patents,
copyrights, trademarks and trade secret laws to establish and protect
their proprietary rights in their products and technologies. There can
be no assurance that the steps taken by the issuers of the Securities to
protect their proprietary rights will be adequate to prevent
misappropriation of their technology or that competitors will not
independently develop technologies that are substantially equivalent or
superior to such issuers' technology.
Biotechnology/Pharmaceutical. An investment in Units of the Genomics &
Proteomics Portfolios should be made with an understanding of the
problems and risks such an investment may entail.
Companies involved in advanced medical devices and instruments, drugs
and biotech have potential risks unique to their sector of the
healthcare field. These companies are subject to governmental regulation
of their products and services, a factor which could have a significant
and possibly unfavorable effect on the price and availability of such
products or services. Furthermore, such companies face the risk of
increasing competition from new products or services, generic drug
sales, the termination of patent protection for drug or medical supply
products and the risk that technological advances will render their
products obsolete. The research and development costs of bringing a drug
to market are substantial, and include lengthy governmental review
processes with no guarantee that the product will ever come to market.
Many of these companies may have losses and may not offer certain
products for several years. Such companies may also have persistent
losses during a new product's transition from development to production,
and revenue patterns may be erratic.
As the population of the United States ages, the companies involved in
the healthcare field will continue to search for and develop new drugs,
medical products and medical services through advanced technologies and
diagnostics. On a worldwide basis, such companies are involved in the
development and distributions of drugs, vaccines, medical products and
medical services. These activities may make the
biotechnology/pharmaceuticals sector very attractive for investors
seeking the potential for growth in their investment portfolio. However,
there are no assurances that the Trust's objectives will be met.
Legislative proposals concerning healthcare are proposed in Congress
from time to time. These proposals span a wide range of topics,
including cost and price controls (which might include a freeze on the
prices of prescription drugs). The Sponsor is unable to predict the
effect of any of these proposals, if enacted, on the issuers of
Securities in the Trust.
Technology. An investment in Units of the e-Infrastructure Portfolios
and the Software Solutions 2000 Portfolios should be made with an
understanding of the characteristics of the problems and risks such an
investment may entail. Technology companies generally include companies
involved in the development, design, manufacture and sale of computers
and peripherals, software and services, data networking/communications
equipment, internet access/information providers, semiconductors and
semiconductor equipment and other related products, systems and
services. The market for these products, especially those specifically
related to the Internet, is characterized by rapidly changing
technology, rapid product obsolescence, cyclical market patterns,
evolving industry standards and frequent new product introductions. The
success of the issuers of the Securities depends in substantial part on
the timely and successful introduction of new products. An unexpected
change in one or more of the technologies affecting an issuer's products
or in the market for products based on a particular technology could
have a material adverse affect on an issuer's operating results.
Furthermore, there can be no assurance that the issuers of the
Securities will be able to respond in a timely manner to compete in the
rapidly developing marketplace.
Based on trading history of common stock, factors such as announcements
of new products or development of new technologies and general
conditions of the industry have caused and are likely to cause the
market price of high-technology common stocks to fluctuate
substantially. In addition, technology company stocks have experienced
extreme price and volume fluctuations that often have been unrelated to
the operating performance of such companies. This market volatility may
adversely affect the market price of the Securities and therefore the
ability of a Unit holder to redeem Units at a price equal to or greater
than the original price paid for such Units.
Some key components of certain products of technology issuers are
currently available only from single sources. There can be no assurance
that in the future suppliers will be able to meet the demand for
components in a timely and cost effective manner. Accordingly, an
issuer's operating results and customer relationships could be adversely
affected by either an increase in price for, or an interruption or
reduction in supply of, any key components. Additionally, many
technology issuers are characterized by a highly concentrated customer
base consisting of a limited number of large customers who may require
product vendors to comply with rigorous industry standards. Any failure
to comply with such standards may result in a significant loss or
reduction of sales. Because many products and technologies of technology
companies are incorporated into other related products, such companies
are often highly dependent on the performance of the personal computer,
electronics and telecommunications industries. There can be no assurance
that these customers will place additional orders, or that an issuer of
Securities will obtain orders of similar magnitude as past orders from
other customers. Similarly, the success of certain technology companies
is tied to a relatively small concentration of products or technologies.
Page 3
Accordingly, a decline in demand of such products, technologies or from
such customers could have a material adverse impact on issuers of the
Securities.
Many technology companies rely on a combination of patents, copyrights,
trademarks and trade secret laws to establish and protect their
proprietary rights in their products and technologies. There can be no
assurance that the steps taken by the issuers of the Securities to
protect their proprietary rights will be adequate to prevent
misappropriation of their technology or that competitors will not
independently develop technologies that are substantially equivalent or
superior to such issuers' technology. In addition, due to the increasing
public use of the Internet, it is possible that other laws and
regulations may be adopted to address issues such as privacy, pricing,
characteristics, and quality of Internet products and services. For
example, recent proposals would prohibit the distribution of obscene,
lascivious or indecent communications on the Internet. The adoption of
any such laws could have a material adverse impact on the Securities in
the Trust.
Like many areas of technology, the semiconductor business environment is
highly competitive, notoriously cyclical and subject to rapid and often
unanticipated change. Recent industry downturns have resulted, in part,
from weak pricing, persistent overcapacity, slowdown in Asian demand and
a shift in retail personal computer sales toward the low end, or "sub-
$1,000" segment. Industry growth is dependent upon several factors,
including: the rate of global economic expansion; demand for products
such as personal computers and networking and communications equipment;
excess productive capacity and the resultant effect on pricing; and the
rate of growth in the market for low-priced personal computers.
Portfolios
Equity Securities Selected for Bandwidth Select Portfolio, Series 3 and
Bandwidth Portfolio, Series 3
Both the Bandwidth Select Portfolio, Series 3 and the Bandwidth
Portfolio, Series 3 contain common stocks of the following companies:
Communications Services
_______________________
AT&T Corp., headquartered in New York, New York, provides voice, data
and video telecommunications services; regional, domestic, international
and local communication transmission services; cellular telephone and
other wireless services; and billing, directory and calling card services.
Global Crossing Ltd., headquartered in Hamilton, Bermuda, provides
global internet and long distance telecommunications facilities and
services utilizing a network of undersea digital fiber optic cable
systems and associated terrestrial backhaul capacity. The company
operates as a carrier's carrier, providing tiered pricing and segmented
products to licensed providers of international telecommunications
services.
Level 3 Communications, Inc., headquartered in Broomfield, Colorado,
provides telecommunications and information services, including local,
long distance and data transmission. The company is building the first
international network optimized for Internet Protocol technology. The
network will combine both local and long distance networks, connecting
customers end-to-end across the United States and in Europe and Asia.
MCI WorldCom, Inc., headquartered in Clinton, Mississippi, operates as a
global communications company which provides facilities-based and fully-
integrated local, long distance, international and Internet services in
over 65 countries encompassing the Americas, Europe and the Asia-Pacific
regions. The company also offers wireless and 800 services, calling
cards, private lines and debit cards.
Qwest Communications International Inc., headquartered in Denver,
Colorado, provides broadband Internet-based data, voice and image
communications for businesses and consumers. The company also constructs
and installs fiber optic systems for other communications providers and
its own use.
Communications Equipment
______________________
ADC Telecommunications, Inc., headquartered in Minnetonka, Minnesota,
designs, makes and markets a broad range of products and services that
enable its customers to construct and upgrade their telecommunications
networks to support increasing user demand for voice, data and video
services.
Copper Mountain Networks, Inc., headquartered in Palo Alto, California,
develops and markets Digital Subscriber Line (DSL) solutions that enable
high-speed Internet connectivity over the existing copper wire telephone
infrastructure.
Lucent Technologies Inc., headquartered in Murray Hill, New Jersey,
designs, develops and manufactures communications systems, software and
products worldwide. The company's research and development activities
are conducted through Bell Laboratories.
Nortel Networks Corporation, headquartered in Brampton, Ontario, Canada,
makes fully-digital telecommunications switching equipment and
communications equipment and systems for business and residential use.
The company operates worldwide.
Tellabs, Inc., headquartered in Lisle, Illinois, makes and services
voice, data and video transport and network access systems used by
public telephone companies, long-distance carriers, alternate service
providers, cellular providers, cable operators, government agencies,
utilities and business end-users.
Page 4
Fiber Optics
____________
CIENA Corporation, headquartered in Linthicum, Maryland, designs,
manufactures and sells dense wavelength division multiplexing systems
for long distance fiber optic telecommunications networks. The company
also provides a range of engineering, furnishing and installation
services. The company's systems alleviate capacity constraints in high
traffic, long distance fiber optic routes without requiring installation
of new fiber.
Harmonic Inc., headquartered in Sunnyvale, California, makes and sells
highly integrated fiber optic and digital systems for delivering video,
voice and data services over cable, satellite and wireless networks. The
company's "TRANsend" digital product line combines and customizes
content from a variety of sources.
JDS Uniphase Corporation, headquartered in San Jose, California,
designs, develops, makes and markets laser subsystems, laser-based
semiconductor wafer defect examination and analysis equipment and fiber
optic telecommunications equipment products.
Networking Products
___________________
Cisco Systems, Inc., headquartered in San Jose, California, provides
networking solutions that connect computing devices and computer
networks. The company offers various products to utilities,
corporations, universities, governments and small to medium businesses
worldwide.
Juniper Networks, Inc., headquartered in Mountain View, California,
provides Internet infrastructure solutions for Internet service
providers and other telecommunications service providers. The company
delivers next generation Internet backbone routers that are designed for
service provider networks.
Redback Networks Inc., headquartered in Sunnyvale, California, provides
advanced networking solutions. The company's solutions enable carriers,
cable multiple system operators and service providers to rapidly deploy
high-speed broadband access to the Internet and corporate networks. The
company's subscriber management system connects and manages subscribers
using digital subscriber line, cable and wireless technologies.
Semiconductors
_______________
Applied Micro Circuits Corporation, headquartered in San Diego,
California, designs, makes and markets high-performance, high-bandwidth
silicon products for automated test equipment, high-speed computing and
military markets throughout the world.
Broadcom Corporation (Class A), headquartered in Irvine, California,
develops highly integrated silicon solutions that enable broadband
digital data transmission to the home and within the business enterprise.
Conexant Systems, Inc., headquartered in Newport Beach, California,
makes semiconductor products for communications applications. The
company's applications include personal computing, digital information
and entertainment, wireless communications and network access.
PMC-Sierra, Inc., headquartered in Burnaby, British Columbia, Canada,
designs, develops, markets and supports high-performance semiconductor
system solutions used in broadband communications infrastructures, high-
bandwidth networks and multimedia personal computers.
Vitesse Semiconductor Corporation, headquartered in Camarillo,
California, designs, develops, makes and sells digital gallium arsenide
integrated circuits primarily for telecommunications, data
communications and automated test equipment systems providers.
Wireless Communications
________________________
L.M. Ericsson AB (ADR), headquartered in Stockholm, Sweden, develops and
produces advanced systems, products and services for wired and mobile
communications in public and private networks worldwide. The company's
product line includes digital and analog systems for telephones and
networks, microwave radio links, radar surveillance systems and business
systems.
Motorola, Inc., headquartered in Schaumburg, Illinois, designs, makes
and sells, mainly under the "Motorola" brand name, two-way land mobile
communication systems, paging and wireless data systems, personal
communications equipment and systems; semiconductors; and electronic
equipment for military and aerospace use.
Nokia Oy (ADR), headquartered in Espoo, Finland, supplies
telecommunications systems and equipment, including mobile phones,
battery chargers for mobile phones, computer monitors, multimedia
network terminals and satellite receivers. The company provides its
products and services worldwide.
QUALCOMM Incorporated, headquartered in San Diego, California, designs,
develops, makes, sells, licenses and operates advanced communications
systems and products based on proprietary digital wireless technology.
The company's products include "CDMA" integrated circuits, wireless
phones and infrastructure products, transportation management
information systems and ground stations, and phones for the low-earth-
orbit satellite communications system.
Equity Securities Selected for e-Infrastructure Select Portfolio, Series
2 and e-Infrastructure Portfolio, Series 2
Both the e-Infrastructure Select Portfolio, Series 2 and the e-
Infrastructure Portfolio, Series 2 contain common stocks of the
following companies:
Page 5
Access/Information Providers
________________________
AT&T Corp., headquartered in New York, New York, provides voice, data
and video telecommunications services; regional, domestic, international
and local communication transmission services; cellular telephone and
other wireless services; and billing, directory and calling card services.
MCI WorldCom, Inc., headquartered in Clinton, Mississippi, operates as a
global communications company which provides facilities-based and fully-
integrated local, long distance, international and Internet services in
over 65 countries encompassing the Americas, Europe and the Asia-Pacific
regions. The company also offers wireless and 800 services, calling
cards, private lines and debit cards.
Qwest Communications International Inc., headquartered in Denver,
Colorado, provides broadband Internet-based data, voice and image
communications for businesses and consumers. The company also constructs
and installs fiber optic systems for other communications providers and
its own use.
Communications Equipment
________________________
JDS Uniphase Corporation, headquartered in San Jose, California,
designs, develops, makes and markets laser subsystems, laser-based
semiconductor wafer defect examination and analysis equipment and fiber
optic telecommunications equipment products.
Lucent Technologies Inc., headquartered in Murray Hill, New Jersey,
designs, develops and manufactures communications systems, software and
products worldwide. The company's research and development activities
are conducted through Bell Laboratories.
Nortel Networks Corporation, headquartered in Brampton, Ontario, Canada,
makes fully-digital telecommunications switching equipment and
communications equipment and systems for business and residential use.
The company operates worldwide.
Tellabs, Inc., headquartered in Lisle, Illinois, makes and services
voice, data and video transport and network access systems used by
public telephone companies, long-distance carriers, alternate service
providers, cellular providers, cable operators, government agencies,
utilities and business end-users.
Computers & Peripherals
________________________
Dell Computer Corporation, headquartered in Round Rock, Texas, designs,
develops, makes, sells, services and supports a broad range of computer
systems, including desktops, notebooks and servers compatible with
industry standards under the "Dell" brand name. The company also sells
software, peripheral equipment, and service and support programs.
EMC Corporation, headquartered in Hopkinton, Massachusetts, designs,
manufactures, markets and supports hardware, software and service
products for the enterprise storage market. The company's products are
sold as integrated storage solutions for customers on various computing
platforms including "UNIX" and "Windows NT."
Hewlett-Packard Company, headquartered in Palo Alto, California,
designs, makes and services equipment and systems for measurement,
computation and communications including computer systems, personal
computers, printers, calculators, electronic test equipment, medical
electronic equipment, electronic components and instrumentation for
chemical analysis.
Intel Corporation, headquartered in Santa Clara, California, designs,
develops, makes and markets advanced microcomputer components and
related products at various levels of integration. Principal components
consist of silicon-based semiconductors etched with complex patterns of
transistors.
Sun Microsystems, Inc., headquartered in Palo Alto, California, supplies
network computing products, including desktop systems, storage
subsystems, network switches, servers, software, microprocessors and a
full range of services and support, using the UNIX operating system.
Networking Products
_________________
Cisco Systems, Inc., headquartered in San Jose, California, provides
networking solutions that connect computing devices and computer
networks. The company offers various products to utilities,
corporations, universities, governments and small to medium businesses
worldwide.
Copper Mountain Networks, Inc., headquartered in Palo Alto, California,
develops and markets Digital Subscriber Line (DSL) solutions that enable
high-speed Internet connectivity over the existing copper wire telephone
infrastructure.
Redback Networks Inc., headquartered in Sunnyvale, California, provides
advanced networking solutions. The company's solutions enable carriers,
cable multiple system operators and service providers to rapidly deploy
high-speed broadband access to the Internet and corporate networks. The
company's subscriber management system connects and manages subscribers
using digital subscriber line, cable and wireless technologies.
Software
________
BroadVision, Inc., headquartered in Redwood City, California, develops,
markets and supports application software solutions. The company
provides an integrated software application system, "BroadVision One-To-
One," that enables businesses to create applications for interactive
marketing and selling services on the World Wide Web.
Check Point Software Technologies Ltd., headquartered in Ramat-Gan,
Israel, develops, sells and supports secure enterprise networking
solutions. The company's integrated architecture includes network
security ("FireWall-1," "VPN-1," "Open Security Manager" and "Provider-
Page 6
1"), traffic control ("FloodGate-1" and "ConnectControl") and Internet
protocol address management ("Meta IP").
Digital Island, Inc., headquartered in San Francisco, California, is a
leading provider of network services for globalizing e-Business
applications. The Company serves corporations which operate in multiple
countries that need to securely and consistently extend business-critical
applications for marketing, selling, servicing or distributing products
via the Internet.
Exodus Communications, Inc., headquartered in Santa Clara, California,
provides Internet system and network management solutions for
enterprises with mission-critical Internet operations. The company's
data centers are located throughout the United States and in England.
Inktomi Corporation, headquartered in Foster City, California, develops
and markets scalable Internet software. The company's products include a
search engine, a shopping engine and traffic server network-caching
products.
Kana Communications, Inc., headquartered in Palo Alto, California, Kana
is a provider of online customer communication software and services for
e-business marketing, sales and services. The company's primary product
is "Kana 4," an online customer communications platform for
comprehensive online marketing, sales and service
Microsoft Corporation, headquartered in Redmond, Washington, develops,
manufactures, licenses and supports a wide range of software products.
The company offers operating system software, server application
software, business and consumer applications software, software
development tools and Internet and intranet software. "Windows" is the
company's flagship PC operating system. The company also develops the
MSN network of Internet products and services.
Oracle Corporation, headquartered in Redwood Shores, California,
designs, develops, markets and supports computer software products with
a wide variety of uses, including database management, application
development, business intelligence and business applications.
RealNetworks, Inc., headquartered in Seattle, Washington, develops and
markets software products and services designed to enable users of
personal computers and other digital devices to send and receive real-
time media using today's infrastructure. The company's products and
services include, "RealSystem G2," "Real Broadcast Network" and
"RealJukebox."
VeriSign, Inc., headquartered in Mountain View, California, provides
digital certificate solutions and infrastructure needed by companies,
government agencies, trading partners and individuals to conduct trusted
and secure communications and commerce over the Internet and over
intranets and extranets using the Internet Protocol.
Equity Securities Selected for Genomics & Proteomics Select Portfolio
Series and Genomics & Proteomics Portfolio Series
Both the Genomics & Proteomics Select Portfolio Series and the Genomics
& Proteomics Portfolio Series contain common stocks of the following
companies:
Abgenix, Inc., headquartered in Fremont, California, develops and
intends to commercialize its XenoMouse technology to produce antibody
therapeutic products used in the prevention and treatment of various
conditions, such as transplant related diseases, inflammatory and
autoimmune disorders, and cancer.
Affymetrix, Inc., headquartered in Santa Clara, California, develops and
manufactures DNA chip technology which consists of DNA probe arrays
containing gene sequences on a chip; a scanner to process probe arrays;
and software to analyze the information. The company's "GeneChip" system
acquires, analyzes and manages complex genetic information in order to
improve the diagnosis, monitoring and treatment of disease.
Amgen Inc., headquartered in Thousand Oaks, California, is a global
biotechnology concern which develops, makes and markets human
therapeutics based on advanced cellular and molecular biology, including
a protein that stimulates red blood cell production and a protein that
stimulates white blood cell production.
Biogen, Inc., headquartered in Cambridge, Massachusetts, develops and
makes pharmaceuticals for human healthcare through genetic engineering.
The company's primary focus is on developing and testing products for
the treatment of multiple sclerosis, inflammatory and respiratory
diseases, kidney diseases and certain viruses and cancers.
COR Therapeutics, Inc., headquartered in South San Francisco,
California, focuses on the development of novel pharmaceutical products
for the treatment and prevention of severe cardiovascular diseases. The
company focuses on the discovery, development and commercialization of
pharmaceutical products to prevent and treat severe cardiovascular
diseases, including arterial thrombosis, a blockage occurring in an
artery; venous thrombosis, a thrombus occurring in a vein; and
restenosis, a renarrowing of the arteries.
Celera Genomics Group, headquartered in Norwalk, Connecticut, is a
subsidiary of PE Corporation. The company is involved in the sequencing
of the human genome (and other biologically important model organisms)
and generates, sells and supports genomic information and related
information management and analysis software. The company also
discovers, validates and licenses proprietary gene products, genetic
markets and information concerning genetic variability.
Page 7
Chiron Corporation, headquartered in Emeryville, California, develops,
produces and sells products related to the diagnosis, prevention and
treatment of human diseases, including certain types of cancer and
cardiovascular and infectious diseases. The company participates in
markets for biopharmaceuticals, blood testing and vaccines.
CuraGen Corporation, headquartered in New Haven, Connecticut, applies
genomics, the study of genes and their functions, to the systematic
discovery of genes, biological pathways and drug candidates in order to
accelerate the discovery and development of the next generation of
therapeutic, agricultural and diagnostic products.
Emisphere Technologies, Inc., headquartered in Tarrytown, New York,
develops novel technologies for the oral delivery of pharmaceuticals
which could previously be taken only by injection or other non-oral
means. The company is working to develop and commercialize its
proprietary technologies, which are intended to surmount the obstacles
associated with the oral administration of many currently injectable
therapeutic agents.
Enzon, Inc., headquartered in Piscataway, New Jersey, researches,
develops, makes and sells enhanced therapeutics based on the application
of proprietary technologies in the areas of blood substitutes, genetic
diseases and oncology.
Gene Logic Inc., headquartered in Gaithersburg, Maryland, uses a
proprietary system to discover drug targets and drug leads and provides
genomic database products for pharmaceutical company partners. The
company has strategic alliances with Procter & Gamble Pharmaceuticals,
Inc., Japan Tobacco, Inc. and N.V. Organon, a unit of Akzo Nobel N.V.
Genentech, Inc., headquartered in South San Francisco, California,
discovers, develops, makes and sells human pharmaceuticals based on
recombinant DNA technology (gene splicing). The company also makes and
markets certain products within the United States which are sold to F.
Hoffmann-La Roche Ltd. (HLR) for distribution outside the United States.
Genome Therapeutics Corp., headquartered in Waltham, Massachusetts,
identifies and characterizes the genes of disease-causing organisms, as
well as human genes associated with major diseases, including prostate
cancer, asthma, osteoporosis and neuropsychiatric disorders.
Genzyme Corporation (General Division), headquartered in Cambridge,
Massachusetts, develops and markets specialty therapeutic, surgical and
diagnostic products, pharmaceuticals and genetic diagnostic services.
The company also develops, makes and markets biological products for the
treatment of cartilage damage, severe burns, chronic skin ulcers and
neurodegenerative diseases.
Gilead Sciences, Inc., headquartered in Foster City, California,
discovers, develops and commercializes treatments for important viral
diseases, including a currently available therapy for cytomegalovirus
retinitis, and products in development to treat diseases caused by human
immunodeficiency virus, hepatitis B virus and influenza virus.
Human Genome Sciences, Inc., headquartered in Rockville, Maryland,
researches and develops potential proprietary drug and diagnostic
products based on the discovery and understanding of the medical uses of
genes.
Hyseq, Inc., headquartered in Sunnyvale, California, develops gene-based
therapeutic product candidates and diagnostic products and tests using
its proprietary DNA array technology. The company believes that its HyX
genomics platform, which utilizes its proprietary sequencing by
hybridization technology as its foundation, generates higher gene
sequence throughput with greater analytical flexibility and accuracy and
lower cost than prevailing technologies.
IDEC Pharmaceuticals Corporation, headquartered in San Diego,
California, develops products for the long-term management of immune
system cancers and autoimmune and inflammatory diseases. The company's
lead immune system cancer and rheumatoid arthritis products are
genetically engineered to combat disease through the patient's immune
system.
ImClone Systems Incorporated, headquartered in New York, New York,
researches and develops therapeutic products for the treatment of
selected cancers and cancer-related disorders. The company's product
candidates include interventional therapeutics for cancer and cancer
vaccines.
Immunex Corporation, headquartered in Seattle, Washington, discovers,
develops, makes and markets therapeutic products for the treatment of
cancer, infectious diseases and immunological disorders. The company's
products are sold worldwide.
Incyte Pharmaceuticals, Inc., headquartered in Palo Alto, California,
designs, sells and supports genomic database products, genomic data
management software tools, and related reagents and services. The
company has created a portfolio of database products.
Lynx Therapeutics, Inc., headquartered in Hayward, California, holds and
continues to develop certain proprietary technologies that enables the
simultaneous identification and analysis of nearly all the DNA molecules
or fragments in a single biological sample.
Medarex, Inc., headquartered in Princeton, New Jersey, develops
therapeutic products for the treatment of cancer, AIDS and other life-
threatening diseases based on proprietary technology in the field of
immunology. The company uses innovative monoclonal antibody technology
to develop proprietary therapeutic pharmaceuticals to treat cancer, AIDS
and other infectious diseases, autoimmune diseases and cardiovascular
disease.
Page 8
MedImmune, Inc., headquartered in Gaithersburg, Maryland, develops and
markets products for the prevention and treatment of infectious
diseases, autoimmune diseases and cancer. The company's products are
also used in transplantation medicine.
Millennium Pharmaceuticals, Inc., headquartered in Cambridge,
Massachusetts, is a drug discovery and development company that
researches and develops a broad range of therapeutic and diagnostic
products for the commercial application of genetics, genomics and
bioinformatics.
Myriad Genetics, Inc., headquartered in Salt Lake City, Utah, discovers
and sequences genes related to major common diseases, such as cancer and
cardiovascular disease and the central nervous system using analyses of
extensive family histories and genetic material, as well as proprietary
technologies, to identify inherited gene mutations.
Nanogen, Inc., headquartered in San Diego, California, integrates
advanced microelectronics and molecular biology into a platform
technology with applications in the fields of medical diagnostics,
genetic testing, genomics, biomedical research, and drug discovery.
Neurocrine Biosciences, Inc., headquartered in San Diego, California,
discovers and develops therapeutics for the treatment of diseases and
disorders of the central nervous and immune systems including anxiety,
depression, Alzheimer's disease, obesity and multiple sclerosis.
Protein Design Labs, Inc., headquartered in Fremont, California,
develops human and humanized antibodies and other products to treat or
prevent a variety of viral, immune-mediated and inflammatory diseases as
well as certain cancers and cardiovascular conditions.
Transkaryotic Therapies, Inc., headquartered in Cambridge,
Massachusetts, develops and commercializes therapeutic proteins and gene
therapy products for the long-term treatment and cure of a broad range
of human diseases.
Equity Securities Selected for Global Technology Select Portfolio Series
and Global Technology Portfolio Series
Both the Global Technology Select Portfolio Series and the Global
Technology Portfolio Series contain common stocks of the following
companies:
Communications Equipment
________________________
Cisco Systems, Inc., headquartered in San Jose, California, provides
networking solutions that connect computing devices and computer
networks. The company offers various products to utilities,
corporations, universities, governments and small to medium businesses
worldwide.
L.M. Ericsson AB (ADR), headquartered in Stockholm, Sweden, develops and
produces advanced systems, products and services for wired and mobile
communications in public and private networks worldwide. The company's
product line includes digital and analog systems for telephones and
networks, microwave radio links, radar surveillance systems and business
systems.
JDS Uniphase Corporation, headquartered in San Jose, California,
designs, develops, makes and markets laser subsystems, laser-based
semiconductor wafer defect examination and analysis equipment and fiber
optic telecommunications equipment products.
Lucent Technologies Inc., headquartered in Murray Hill, New Jersey,
designs, develops and manufactures communications systems, software and
products worldwide. The company's research and development activities
are conducted through Bell Laboratories.
Nokia Oy (ADR), headquartered in Espoo, Finland, supplies
telecommunications systems and equipment, including mobile phones,
battery chargers for mobile phones, computer monitors, multimedia
network terminals and satellite receivers. The company provides its
products and services worldwide.
Nortel Networks Corporation, headquartered in Brampton, Ontario, Canada,
makes fully-digital telecommunications switching equipment and
communications equipment and systems for business and residential use.
The company operates worldwide.
QUALCOMM Incorporated, headquartered in San Diego, California, designs,
develops, makes, sells, licenses and operates advanced communications
systems and products based on proprietary digital wireless technology.
The company's products include "CDMA" integrated circuits, wireless
phones and infrastructure products, transportation management
information systems and ground stations, and phones for the low-earth-
orbit satellite communications system.
Tellabs, Inc., headquartered in Lisle, Illinois, makes and services
voice, data and video transport and network access systems used by
public telephone companies, long-distance carriers, alternate service
providers, cellular providers, cable operators, government agencies,
utilities and business end-users.
Computers & Peripherals
_______________________
Dell Computer Corporation, headquartered in Round Rock, Texas, designs,
develops, makes, sells, services and supports a broad range of computer
systems, including desktops, notebooks and servers compatible with
industry standards under the "Dell" brand name. The company also sells
software, peripheral equipment, and service and support programs.
Page 9
EMC Corporation, headquartered in Hopkinton, Massachusetts, designs,
manufactures, markets and supports hardware, software and service
products for the enterprise storage market. The company's products are
sold as integrated storage solutions for customers on various computing
platforms including "UNIX" and "Windows NT."
Hewlett-Packard Company, headquartered in Palo Alto, California,
designs, makes and services equipment and systems for measurement,
computation and communications including computer systems, personal
computers, printers, calculators, electronic test equipment, medical
electronic equipment, electronic components and instrumentation for
chemical analysis.
International Business Machines Corporation, headquartered in Armonk,
New York, provides customer solutions through the use of advanced
information technologies. The company offers a variety of solutions that
include services, software, systems, products, financing and technologies.
Solectron Corporation, headquartered in Milpitas, California, provides a
complete range of advanced manufacturing services, including
sophisticated electronic assembly and turnkey manufacturing management
services, to original equipment manufacturers in the electronics industry.
Sun Microsystems, Inc., headquartered in Palo Alto, California, supplies
network computing products, including desktop systems, storage
subsystems, network switches, servers, software, microprocessors and a
full range of services and support, using the UNIX operating system.
Computer Software & Services
____________________________
BMC Software, Inc., headquartered in Houston, Texas, provides high-
performance systems management software products for mainframe and
client/server based information systems. The company also sells and
provides maintenance enhancement and support services for its products.
Check Point Software Technologies Ltd., headquartered in Ramat-Gan,
Israel, develops, sells and supports secure enterprise networking
solutions. The company's integrated architecture includes network
security ("FireWall-1," "VPN-1," "Open Security Manager" and "Provider-
1"), traffic control ("FloodGate-1" and "ConnectControl") and Internet
protocol address management ("Meta IP").
Microsoft Corporation, headquartered in Redmond, Washington, develops,
manufactures, licenses and supports a wide range of software products.
The company offers operating system software, server application
software, business and consumer applications software, software
development tools and Internet and intranet software. "Windows" is the
company's flagship PC operating system. The company also develops the
MSN network of Internet products and services.
Oracle Corporation, headquartered in Redwood Shores, California,
designs, develops, markets and supports computer software products with
a wide variety of uses, including database management, application
development, business intelligence and business applications.
SAP AG (ADR), headquartered in Walldorf, Germany, is an international
developer and supplier of integrated business application software
designed to provide cost-effective comprehensive solutions for businesses.
Electronics
___________
Canon Inc. (ADR), headquartered in Tokyo, Japan, manufactures office,
camera and video equipment that includes color laser and high speed
copiers, mid-range copiers, 35mm cameras and video equipment. The
company also produces and markets computer peripherals and manufactures
aligners for semiconductor chip production,
Kyocera Corporation (ADR), headquartered in Kyoto, Japan, designs and
produces fine ceramic parts, ceramic IC packages and electronic
components, as well as optical instruments. The Company is a global
producer of high tech solutions in the fields of electronics,
telecommunications, metal processing, automotive components and optics.
Koninklijke (Royal) Philips Electronics N.V., headquartered in
Amsterdam, the Netherlands, makes lighting products; consumer
electronics; components and sub-systems; music and films, integrated
circuits and discrete semiconductors; and medical systems and business
electronics. The company markets its products worldwide.
Semiconductor Equipment
_______________________
ASM Lithography Holding N.V., headquartered in Veldhoven, the
Netherlands, develops, makes, sells and services advanced
photolithography projection systems, including wafer steppers and step-
and-scan systems, that are essential to the fabrication of modern
integrated circuits.
Applied Materials, Inc., headquartered in Santa Clara, California,
develops, manufactures and markets semiconductor wafer fabrication
equipment and related spare parts to semiconductor wafer manufacturers
and semiconductor integrated circuit manufacturers.
Novellus Systems, Inc., headquartered in San Jose, California, designs,
makes, sells and services chemical vapor deposition equipment used in
the fabrication of integrated circuits. The company sells its products
to semiconductor manufacturers worldwide.
Semiconductors
______________
Altera Corporation, headquartered in San Jose, California, designs,
manufactures and markets programmable logic devices and associated
development tools to the telecommunications, data communications and
industrial applications markets.
Page 10
Intel Corporation, headquartered in Santa Clara, California, designs,
develops, makes and markets advanced microcomputer components and
related products at various levels of integration. Principal components
consist of silicon-based semiconductors etched with complex patterns of
transistors.
PMC-Sierra, Inc., headquartered in Burnaby, British Columbia, Canada,
designs, develops, markets and supports high-performance semiconductor
system solutions used in broadband communications infrastructures, high-
bandwidth networks and multimedia personal computers.
STMicroelectronics N.V., headquartered in St. Genis Pouilly, France,
designs, develops, makes and markets a broad range of semiconductor
integrated circuits and discrete devices used in a variety of
microelectronic applications, including telecommunications and computer
systems, consumer products, automotive products and industrial
automation and control systems.
Texas Instruments, Inc., headquartered in Dallas, Texas, provides
semiconductor products and designs and supplies digital signal
processing and analog technologies. The company has worldwide
manufacturing and sales operations.
Equity Securities Selected for Software Innovations 2000 Select
Portfolio, Series 2 and
Software Innovations 2000 Portfolio, Series 3
Both the Software Innovations 2000 Select Portfolio, Series 2 and the
Software Innovations 2000 Portfolio, Series 3 contain common stocks of
the following companies:
Application Software
____________________
Adobe Systems Incorporated, headquartered in San Jose, California,
develops, markets and supports computer software products and
technologies that enable users to express and use information across all
print and electronic media.
Amdocs Limited, headquartered in Chesterfield, Missouri, provides
computer systems integration and related services for the
telecommunications industry. The company markets computer software
products and related services to telecommunications companies throughout
the world.
Comverse Technology, Inc., headquartered in Woodbury, New York, makes
and sells computer and telecommunications systems for multimedia
communications and information processing applications. The company's
products are used by telephone network operators, government agencies,
call centers, financial institutions and other public and commercial
organizations worldwide.
Microsoft Corporation, headquartered in Redmond, Washington, develops,
manufactures, licenses and supports a wide range of software products.
The company offers operating system software, server application
software, business and consumer applications software, software
development tools and Internet and intranet software. "Windows" is the
company's flagship PC operating system. The company also develops the
MSN network of Internet products and services.
Paychex, Inc., headquartered in Rochester, New York, provides payroll
processing, human resource and benefits outsourcing solutions for small-
to medium-sized businesses nationwide.
Phone.com, Inc., headquartered in Redwood City, California, provides
software to deliver Internet-based services to mass-market wireless
telephones. The company's product provides access to Internet services
and intranet-based services, including news, stocks, e-mail, travel,
weather, and sports to wireless subscribers.
RealNetworks, Inc., headquartered in Seattle, Washington, develops and
markets software products and services designed to enable users of
personal computers and other digital devices to send and receive real-
time media using today's infrastructure. The company's products and
services include, "RealSystem G2," "Real Broadcast Network" and
"RealJukebox."
Computer Data Security Software
_______________________________
Check Point Software Technologies Ltd., headquartered in Ramat-Gan,
Israel, develops, sells and supports secure enterprise networking
solutions. The company's integrated architecture includes network
security ("FireWall-1," "VPN-1," "Open Security Manager" and "Provider-
1"), traffic control ("FloodGate-1" and "ConnectControl") and Internet
protocol address management ("Meta IP").
VeriSign, Inc., headquartered in Mountain View, California, provides
digital certificate solutions and infrastructure needed by companies,
government agencies, trading partners and individuals to conduct trusted
and secure communications and commerce over the Internet and over
intranets and extranets using the Internet Protocol.
e-Business Software
___________________
Ariba, Inc., headquartered in Sunnyvale, California, provides Internet-
and intranet-based business-to-business e-commerce solutions for
operating resources that include information technology and
telecommunications equipment, professional services, facilities and
office equipment, and expense items.
BEA Systems, Inc., headquartered in San Jose, California, markets and
supports software used by large organizations to enable and support
their most critical business processes. The company's products have been
Page 11
adopted in a wide variety of industries, including telecommunications,
banking and finance, manufacturing, retail and transportation.
BroadVision, Inc., headquartered in Redwood City, California, develops,
markets and supports application software solutions. The company
provides an integrated software application system, "BroadVision One-To-
One," that enables businesses to create applications for interactive
marketing and selling services on the World Wide Web.
Commerce One, Inc., headquartered in Walnut Creek, California, provides
business-to-business electronic procurement solutions. The company's
"The Commerce Chain Solution" dynamically links buying and supplying
organizations into real-time trading communities, increasing efficiency
and significantly reducing operational costs across the entire indirect
supply chain.
Digital Island, Inc., headquartered in San Francisco, California, is a
leading provider of network services for globalizing e-Business
applications. The Company serves corporations which operate in multiple
countries that need to securely and consistently extend business-
critical applications for marketing, selling, servicing or distributing
products via the Internet.
FreeMarkets, Inc., headquartered in Pittsburgh, Pennsylvania, creates
customized business-to-business online auctions for buyers of industril
parts, raw materials and commodities. The company's "BidWare Internet"
technology helps large industrial buyers obtain lower prices. In a
"FreeMarkets" online auction, suppliers from around the world can submit
bids in a real-time, interactive competition.
Peregrine Systems, Inc., headquartered in San Diego, California,
develops integrated suites of packaged infrastructure management
application software which automate the management of complex,
enterprise-wide information and infrastructure assets. The company's
primary products are "ServiceCenter" and "AssetCenter."
Enterprise Software
____________________
BMC Software, Inc., headquartered in Houston, Texas, provides high-
performance systems management software products for mainframe and
client/server based information systems. The company also sells and
provides maintenance enhancement and support services for its products.
Citrix Systems, Inc., headquartered in Fort Lauderdale, Florida,
supplies multi-user application server products that enable the
effective and efficient enterprise-wide deployment of applications that
are designed for Windows operating systems. The company's product lines
include "WinFrame" and "MetaFrame."
Cognos, Inc., headquartered in Ottawa, Ontario, Canada, develops, sells
and supports computer software tools, including tools that address the
client/server market; and provides education, consulting, and technical
support services to support the customers' implementation and ongoing
use of its software products.
Compuware Corporation, headquartered in Farmington Hills, Michigan,
develops, sells and supports an integrated line of software products as
well as client/server systems management and application development
products. The company also offers data processing professional services.
i2 Technologies, Inc., headquartered in Dallas, Texas, provides supply
chain management software, which encompasses the planning and scheduling
of manufacturing and related logistics from raw materials procurement
through work-in-process to customer delivery. The company's product,
"RHYTHM," generates integrated solutions to planning and scheduling
problems.
Oracle Corporation, headquartered in Redwood City, California, designs,
develops, markets and supports computer software products with a wide
variety of uses, including database management, application development
and business intelligence, and business applications.
SAP AG (ADR), headquartered in Walldorf, Germany, is one of the largest
enterprise software companies in the world. The company develops
business software, consults on organizational usage of its applications
software and provides training services.
Siebel Systems, Inc., headquartered in San Mateo, California, designs,
sells and supports enterprise-class sales and marketing information
software systems. The company also designs, develops and markets a Web-
based application software product.
VERITAS Software Corporation, headquartered in Mountain View,
California, designs, develops, markets and supports enterprise data
storage management and high availability products for open system
environments.
Equity Securities Selected for World Wide Wireless Select Portfolio,
Series 2 and
World Wide Wireless Portfolio, Series 2
Both the World Wide Wireless Select Portfolio, Series 2 and the World
Wide Wireless Portfolio, Series 2 contain common stocks of the following
companies:
Communications Services (Domestic)
__________________________________
AT&T Corp., headquartered in New York, New York, provides voice, data
and video telecommunications services; regional, domestic, international
and local communication transmission services; cellular telephone and
other wireless services; and billing, directory and calling card services.
Page 12
Bell Atlantic Corporation, headquartered in New York, New York, operates
a diversified telecommunications concern that provides voice and data
transport and calling services network access, directory publishing and
public telephone services to customers in the mid-Atlantic and New
England regions.
Nextel Communications, Inc. (Class A), headquartered in Reston,
Virginia, with subsidiaries, provides a wide array of digital and analog
wireless communications services throughout the United States. The
company markets its products under the "Nextel" brand name.
Phone.com, Inc., headquartered in Redwood City, California, provides
software to deliver Internet-based services to mass-market wireless
telephones. The company's product provides access to Internet services
and intranet-based services, including news, stocks, e-mail, travel,
weather, and sports to wireless subscribers.
Sprint Corp. (PCS Group), headquartered in Kansas City, Missouri,
operates the largest 100% digital, 100% personal cellular communication
system ("PCS") nationwide wireless network in the United States.
United States Cellular Corporation, headquartered in Chicago, Illinois,
owns, operates and invests in cellular telephone systems throughout the
United States.
Communications Services (International)
_______________________________________
Cable & Wireless Plc (ADR), headquartered in London, England, operates
as an international provider of telecommunications and multimedia
communications services in more than 70 countries, including the United
Kingdom, Australia, the Caribbean, Hong Kong, Japan and the United
States. The company also operates a fleet of vessels and submersible
vehicles for laying and burying cable.
China Telecom (Hong Kong) Limited (ADR), headquartered in Wanchai, Hong
Kong, provides cellular telecommunications services in Guangdong and
Zhejiang, among the most economically developed provinces in the
People's Republic of China.
Deutsche Telekom AG (ADR), headquartered in Bonn, Germany, is one of
Europe's, and the world's, largest telecommunications services
providers. The company offers domestic and international public fixed-
link voice telephone service in Germany. The company also offers data
transmission services, network services, on-line services, telephone
directory publishing, dial-in information lines, paging and mobile
telecommunications services, and supplies and services
telecommunications equipment.
Millicom International Cellular S.A., headquartered in Bertrange,
Luxembourg, develops and operates cellular telephone networks under
licenses in numerous countries, mainly in emerging markets in Africa,
Asia, Europe and Latin America.
NTT Mobile Communications Network, Inc. (ADR), headquartered in Tokyo,
Japan, provides various types of telecommunications services including
cellular phone, personal handyphone system (PHS), paging, and other
telephone, satellite mobile communication and wireless Private Branch
Exchange (PBX) system services. The company also sells cellular phones,
PNS, car phones and pagers.
SK Telecom Co. Ltd. (ADR), headquartered in Seoul, South Korea, provides
wireless telecommunications services, including cellular and paging
services, in Korea.
Sonera Oy (ADR), headquartered in Helsinki, Finland, provides
telecommunication services, including fixed line, mobile telephone, data
communications and networked media services. The company also operates
cellular networks and provides ATM, frame relay and Internet services.
Telecom Italia SpA (ADR), headquartered in Rome, Italy, is the financial
parent of companies operating in the fields of telecommunications,
manufacturing, electronics and network construction. The company's
subsidiaries are also active in publishing, telematics information and
auxiliary services.
Telefonica S.A. (ADR), headquartered in Madrid, Spain, is the exclusive
supplier of voice telephone services in Spain under a contract with the
Spanish State. The company also provides telecommunications services in
Argentina, Brazil, El Salvador, Peru, Portugal, Puerto Rico, the United
States and Venezuela.
Vodafone AirTouch Plc (ADR), headquartered in Newbury, Berkshire,
England, provides mobile telecommunication services, supplying its
customers with digital and analog cellular telephone, paging and
personal communications services. The company offers its services in
many countries, including Australia, Egypt, Fiji, France, Germany,
Greece, Malta, the Netherlands, New Zealand, South Africa, Sweden,
Uganda and the United States.
Communications Equipment
________________________
Comverse Technology, Inc., headquartered in Woodbury, New York, makes
and sells computer and telecommunications systems for multimedia
communications and information processing applications, which are used
by telephone network operators, government agencies, call centers,
financial institutions and other public and commercial organizations
worldwide.
Conexant Systems, Inc., headquartered in Newport Beach, California,
makes semiconductor products for communications applications. The
company's applications include personal computing, digital information
and entertainment, wireless communications and network access.
LM Ericsson AB (ADR), headquartered in Stockholm, Sweden, develops and
produces advanced systems, products and services for wired and mobile
Page 13
communications in public and private networks worldwide. The company's
product line includes digital and analog systems for telephones and
networks, microwave radio links, radar surveillance systems and business
systems.
Harmonic Inc., headquartered in Sunnyvale, California, designs,
manufactures and markets digital and fiberoptic systems. The company's
systems enable cable, satellite and wireless operators to deliver video,
Internet, telephony and high-speed data services. The company's
"TRANsend" digital product line combines and customizes content from a
variety of sources.
Kopin Corporation, headquartered in Taunton, Massachusetts, develops,
manufactures and sells flat panel display devices and products and
custom wafer-engineered materials for commercial and consumer wireless
communications markets and for high resolution portable applications.
Lucent Technologies Inc., headquartered in Murray Hill, New Jersey,
designs, develops and manufactures communications systems, software and
products worldwide. The company's research and development activities
are conducted through Bell Laboratories.
Motorola, Inc., headquartered in Schaumburg, Illinois, designs, makes
and sells, mainly under the "Motorola" brand name, two-way land mobile
communication systems, paging and wireless data systems, personal
communications equipment and systems; semiconductors; and electronic
equipment for military and aerospace use.
Nokia Oy (ADR), headquartered in Espoo, Finland, supplies
telecommunications systems and equipment, including mobile phones,
battery chargers for mobile phones, computer monitors, multimedia
network terminals and satellite receivers. The company provides its
products and services worldwide.
Nortel Networks Corporation, headquartered in Brampton, Ontario, Canada,
makes fully-digital telecommunications switching equipment and
communications equipment and systems for business and residential use.
The company operates worldwide.
Powerwave Technologies, Inc., headquartered in Irvine, California,
designs, manufactures and markets ultra-linear radio frequency power
amplifiers for use in the wireless communications market worldwide. The
company manufactures both single- and multi-carrier radio frequency
power amplifiers for a variety of frequency ranges and transmission
protocols.
QUALCOMM Incorporated, headquartered in San Diego, California, designs,
develops, makes, sells, licenses and operates advanced communications
systems and products based on proprietary digital wireless technology.
The company's products include "CDMA" integrated circuits, wireless
phones and infrastructure products, transportation management
information systems and ground stations, and phones for the low-earth-
orbit satellite communications system.
RF Micro Devices, Inc., headquartered in Greensboro, North Carolina,
designs, develops and markets proprietary radio frequency integrated
circuits for wireless communications applications such as cellular and
PCS, cordless telephony, wireless security and remote meter reading.
Research in Motion Limited, headquartered in Waterloo, Ontario, Canada,
designs, makes and markets wireless consumer and business-to-business
electronic access products for the mobile communications market. The
company's products include two-way pagers, wireless personal computer
card adapters, software connectivity tools and embedded wireless radios.
TriQuint Semiconductor, Inc., headquartered in Hillsboro, Oregon,
design, develops, manufactures and markets a broad range of high-
performance analog and mixed-signal integrated circuits for the wireless
communications, telecommunications and computing markets. The company's
integrated circuits use its proprietary (GaAs) technology, which has
inherent physical properties that enable integrated circuits to operate
at higher speeds with lower power consumption compared to silicon devices.
We have obtained the foregoing descriptions from sources we deem
reliable. We have not independently verified the provided information
either in terms of accuracy or completeness.
Page 14
CONTENTS OF REGISTRATION STATEMENT
A. Bonding Arrangements of Depositor:
Nike Securities L.P. is covered by a Brokers' Fidelity Bond,
in the total amount of $1,000,000, the insurer being
National Union Fire Insurance Company of Pittsburgh.
B. This Registration Statement on Form S-6 comprises the
following papers and documents:
The facing sheet
The Prospectus
The signatures
Exhibits
S-1
SIGNATURES
The Registrant, FT 415, hereby identifies The First Trust
Special Situations Trust, Series 4; The First Trust Special
Situations Trust, Series 18; The First Trust Special Situations
Trust, Series 69; The First Trust Special Situations Trust,
Series 108; The First Trust Special Situations Trust, Series 119;
The First Trust Special Situations Trust, Series 190; FT 286; The
First Trust Combined Series 272; and FT 412 for purposes of the
representations required by Rule 487 and represents the
following:
(1) that the portfolio securities deposited in the series
as to the securities of which this Registration Statement is
being filed do not differ materially in type or quality from
those deposited in such previous series;
(2) that, except to the extent necessary to identify the
specific portfolio securities deposited in, and to provide
essential financial information for, the series with respect to
the securities of which this Registration Statement is being
filed, this Registration Statement does not contain disclosures
that differ in any material respect from those contained in the
registration statements for such previous series as to which the
effective date was determined by the Commission or the staff; and
(3) that it has complied with Rule 460 under the Securities
Act of 1933.
Pursuant to the requirements of the Securities Act of 1933,
the Registrant, FT 415, has duly caused this Amendment to
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Village of Lisle
and State of Illinois on March 3, 2000.
FT 415
By NIKE SECURITIES L.P.
Depositor
By Robert M. Porcellino
Senior Vice President
S-2
Pursuant to the requirements of the Securities Act of 1933,
this Amendment to the Registration Statement has been signed
below by the following person in the capacity and on the date
indicated:
NAME TITLE* DATE
David J. Allen Sole Director )
of Nike Securities )
Corporation, the ) March 3, 2000
General Partner of )
Nike Securities L.P.)
)
)
) Robert M. Porcellino
) Attorney-in-Fact**
)
* The title of the person named herein represents his
capacity in and relationship to Nike Securities L.P.,
Depositor.
** An executed copy of the related power of attorney
was filed with the Securities and Exchange Commission in
connection with the Amendment No. 1 to Form S-6 of The
First Trust Combined Series 258 (File No. 33-63483) and
the same is hereby incorporated herein by this reference.
S-3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" and to the use of our report dated March 3, 2000 in
Amendment No. 1 to the Registration Statement (Form S-6) (File
No. 333-31176) and related Prospectus of FT 415.
ERNST & YOUNG LLP
Chicago, Illinois
March 3, 2000
CONSENTS OF COUNSEL
The consents of counsel to the use of their names in the
Prospectus included in this Registration Statement will be
contained in their respective opinions to be filed as Exhibits
3.1, 3.2, 3.3 and 3.4 of the Registration Statement.
CONSENT OF FIRST TRUST ADVISORS L.P.
The consent of First Trust Advisors L.P. to the use of its
name in the Prospectus included in the Registration Statement
will be filed as Exhibit 4.1 to the Registration Statement.
S-4
EXHIBIT INDEX
1.1 Form of Standard Terms and Conditions of Trust for The
First Trust Special Situations Trust, Series 22 and
certain subsequent Series, effective November 20, 1991
among Nike Securities L.P., as Depositor, United States
Trust Company of New York as Trustee, Securities
Evaluation Service, Inc., as Evaluator, and First Trust
Advisors L.P. as Portfolio Supervisor (incorporated by
reference to Amendment No. 1 to Form S-6 [File No. 33-
43693] filed on behalf of The First Trust Special
Situations Trust, Series 22).
1.1.1 Form of Trust Agreement for FT 415 among Nike Securities
L.P., as Depositor, The Chase Manhattan Bank, as
Trustee, First Trust Advisors L.P., as Evaluator, and
First Trust Advisors L.P., as Portfolio Supervisor.
1.2 Copy of Certificate of Limited Partnership of Nike
Securities L.P. (incorporated by reference to Amendment
No. 1 to Form S-6 [File No. 33-42683] filed on behalf of
The First Trust Special Situations Trust, Series 18).
1.3 Copy of Amended and Restated Limited Partnership
Agreement of Nike Securities L.P. (incorporated by
reference to Amendment No. 1 to Form S-6 [File No. 33-
42683] filed on behalf of The First Trust Special
Situations Trust, Series 18).
1.4 Copy of Articles of Incorporation of Nike Securities
Corporation, the general partner of Nike Securities
L.P., Depositor (incorporated by reference to Amendment
No. 1 to Form S-6 [File No. 33-42683] filed on behalf of
The First Trust Special Situations Trust, Series 18).
1.5 Copy of By-Laws of Nike Securities Corporation, the
general partner of Nike Securities L.P., Depositor
(incorporated by reference to Amendment No. 1 to Form S-
6 [File No. 33-42683] filed on behalf of The First Trust
Special Situations Trust, Series 18).
1.6 Underwriter Agreement (incorporated by reference to
Amendment No. 1 to Form S-6 [File No. 33-42755] filed on
behalf of The First Trust Special Situations Trust,
Series 19).
2.1 Copy of Certificate of Ownership (included in Exhibit
1.1 filed herewith on page 2 and incorporated herein by
reference).
2.2 Copy of Code of Ethics
S-5
3.1 Opinion of counsel as to legality of securities being
registered.
3.2 Opinion of counsel as to Federal income tax status of
securities being registered.
3.3 Opinion of counsel as to New York income tax status of
securities being registered.
3.4 Opinion of counsel as to advancement of funds by
Trustee.
4.1 Consent of First Trust Advisors L.P.
6.1 List of Directors and Officers of Depositor and other
related information (incorporated by reference to
Amendment No. 1 to Form S-6 [File No. 33-42683] filed on
behalf of The First Trust Special Situations Trust,
Series 18).
7.1 Power of Attorney executed by the Director listed on
page S-3 of this Registration Statement (incorporated by
reference to Amendment No. 1 to Form S-6 [File No. 33-
63483] filed on behalf of The First Trust Combined
Series 258).
S-6
MEMORANDUM
FT 415
File No. 333-31176
The Prospectus and the Indenture filed with Amendment No. 1
of the Registration Statement on Form S-6 have been revised to
reflect information regarding the execution of the Indenture and
the deposit of Securities on March 3, 2000 and to set forth
certain statistical data based thereon. In addition, there are a
number of other changes described below.
THE PROSPECTUS
Cover Page The date of the Trusts has been added.
Pages 3-6 The following information for the Trusts appears:
The Aggregate Value of Securities initially
deposited have been added.
The initial number of units of the Trusts
Sales charge
The Public Offering Price per Unit as of the
business day before the Initial Date of Deposit
The Mandatory Termination Date has been added.
Page 8 The Report of Independent Auditors has been
completed.
Pages 9-12 The Statements of Net Assets have been completed.
Pages 13-25 The Schedules of Investments have been completed.
Back Cover The date of the Prospectus has been included.
THE TRUST AGREEMENT AND STANDARD TERMS AND CONDITIONS OF TRUST
The Trust Agreement has been conformed to reflect
the execution thereof.
CHAPMAN AND CUTLER
March 3, 2000
Nike Securities L.P.
Unit Investment Trust Code of Ethics
I. STATEMENT OF GENERAL PRINCIPLES
This Code of Ethics is being adopted by Nike Securities L.P. (the
"Company"), The First Trust Special Situations Trust, The First Trust
Combined Series, The First Trust of Insured Municipal Bonds, The First
Trust GNMA, and The First Trust of Insured Municipal Bonds - Multi-State
(the "Trusts") in recognition of the fact that the Company owes a duty
at all times to place the interests of holders of Units of the Trusts
first. In recognition of such duty it is the Company's policy that the
personal securities transactions and other activities of Company
personnel be conducted consistent with this Code of Ethics and in such a
manner as to avoid any actual or potential conflict of interest or any
abuse of an individual's position of trust and responsibility that could
occur through such activities as "insider trading" or "frontrunning"
Trust securities trades. It is also the Company's policy that Company
personnel should not take inappropriate advantage of their position with
respect to Trusts sponsored by the Company and that such personnel
should avoid any situation that might compromise, or call into question,
their exercise of fully independent judgment in the interest of Unit
holders.
II. DEFINITIONS
For Purposes of this Code of Ethics:
A. "Company" shall mean Nike Securities L.P.
B. "Trust" shall mean any unit investment trust sponsored by the Company.
C. "Unit holder" shall mean the holder of any unit of any Trust.
D. "Access Person" shall mean any partner, officer or employee of the
Company who makes, participates in or obtains information regarding the
purchase or sale of securities for a Trust's portfolio or whose
functions or duties as part of the ordinary course of his business
relate to the making of any recommendation regarding the purchase or
sale of securities for a Trust and includes, but is not limited to, all
personnel in the Company's research, new products, securities trading,
unit investment trust trading, wholesaling, evaluation, marketing, trust
administration, compliance, legal, corporate publishing and investment
advisory departments and any and all supervisors thereof.
E. "Investment Person" shall mean any officer or employee of the
Company who makes, participates in or executes decisions regarding the
purchase or sale of securities for a Trust's portfolio and includes, but
is not limited to, all personnel in the Company's research, new
products, securities trading, trust administration and investment
advisory departments and any and all supervisors thereof ; provided,
however, that any person shall be deemed to be an Investment Person for
purposes of this Code of Ethics only with respect to the type of
security for which such person makes, participates in or executes
purchase or sale decisions and provided further that any person who is
an Investment Person with respect to any type of security under the Code
shall be an Access person for purposes of all provisions of the Code.
III. PROHIBITED PRACTICES
In furtherance of the policies set forth in paragraph I above, the
following practices shall be prohibited:
A. No Investment Person shall purchase any security during the initial
public offering of such security.
B. No Investment Person shall purchase any security in a private
placement transaction unless the purchase has been approved in writing
and in advance by the Compliance Department. In considering whether to
approve any such transaction, the Compliance Department shall take into
account, among other factors, whether the investment opportunity should
be reserved for any existing or proposed Trust and its Unit holders and
whether the opportunity is being offered to an individual by virtue of
his position. Any Investment Person who has been authorized to acquire
securities in a private placement shall disclose that investment to the
Compliance Department before he takes part in a subsequent consideration
of any Trust's investment in that issuer, and the decision to include
securities of such issuer in a Trust shall be subject to independent
review by General Counsel of the Company.
C. No Access Person shall purchase or sell any security prior to the
initial public offering period of a Trust which it is proposed may
contain that security in its portfolio. No Access Person shall
purchase or sell any security on a day during which there is "buy" or a
"sell" order from a Trust for that security until such order is executed
or withdrawn. No Investment Person shall purchase or sell a security
within seven days before or after that security is bought or sold by a
Trust. Any profits realized on transactions prohibited by this Section
shall be disgorged.
D. No Investment Person shall profit from the purchase and sale, or sale
and purchase, of the same (or equivalent) securities within 30 days.
Any profits realized on transactions prohibited by this Section shall be
disgorged.
E. No Investment Person shall serve on the Board of Directors of a
publicly traded company absent prior authorization of the Compliance
Department upon a determination that board service would be consistent
with the interests of Trusts and their Unit holders and the
establishment of appropriate "Chinese wall" procedures by the Compliance
Department.
F. Any provision of this Code of Ethics prohibiting any transaction by an
Access Person or Investment Person shall prohibit any transaction in
which such person has, obtains or disposes of any beneficial ownership
interest.
IV. COMPLIANCE PROCEDURES
In order to effectuate and monitor the foregoing policies and
prohibitions, all Access Persons and Investment Persons shall be
required to comply with the following procedures:
A. The securities trading personnel of the Company shall provide the
Compliance Department with a daily summary of buy and sell orders
entered by, on behalf of, or with respect to both Trusts and the
Company's unit investment trust accumulation account or accounts. The
Research Department shall notify the Compliance Department, in writing,
of the composition of the proposed portfolio of any proposed Trust on
the day that portfolio is determined. The Trust Administration
Department shall provide the Compliance Department with a daily written
summary of the Trusts, if any, for which a public offering has either
commenced or been terminated.
B. Each Access Person shall direct any firms at which he maintains
brokerage accounts to provide on a timely basis duplicate copies of
confirmations of all personal securities transactions and periodic
statements for all securities accounts to the Compliance Department.
The Compliance Department shall date stamp all duplicate copies of
personal securities transactions and account statements upon receipt.
C. Each Access Person shall disclose all personal securities holdings to
the Compliance Department both upon commencement of employment with the
Company and within 15 days of the end of each calendar year by
submitting the form attached to this Code of Ethics as Exhibit A.
D. Within 15 days following the end of each calendar year, each Access
Person shall certify to the Company that he has read and understands
this Code of Ethics and recognizes that he is subject to it and that he
has complied with the requirements of this Code of Ethics by submitting
the form attached hereto as Exhibit B.
E. Within 10 days following the end of each calendar quarter, each Access
Person shall report to the Compliance Department all personal
securities transactions effected during such quarter by submitting the
form attached hereto as Exhibit C.
F. Any provision of this Code of Ethics requiring an Access Person or
Investment Person to report securities transactions or securities
positions to the Company shall require the reporting of any transaction
or position in which such person has, acquires or disposes of any
beneficial ownership interest.
V. EXEMPTIONS
The following transactions shall be exempted from the provisions of
Article III and, in the case of paragraph A and C, Article IV of this
Code of Ethics:
A. The purchase or sale of U.S. government securities, money market
instruments or mutual funds.
B. The purchase or sale of shares of issuers whose shares are traded on a
national or foreign securities exchange and which have a market
capitalization of at least $1 billion.
C. Purchases which are part of an automatic dividend reinvestment plan or
which involve no investment decision by the purchaser.
VI. SANCTIONS
Upon discovery of a violation of this Code of Ethics, including either
violations of the enumerated provisions or the general principles
provided, the Company may impose such sanctions as it deems appropriate,
including, inter alia, a fine, letter of censure or suspension or
termination of the employment of the violator.
EXHIBIT A
NIKE SECURITIES L.P.
ACCESS/INVESTMENT PERSON
SECURITIES HOLDINGS REPORT
Name of Access/Investment Person: ______________________________________
Date: ______________________________________________________
|_|I hereby certify that as of _________________, I had a beneficial
ownership interest in no securities other than those set forth below.
# of shares/
Issuer principal amount Market Value
OR
|_|I hereby certify that as of __________________, I had a beneficial
ownership interest in no securities other than those set forth on the
attached brokerage account statements.
OR
|_|I hereby certify that as of __________________, I had a beneficial
interest in no securities.
______________________________________
Signature
EXHIBIT B
NIKE SECURITIES L.P.
ACCESS/INVESTMENT PERSON
CODE OF ETHICS CERTIFICATION
I, ___________________________, hereby certify that I have read, and
understand the NIKE SECURITIES L.P. Code of Ethics. Furthermore, I
certify that I have complied with its provisions during the preceding
year.
____________________________ _________________________
Signature Date
EXHIBIT C
NIKE SECURITIES L.P.
ACCESS/INVESTMENT PERSON
QUARTERLY TRANSACTION REPORT
Name of Access/Investment Person: __________________________________
Date: _____________________
|_|I hereby certify that during the calendar quarter ended _____________,
I had a beneficial ownership interest in the following securities
transactions:
# of shares/
Type of Transaction Type of Security Issuer principal amount $ amount
___________________ ________________ ______ ________________ ________
OR
|_|I hereby certify that during the calendar quarter ended __________, I
had a beneficial ownership interest in no securities transactions other
than those set forth on the attached brokerage account confirmations.
OR
|_|I hereby certify that during the calendar quarter ended ___________, I
had a beneficial ownership interest in no securities transactions.
_________________________________________
Signature
FT 415
TRUST AGREEMENT
Dated: March 3, 2000
The Trust Agreement among Nike Securities L.P., as
Depositor, The Chase Manhattan Bank, as Trustee and First Trust
Advisors L.P., as Evaluator and Portfolio Supervisor, sets forth
certain provisions in full and incorporates other provisions by
reference to the document entitled "Standard Terms and Conditions
of Trust for The First Trust Special Situations Trust, Series 22
and certain subsequent Series, Effective November 20, 1991"
(herein called the "Standard Terms and Conditions of Trust"), and
such provisions as are incorporated by reference constitute a
single instrument. All references herein to Articles and
Sections are to Articles and Sections of the Standard Terms and
Conditions of Trust.
WITNESSETH THAT:
In consideration of the premises and of the mutual
agreements herein contained, the Depositor, the Trustee, the
Evaluator and the Portfolio Supervisor agree as follows:
PART I
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II and Part III hereof,
all the provisions contained in the Standard Terms and Conditions
of Trust are herein incorporated by reference in their entirety
and shall be deemed to be a part of this instrument as fully and
to the same extent as though said provisions had been set forth
in full in this instrument.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
FOR BANDWITH SELECT PORTFOLIO, SERIES 3
The following special terms and conditions are hereby agreed
to:
A. The Securities initially deposited in the Trust
pursuant to Section 2.01 of the Standard Terms and Conditions of
Trust are set forth in the Schedules hereto.
B. (1) The aggregate number of Units outstanding for the
Trust on the Initial Date of Deposit and the initial fractional
undivided interest in and ownership of the Trust represented by
each Unit thereof are set forth in the Prospectus in the section
"Summary of Essential Information."
Documents representing this number of Units for the Trust
are being delivered by the Trustee to the Depositor pursuant to
Section 2.03 of the Standard Terms and Conditions of Trust.
C. The Percentage Ratio on the Initial Date of Deposit is
as set forth in the Prospectus under "Schedule of Investments."
D. The Record Date shall be as set forth in the prospectus
under "Summary of Essential Information."
E. The Distribution Date shall be as set forth in the
Prospectus under "Summary of Essential Information."
F. The Mandatory Termination Date for the Trust shall be
as set forth in the Prospectus under "Summary of Essential
Information."
G. The Evaluator's compensation as referred to in
Section 4.03 of the Standard Terms and Conditions of Trust shall
be an annual fee in the amount of $.0030 per Unit, calculated
based on the largest number of Units outstanding during the
calendar year except during the initial offering period as
determined in Section 4.01 of this Indenture, in which case the
fee is calculated based on the largest number of units
outstanding during the period for which the compensation is paid
(such annual fee to be pro rated for any calendar year in which
the Evaluator provides services during less than the whole of
such year). Such fee may exceed the actual cost of providing
such evaluation services for the Trust, but at no time will the
total amount received for evaluation services rendered to unit
investment trusts of which Nike Securities L.P. is the sponsor in
any calendar year exceed the aggregate cost to the Evaluator of
supplying such services in such year.
H. The Trustee's Compensation Rate pursuant to
Section 6.04 of the Standard Terms and Conditions of Trust shall
be an annual fee in the amount of $.0095 per Unit, calculated
based on the largest number of Units outstanding during the
calendar year except during the initial offering period as
determined in Section 4.01 of this Indenture, in which case the
fee is calculated based on the largest number of units
outstanding during the period for which the compensation is paid
(such annual fee to be pro rated for any calendar year in which
the Trustee provides services during less than the whole of such
year). However, in no event, except as may otherwise be provided
in the Standard Terms and Conditions of Trust, shall the Trustee
receive compensation in any one year from any Trust of less than
$2,000 for such annual compensation.
I. The Initial Date of Deposit for the Trust is March 3,
2000.
J. The minimum amount of Securities to be sold by the
Trustee pursuant to Section 5.02 of the Indenture for the
redemption of Units shall be 100 shares.
K. The Depositors compensation for providing bookkeeping
and other administrative services as described in Section 3.14 of
the Standard Terms and Conditions of Trust shall be an annual fee
in the amount of $.0015 per Unit.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
FOR E-INFRASTRUCTURE SELECT PORTFOLIO, SERIES 2
The following special terms and conditions are hereby agreed
to:
A. The Securities initially deposited in the Trust
pursuant to Section 2.01 of the Standard Terms and Conditions of
Trust are set forth in the Schedules hereto.
B. (1) The aggregate number of Units outstanding for the
Trust on the Initial Date of Deposit and the initial fractional
undivided interest in and ownership of the Trust represented by
each Unit thereof are set forth in the Prospectus in the section
"Summary of Essential Information."
Documents representing this number of Units for the Trust
are being delivered by the Trustee to the Depositor pursuant to
Section 2.03 of the Standard Terms and Conditions of Trust.
C. The Percentage Ratio on the Initial Date of Deposit is
as set forth in the Prospectus under "Schedule of Investments."
D. The Record Date shall be as set forth in the prospectus
under "Summary of Essential Information."
E. The Distribution Date shall be as set forth in the
Prospectus under "Summary of Essential Information."
F. The Mandatory Termination Date for the Trust shall be
as set forth in the Prospectus under "Summary of Essential
Information."
G. The Evaluator's compensation as referred to in
Section 4.03 of the Standard Terms and Conditions of Trust shall
be an annual fee in the amount of $.0030 per Unit, calculated
based on the largest number of Units outstanding during the
calendar year except during the initial offering period as
determined in Section 4.01 of this Indenture, in which case the
fee is calculated based on the largest number of units
outstanding during the period for which the compensation is paid
(such annual fee to be pro rated for any calendar year in which
the Evaluator provides services during less than the whole of
such year). Such fee may exceed the actual cost of providing
such evaluation services for the Trust, but at no time will the
total amount received for evaluation services rendered to unit
investment trusts of which Nike Securities L.P. is the sponsor in
any calendar year exceed the aggregate cost to the Evaluator of
supplying such services in such year.
H. The Trustee's Compensation Rate pursuant to
Section 6.04 of the Standard Terms and Conditions of Trust shall
be an annual fee in the amount of $.0095 per Unit, calculated
based on the largest number of Units outstanding during the
calendar year except during the initial offering period as
determined in Section 4.01 of this Indenture, in which case the
fee is calculated based on the largest number of units
outstanding during the period for which the compensation is paid
(such annual fee to be pro rated for any calendar year in which
the Trustee provides services during less than the whole of such
year). However, in no event, except as may otherwise be provided
in the Standard Terms and Conditions of Trust, shall the Trustee
receive compensation in any one year from any Trust of less than
$2,000 for such annual compensation.
I. The Initial Date of Deposit for the Trust is March 3,
2000.
J. The minimum amount of Securities t o be sold by the
Trustee pursuant to Section 5.02 of the Indenture for the
redemption of Units shall be 100 shares.
K. The Depositors compensation for providing bookkeeping
and other administrative services as described in Section 3.14 of
the Standard Terms and Conditions of Trust shall be an annual fee
in the amount of $.0015 per Unit.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
FOR GENOMICS & PROTEOMICS SELECT PORTFOLIO SERIES
The following special terms and conditions are hereby agreed
to:
A. The Securities initially deposited in the Trust
pursuant to Section 2.01 of the Standard Terms and Conditions of
Trust are set forth in the Schedules hereto.
B. (1) The aggregate number of Units outstanding for the
Trust on the Initial Date of Deposit and the initial fractional
undivided interest in and ownership of the Trust represented by
each Unit thereof are set forth in the Prospectus in the section
"Summary of Essential Information."
Documents representing this number of Units for the Trust
are being delivered by the Trustee to the Depositor pursuant to
Section 2.03 of the Standard Terms and Conditions of Trust.
C. The Percentage Ratio on the Initial Date of Deposit is
as set forth in the Prospectus under "Schedule of Investments."
D. The Record Date shall be as set forth in the prospectus
under "Summary of Essential Information."
E. The Distribution Date shall be as set forth in the
Prospectus under "Summary of Essential Information."
F. The Mandatory Termination Date for the Trust shall be
as set forth in the Prospectus under "Summary of Essential
Information."
G. The Evaluator's compensation as referred to in
Section 4.03 of the Standard Terms and Conditions of Trust shall
be an annual fee in the amount of $.0030 per Unit, calculated
based on the largest number of Units outstanding during the
calendar year except during the initial offering period as
determined in Section 4.01 of this Indenture, in which case the
fee is calculated based on the largest number of units
outstanding during the period for which the compensation is paid
(such annual fee to be pro rated for any calendar year in which
the Evaluator provides services during less than the whole of
such year). Such fee may exceed the actual cost of providing
such evaluation services for the Trust, but at no time will the
total amount received for evaluation services rendered to unit
investment trusts of which Nike Securities L.P. is the sponsor in
any calendar year exceed the aggregate cost to the Evaluator of
supplying such services in such year.
H. The Trustee's Compensation Rate pursuant to
Section 6.04 of the Standard Terms and Conditions of Trust shall
be an annual fee in the amount of $.0095 per Unit, calculated
based on the largest number of Units outstanding during the
calendar year except during the initial offering period as
determined in Section 4.01 of this Indenture, in which case the
fee is calculated based on the largest number of units
outstanding during the period for which the compensation is paid
(such annual fee to be pro rated for any calendar year in which
the Trustee provides services during less than the whole of such
year). However, in no event, except as may otherwise be provided
in the Standard Terms and Conditions of Trust, shall the Trustee
receive compensation in any one year from any Trust of less than
$2,000 for such annual compensation.
I. The Initial Date of Deposit for the Trust is March 3,
2000.
J. The minimum amount of Securities to be sold by the
Trustee pursuant to Section 5.02 of the Indenture for the
redemption of Units shall be 100 shares.
K. The Depositors compensation for providing bookkeeping
and other administrative services as described in Section 3.14 of
the Standard Terms and Conditions of Trust shall be an annual fee
in the amount of $.0015 per Unit.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
FOR GLOBAL TECHNOLOGY SELECT PORTFOLIO SERIES
The following special terms and conditions are hereby agreed
to:
A. The Securities initially deposited in the Trust
pursuant to Section 2.01 of the Standard Terms and Conditions of
Trust are set forth in the Schedules hereto.
B. (1) The aggregate number of Units outstanding for the
Trust on the Initial Date of Deposit and the initial fractional
undivided interest in and ownership of the Trust represented by
each Unit thereof are set forth in the Prospectus in the section
"Summary of Essential Information."
Documents representing this number of Units for the Trust
are being delivered by the Trustee to the Depositor pursuant to
Section 2.03 of the Standard Terms and Conditions of Trust.
C. The Percentage Ratio on the Initial Date of Deposit is
as set forth in the Prospectus under "Schedule of Investments."
D. The Record Date shall be as set forth in the prospectus
under "Summary of Essential Information."
E. The Distribution Date shall be as set forth in the
Prospectus under "Summary of Essential Information."
F. The Mandatory Termination Date for the Trust shall be
as set forth in the Prospectus under "Summary of Essential
Information."
G. The Evaluator's compensation as referred to in
Section 4.03 of the Standard Terms and Conditions of Trust shall
be an annual fee in the amount of $.0030 per Unit, calculated
based on the largest number of Units outstanding during the
calendar year except during the initial offering period as
determined in Section 4.01 of this Indenture, in which case the
fee is calculated based on the largest number of units
outstanding during the period for which the compensation is paid
(such annual fee to be pro rated for any calendar year in which
the Evaluator provides services during less than the whole of
such year). Such fee may exceed the actual cost of providing
such evaluation services for the Trust, but at no time will the
total amount received for evaluation services rendered to unit
investment trusts of which Nike Securities L.P. is the sponsor in
any calendar year exceed the aggregate cost to the Evaluator of
supplying such services in such year.
H. The Trustee's Compensation Rate pursuant to
Section 6.04 of the Standard Terms and Conditions of Trust shall
be an annual fee in the amount of $.0095 per Unit, calculated
based on the largest number of Units outstanding during the
calendar year except during the initial offering period as
determined in Section 4.01 of this Indenture, in which case the
fee is calculated based on the largest number of units
outstanding during the period for which the compensation is paid
(such annual fee to be pro rated for any calendar year in which
the Trustee provides services during less than the whole of such
year). However, in no event, except as may otherwise be provided
in the Standard Terms and Conditions of Trust, shall the Trustee
receive compensation in any one year from any Trust of less than
$2,000 for such annual compensation.
I. The Initial Date of Deposit for the Trust is March 3,
2000.
J. The minimum amount of Securities to be sold by the
Trustee pursuant to Section 5.02 of the Indenture for the
redemption of Units shall be in such amounts as determined by the
Depositor and communicated to the Trustee.
K. The Depositors compensation for providing bookkeeping
and other administrative services as described in Section 3.14 of
the Standard Terms and Conditions of Trust shall be an annual fee
in the amount of $.0015 per Unit.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
FOR SOFTWARE INNOVATIONS 2000 SELECT PORTFOLIO, SERIES 2
The following special terms and conditions are hereby agreed
to:
A. The Securities initially deposited in the Trust
pursuant to Section 2.01 of the Standard Terms and Conditions of
Trust are set forth in the Schedules hereto.
B. (1) The aggregate number of Units outstanding for the
Trust on the Initial Date of Deposit and the initial fractional
undivided interest in and ownership of the Trust represented by
each Unit thereof are set forth in the Prospectus in the section
"Summary of Essential Information."
Documents representing this number of Units for the Trust
are being delivered by the Trustee to the Depositor pursuant to
Section 2.03 of the Standard Terms and Conditions of Trust.
C. The Percentage Ratio on the Initial Date of Deposit is
as set forth in the Prospectus under "Schedule of Investments."
D. The Record Date shall be as set forth in the prospectus
under "Summary of Essential Information."
E. The Distribution Date shall be as set forth in the
Prospectus under "Summary of Essential Information."
F. The Mandatory Termination Date for the Trust shall be
as set forth in the Prospectus under "Summary of Essential
Information."
G. The Evaluator's compensation as referred to in
Section 4.03 of the Standard Terms and Conditions of Trust shall
be an annual fee in the amount of $.0030 per Unit, calculated
based on the largest number of Units outstanding during the
calendar year except during the initial offering period as
determined in Section 4.01 of this Indenture, in which case the
fee is calculated based on the largest number of units
outstanding during the period for which the compensation is paid
(such annual fee to be pro rated for any calendar year in which
the Evaluator provides services during less than the whole of
such year). Such fee may exceed the actual cost of providing
such evaluation services for the Trust, but at no time will the
total amount received for evaluation services rendered to unit
investment trusts of which Nike Securities L.P. is the sponsor in
any calendar year exceed the aggregate cost to the Evaluator of
supplying such services in such year.
H. The Trustee's Compensation Rate pursuant to
Section 6.04 of the Standard Terms and Conditions of Trust shall
be an annual fee in the amount of $.0095 per Unit, calculated
based on the largest number of Units outstanding during the
calendar year except during the initial offering period as
determined in Section 4.01 of this Indenture, in which case the
fee is calculated based on the largest number of units
outstanding during the period for which the compensation is paid
(such annual fee to be pro rated for any calendar year in which
the Trustee provides services during less than the whole of such
year). However, in no event, except as may otherwise be provided
in the Standard Terms and Conditions of Trust, shall the Trustee
receive compensation in any one year from any Trust of less than
$2,000 for such annual compensation.
I. The Initial Date of Deposit for the Trust is March 3,
2000.
J. The minimum amount of Securities to be sold by the
Trustee pursuant to Section 5.02 of the Indenture for the
redemption of Units shall be 100 shares.
K. The Depositors compensation for providing bookkeeping
and other administrative services as described in Section 3.14 of
the Standard Terms and Conditions of Trust shall be an annual fee
in the amount of $.0015 per Unit.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
FOR WORLD WIDE WIRELESS SELECT PORTFOLIO, SERIES 2
The following special terms and conditions are hereby agreed
to:
A. The Securities initially deposited in the Trust
pursuant to Section 2.01 of the Standard Terms and Conditions of
Trust are set forth in the Schedules hereto.
B. (1) The aggregate number of Units outstanding for the
Trust on the Initial Date of Deposit and the initial fractional
undivided interest in and ownership of the Trust represented by
each Unit thereof are set forth in the Prospectus in the section
"Summary of Essential Information."
Documents representing this number of Units for the Trust
are being delivered by the Trustee to the Depositor pursuant to
Section 2.03 of the Standard Terms and Conditions of Trust.
C. The Percentage Ratio on the Initial Date of Deposit is
as set forth in the Prospectus under "Schedule of Investments."
D. The Record Date shall be as set forth in the prospectus
under "Summary of Essential Information."
E. The Distribution Date shall be as set forth in the
Prospectus under "Summary of Essential Information."
F. The Mandatory Termination Date for the Trust shall be
as set forth in the Prospectus under "Summary of Essential
Information."
G. The Evaluator's compensation as referred to in
Section 4.03 of the Standard Terms and Conditions of Trust shall
be an annual fee in the amount of $.0030 per Unit, calculated
based on the largest number of Units outstanding during the
calendar year except during the initial offering period as
determined in Section 4.01 of this Indenture, in which case the
fee is calculated based on the largest number of units
outstanding during the period for which the compensation is paid
(such annual fee to be pro rated for any calendar year in which
the Evaluator provides services during less than the whole of
such year). Such fee may exceed the actual cost of providing
such evaluation services for the Trust, but at no time will the
total amount received for evaluation services rendered to unit
investment trusts of which Nike Securities L.P. is the sponsor in
any calendar year exceed the aggregate cost to the Evaluator of
supplying such services in such year.
H. The Trustee's Compensation Rate pursuant to
Section 6.04 of the Standard Terms and Conditions of Trust shall
be an annual fee in the amount of $.0095 per Unit, calculated
based on the largest number of Units outstanding during the
calendar year except during the initial offering period as
determined in Section 4.01 of this Indenture, in which case the
fee is calculated based on the largest number of units
outstanding during the period for which the compensation is paid
(such annual fee to be pro rated for any calendar year in which
the Trustee provides services during less than the whole of such
year). However, in no event, except as may otherwise be provided
in the Standard Terms and Conditions of Trust, shall the Trustee
receive compensation in any one year from any Trust of less than
$2,000 for such annual compensation.
I. The Initial Date of Deposit for the Trust is March 3,
2000.
J. The minimum amount of Securities to be sold by the
Trustee pursuant to Section 5.02 of the Indenture for the
redemption of Units shall be 100 shares.
K. The Depositors compensation for providing bookkeeping
and other administrative services as described in Section 3.14 of
the Standard Terms and Conditions of Trust shall be an annual fee
in the amount of $.0015 per Unit.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
FOR BANDWITH PORTFOLIO, SERIES 3
The following special terms and conditions are hereby agreed
to:
A. The Securities initially deposited in the Trust
pursuant to Section 2.01 of the Standard Terms and Conditions of
Trust are set forth in the Schedules hereto.
B. (1) The aggregate number of Units outstanding for the
Trust on the Initial Date of Deposit and the initial fractional
undivided interest in and ownership of the Trust represented by
each Unit thereof are set forth in the Prospectus in the section
"Summary of Essential Information."
Documents representing this number of Units for the Trust
are being delivered by the Trustee to the Depositor pursuant to
Section 2.03 of the Standard Terms and Conditions of Trust.
C. The Percentage Ratio on the Initial Date of Deposit is
as set forth in the Prospectus under "Schedule of Investments."
D. The Record Date shall be as set forth in the prospectus
under "Summary of Essential Information."
E. The Distribution Date shall be as set forth in the
Prospectus under "Summary of Essential Information."
F. The Mandatory Termination Date for the Trust shall be
as set forth in the Prospectus under "Summary of Essential
Information."
G. The Evaluator's compensation as referred to in
Section 4.03 of the Standard Terms and Conditions of Trust shall
be an annual fee in the amount of $.0030 per Unit, calculated
based on the largest number of Units outstanding during the
calendar year except during the initial offering period as
determined in Section 4.01 of this Indenture, in which case the
fee is calculated based on the largest number of units
outstanding during the period for which the compensation is paid
(such annual fee to be pro rated for any calendar year in which
the Evaluator provides services during less than the whole of
such year). Such fee may exceed the actual cost of providing
such evaluation services for the Trust, but at no time will the
total amount received for evaluation services rendered to unit
investment trusts of which Nike Securities L.P. is the sponsor in
any calendar year exceed the aggregate cost to the Evaluator of
supplying such services in such year.
H. The Trustee's Compensation Rate pursuant to
Section 6.04 of the Standard Terms and Conditions of Trust shall
be an annual fee in the amount of $.0095 per Unit, calculated
based on the largest number of Units outstanding during the
calendar year except during the initial offering period as
determined in Section 4.01 of this Indenture, in which case the
fee is calculated based on the largest number of units
outstanding during the period for which the compensation is paid
(such annual fee to be pro rated for any calendar year in which
the Trustee provides services during less than the whole of such
year). However, in no event, except as may otherwise be provided
in the Standard Terms and Conditions of Trust, shall the Trustee
receive compensation in any one year from any Trust of less than
$2,000 for such annual compensation.
I. The Initial Date of Deposit for the Trust is March 3,
2000.
J. The minimum amount of Securities to be sold by the
Trustee pursuant to Section 5.02 of the Indenture for the
redemption of Units shall be 100 shares.
K. The Depositors compensation for providing bookkeeping
and other administrative services as described in Section 3.14 of
the Standard Terms and Conditions of Trust shall be an annual fee
in the amount of $.0033 per Unit.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
FOR E-INFRASTURCTURE PORTFOLIO, SERIES 2
The following special terms and conditions are hereby agreed
to:
A. The Securities initially deposited in the Trust
pursuant to Section 2.01 of the Standard Terms and Conditions of
Trust are set forth in the Schedules hereto.
B. (1) The aggregate number of Units outstanding for the
Trust on the Initial Date of Deposit and the initial fractional
undivided interest in and ownership of the Trust represented by
each Unit thereof are set forth in the Prospectus in the section
"Summary of Essential Information."
Documents representing this number of Units for the Trust
are being delivered by the Trustee to the Depositor pursuant to
Section 2.03 of the Standard Terms and Conditions of Trust.
C. The Percentage Ratio on the Initial Date of Deposit is
as set forth in the Prospectus under "Schedule of Investments."
D. The Record Date shall be as set forth in the prospectus
under "Summary of Essential Information."
E. The Distribution Date shall be as set forth in the
Prospectus under "Summary of Essential Information."
F. The Mandatory Termination Date for the Trust shall be
as set forth in the Prospectus under "Summary of Essential
Information."
G. The Evaluator's compensation as referred to in
Section 4.03 of the Standard Terms and Conditions of Trust shall
be an annual fee in the amount of $.0030 per Unit, calculated
based on the largest number of Units outstanding during the
calendar year except during the initial offering period as
determined in Section 4.01 of this Indenture, in which case the
fee is calculated based on the largest number of units
outstanding during the period for which the compensation is paid
(such annual fee to be pro rated for any calendar year in which
the Evaluator provides services during less than the whole of
such year). Such fee may exceed the actual cost of providing
such evaluation services for the Trust, but at no time will the
total amount received for evaluation services rendered to unit
investment trusts of which Nike Securities L.P. is the sponsor in
any calendar year exceed the aggregate cost to the Evaluator of
supplying such services in such year.
H. The Trustee's Compensation Rate pursuant to
Section 6.04 of the Standard Terms and Conditions of Trust shall
be an annual fee in the amount of $.0095 per Unit, calculated
based on the largest number of Units outstanding during the
calendar year except during the initial offering period as
determined in Section 4.01 of this Indenture, in which case the
fee is calculated based on the largest number of units
outstanding during the period for which the compensation is paid
(such annual fee to be pro rated for any calendar year in which
the Trustee provides services during less than the whole of such
year). However, in no event, except as may otherwise be provided
in the Standard Terms and Conditions of Trust, shall the Trustee
receive compensation in any one year from any Trust of less than
$2,000 for such annual compensation.
I. The Initial Date of Deposit for the Trust is March 3,
2000.
J. The minimum amount of Securities to be sold by the
Trustee pursuant to Section 5.02 of the Indenture for the
redemption of Units shall be 100 shares.
K. The Depositors compensation for providing bookkeeping
and other administrative services as described in Section 3.14 of
the Standard Terms and Conditions of Trust shall be an annual fee
in the amount of $.0033 per Unit.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
FOR GENOMICS & PROTEOMICS PORTFOLIO SERIES
The following special terms and conditions are hereby agreed
to:
A. The Securities initially deposited in the Trust
pursuant to Section 2.01 of the Standard Terms and Conditions of
Trust are set forth in the Schedules hereto.
B. (1) The aggregate number of Units outstanding for the
Trust on the Initial Date of Deposit and the initial fractional
undivided interest in and ownership of the Trust represented by
each Unit thereof are set forth in the Prospectus in the section
"Summary of Essential Information."
Documents representing this number of Units for the Trust
are being delivered by the Trustee to the Depositor pursuant to
Section 2.03 of the Standard Terms and Conditions of Trust.
C. The Percentage Ratio on the Initial Date of Deposit is
as set forth in the Prospectus under "Schedule of Investments."
D. The Record Date shall be as set forth in the prospectus
under "Summary of Essential Information."
E. The Distribution Date shall be as set forth in the
Prospectus under "Summary of Essential Information."
F. The Mandatory Termination Date for the Trust shall be
as set forth in the Prospectus under "Summary of Essential
Information."
G. The Evaluator's compensation as referred to in
Section 4.03 of the Standard Terms and Conditions of Trust shall
be an annual fee in the amount of $.0030 per Unit, calculated
based on the largest number of Units outstanding during the
calendar year except during the initial offering period as
determined in Section 4.01 of this Indenture, in which case the
fee is calculated based on the largest number of units
outstanding during the period for which the compensation is paid
(such annual fee to be pro rated for any calendar year in which
the Evaluator provides services during less than the whole of
such year). Such fee may exceed the actual cost of providing
such evaluation services for the Trust, but at no time will the
total amount received for evaluation services rendered to unit
investment trusts of which Nike Securities L.P. is the sponsor in
any calendar year exceed the aggregate cost to the Evaluator of
supplying such services in such year.
H. The Trustee's Compensation Rate pursuant to
Section 6.04 of the Standard Terms and Conditions of Trust shall
be an annual fee in the amount of $.0095 per Unit, calculated
based on the largest number of Units outstanding during the
calendar year except during the initial offering period as
determined in Section 4.01 of this Indenture, in which case the
fee is calculated based on the largest number of units
outstanding during the period for which the compensation is paid
(such annual fee to be pro rated for any calendar year in which
the Trustee provides services during less than the whole of such
year). However, in no event, except as may otherwise be provided
in the Standard Terms and Conditions of Trust, shall the Trustee
receive compensation in any one year from any Trust of less than
$2,000 for such annual compensation.
I. The Initial Date of Deposit for the Trust is March 3,
2000.
J. The minimum amount of Securities to be sold by the
Trustee pursuant to Section 5.02 of the Indenture for the
redemption of Units shall be 100 shares.
K. The Depositors compensation for providing bookkeeping
and other administrative services as described in Section 3.14 of
the Standard Terms and Conditions of Trust shall be an annual fee
in the amount of $.0033 per Unit.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
FOR GLOBAL TECHNOLOGY PORTFOLIO SERIES
The following special terms and conditions are hereby agreed
to:
A. The Securities initially deposited in the Trust
pursuant to Section 2.01 of the Standard Terms and Conditions of
Trust are set forth in the Schedules hereto.
B. (1) The aggregate number of Units outstanding for the
Trust on the Initial Date of Deposit and the initial fractional
undivided interest in and ownership of the Trust represented by
each Unit thereof are set forth in the Prospectus in the section
"Summary of Essential Information."
Documents representing this number of Units for the Trust
are being delivered by the Trustee to the Depositor pursuant to
Section 2.03 of the Standard Terms and Conditions of Trust.
C. The Percentage Ratio on the Initial Date of Deposit is
as set forth in the Prospectus under "Schedule of Investments."
D. The Record Date shall be as set forth in the prospectus
under "Summary of Essential Information."
E. The Distribution Date shall be as set forth in the
Prospectus under "Summary of Essential Information."
F. The Mandatory Termination Date for the Trust shall be
as set forth in the Prospectus under "Summary of Essential
Information."
G. The Evaluator's compensation as referred to in
Section 4.03 of the Standard Terms and Conditions of Trust shall
be an annual fee in the amount of $.0030 per Unit, calculated
based on the largest number of Units outstanding during the
calendar year except during the initial offering period as
determined in Section 4.01 of this Indenture, in which case the
fee is calculated based on the largest number of units
outstanding during the period for which the compensation is paid
(such annual fee to be pro rated for any calendar year in which
the Evaluator provides services during less than the whole of
such year). Such fee may exceed the actual cost of providing
such evaluation services for the Trust, but at no time will the
total amount received for evaluation services rendered to unit
investment trusts of which Nike Securities L.P. is the sponsor in
any calendar year exceed the aggregate cost to the Evaluator of
supplying such services in such year.
H. The Trustee's Compensation Rate pursuant to
Section 6.04 of the Standard Terms and Conditions of Trust shall
be an annual fee in the amount of $.0095 per Unit, calculated
based on the largest number of Units outstanding during the
calendar year except during the initial offering period as
determined in Section 4.01 of this Indenture, in which case the
fee is calculated based on the largest number of units
outstanding during the period for which the compensation is paid
(such annual fee to be pro rated for any calendar year in which
the Trustee provides services during less than the whole of such
year). However, in no event, except as may otherwise be provided
in the Standard Terms and Conditions of Trust, shall the Trustee
receive compensation in any one year from any Trust of less than
$2,000 for such annual compensation.
I. The Initial Date of Deposit for the Trust is March 3,
2000.
J. The minimum amount of Securities to be sold by the
Trustee pursuant to Section 5.02 of the Indenture for the
redemption of Units shall be 100 shares.
K. The Depositors compensation for providing bookkeeping
and other administrative services as described in Section 3.14 of
the Standard Terms and Conditions of Trust shall be an annual fee
in the amount of $.0033 per Unit.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
FOR SOFTWARE INNOVATIONS 2000 PORTFOLIO, SERIES 3
The following special terms and conditions are hereby agreed
to:
A. The Securities initially deposited in the Trust
pursuant to Section 2.01 of the Standard Terms and Conditions of
Trust are set forth in the Schedules hereto.
B. (1) The aggregate number of Units outstanding for the
Trust on the Initial Date of Deposit and the initial fractional
undivided interest in and ownership of the Trust represented by
each Unit thereof are set forth in the Prospectus in the section
"Summary of Essential Information."
Documents representing this number of Units for the Trust
are being delivered by the Trustee to the Depositor pursuant to
Section 2.03 of the Standard Terms and Conditions of Trust.
C. The Percentage Ratio on the Initial Date of Deposit is
as set forth in the Prospectus under "Schedule of Investments."
D. The Record Date shall be as set forth in the prospectus
under "Summary of Essential Information."
E. The Distribution Date shall be as set forth in the
Prospectus under "Summary of Essential Information."
F. The Mandatory Termination Date for the Trust shall be
as set forth in the Prospectus under "Summary of Essential
Information."
G. The Evaluator's compensation as referred to in
Section 4.03 of the Standard Terms and Conditions of Trust shall
be an annual fee in the amount of $.0030 per Unit, calculated
based on the largest number of Units outstanding during the
calendar year except during the initial offering period as
determined in Section 4.01 of this Indenture, in which case the
fee is calculated based on the largest number of units
outstanding during the period for which the compensation is paid
(such annual fee to be pro rated for any calendar year in which
the Evaluator provides services during less than the whole of
such year). Such fee may exceed the actual cost of providing
such evaluation services for the Trust, but at no time will the
total amount received for evaluation services rendered to unit
investment trusts of which Nike Securities L.P. is the sponsor in
any calendar year exceed the aggregate cost to the Evaluator of
supplying such services in such year.
H. The Trustee's Compensation Rate pursuant to
Section 6.04 of the Standard Terms and Conditions of Trust shall
be an annual fee in the amount of $.0095 per Unit, calculated
based on the largest number of Units outstanding during the
calendar year except during the initial offering period as
determined in Section 4.01 of this Indenture, in which case the
fee is calculated based on the largest number of units
outstanding during the period for which the compensation is paid
(such annual fee to be pro rated for any calendar year in which
the Trustee provides services during less than the whole of such
year). However, in no event, except as may otherwise be provided
in the Standard Terms and Conditions of Trust, shall the Trustee
receive compensation in any one year from any Trust of less than
$2,000 for such annual compensation.
I. The Initial Date of Deposit for the Trust is March 3,
2000.
J. The minimum amount of Securities to be sold by the
Trustee pursuant to Section 5.02 of the Indenture for the
redemption of Units shall be 100 shares.
K. The Depositors compensation for providing bookkeeping
and other administrative services as described in Section 3.14 of
the Standard Terms and Conditions of Trust shall be an annual fee
in the amount of $.0033 per Unit.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
FOR WORLD WIDE WIRELESS PORTFOLIO, SERIES 2
The following special terms and conditions are hereby agreed
to:
A. The Securities initially deposited in the Trust
pursuant to Section 2.01 of the Standard Terms and Conditions of
Trust are set forth in the Schedules hereto.
B. (1) The aggregate number of Units outstanding for the
Trust on the Initial Date of Deposit and the initial fractional
undivided interest in and ownership of the Trust represented by
each Unit thereof are set forth in the Prospectus in the section
"Summary of Essential Information."
Documents representing this number of Units for the Trust
are being delivered by the Trustee to the Depositor pursuant to
Section 2.03 of the Standard Terms and Conditions of Trust.
C. The Percentage Ratio on the Initial Date of Deposit is
as set forth in the Prospectus under "Schedule of Investments."
D. The Record Date shall be as set forth in the prospectus
under "Summary of Essential Information."
E. The Distribution Date shall be as set forth in the
Prospectus under "Summary of Essential Information."
F. The Mandatory Termination Date for the Trust shall be
as set forth in the Prospectus under "Summary of Essential
Information."
G. The Evaluator's compensation as referred to in
Section 4.03 of the Standard Terms and Conditions of Trust shall
be an annual fee in the amount of $.0030 per Unit, calculated
based on the largest number of Units outstanding during the
calendar year except during the initial offering period as
determined in Section 4.01 of this Indenture, in which case the
fee is calculated based on the largest number of units
outstanding during the period for which the compensation is paid
(such annual fee to be pro rated for any calendar year in which
the Evaluator provides services during less than the whole of
such year). Such fee may exceed the actual cost of providing
such evaluation services for the Trust, but at no time will the
total amount received for evaluation services rendered to unit
investment trusts of which Nike Securities L.P. is the sponsor in
any calendar year exceed the aggregate cost to the Evaluator of
supplying such services in such year.
H. The Trustee's Compensation Rate pursuant to
Section 6.04 of the Standard Terms and Conditions of Trust shall
be an annual fee in the amount of $.0095 per Unit, calculated
based on the largest number of Units outstanding during the
calendar year except during the initial offering period as
determined in Section 4.01 of this Indenture, in which case the
fee is calculated based on the largest number of units
outstanding during the period for which the compensation is paid
(such annual fee to be pro rated for any calendar year in which
the Trustee provides services during less than the whole of such
year). However, in no event, except as may otherwise be provided
in the Standard Terms and Conditions of Trust, shall the Trustee
receive compensation in any one year from any Trust of less than
$2,000 for such annual compensation.
I. The Initial Date of Deposit for the Trust is March 3,
2000.
J. The minimum amount of Securities to be sold by the
Trustee pursuant to Section 5.02 of the Indenture for the
redemption of Units shall be 100 shares.
K. The Depositors compensation for providing bookkeeping
and other administrative services as described in Section 3.14 of
the Standard Terms and Conditions of Trust shall be an annual fee
in the amount of $.0033 per Unit.
PART III
A. Notwithstanding anything to the contrary in the
Standard Terms and Conditions of Trust, references to subsequent
Series established after the date of effectiveness of the First
Trust Special Situations Trust, Series 24 shall include FT 415.
B. The term "Principal Account" as set forth in the
Standard Terms an Conditions of Trust shall be replaced with the
term "Capital Account."
C. Section 1.01(2) shall be amended to read as follows:
"(2) "Trustee" shall mean The Chase Manhattan Bank, or
any successor trustee appointed as hereinafter provided."
All references to United States Trust Company of New York in
the Standard Terms and Conditions of Trust shall be amended to
refer to The Chase Manhattan Bank.
D. Section 1.01(3) shall be amended to read as follows:
"(3) "Evaluator" shall mean First Trust Advisors L.P.
and its successors in interest, or any successor evaluator
appointed as hereinafter provided."
E. Section 1.01(4) shall be amended to read as follows:
"(4) "Portfolio Supervisor" shall mean First Trust
Advisors L.P. and its successors in interest, or any
successor portfolio supervisor appointed as hereinafter
provided."
F. Paragraph (b) of Section 2.01 shall be restated in its
entirety as follows:
(b)(1)From time to time following the Initial Date of
Deposit, the Depositor is hereby authorized, in its
discretion, to assign, convey to and deposit with the
Trustee (i) additional Securities, duly endorsed in blank or
accompanied by all necessary instruments of assignment and
transfer in proper form, (ii) Contract Obligations relating
to such additional Securities, accompanied by cash and/or
Letter(s) of Credit as specified in paragraph (c) of this
Section 2.01, or (iii) cash (or a Letter of Credit in lieu
of cash) with instructions to purchase additional
Securities, in an amount equal to the portion of the Unit
Value of the Units created by such deposit attributable to
the Securities to be purchased pursuant to such
instructions. Except as provided in the following
subparagraphs (2), (3) and (4) the Depositor, in each case,
shall ensure that each deposit of additional Securities
pursuant to this Section shall maintain, as nearly as
practicable, the Percentage Ratio. Each such deposit of
additional Securities shall be made pursuant to a Notice of
Deposit of Additional Securities delivered by the Depositor
to the Trustee. Instructions to purchase additional
Securities shall be in writing, and shall specify the name
of the Security, CUSIP number, if any, aggregate amount,
price or price range and date to be purchased. When
requested by the Trustee, the Depositor shall act as broker
to execute purchases in accordance with such instructions;
the Depositor shall be entitled to compensation therefor in
accordance with applicable law and regulations. The Trustee
shall have no liability for any loss or depreciation
resulting from any purchase made pursuant to the Depositor's
instructions or made by the Depositor as broker.
(2) Additional Securities (or Contract Obligations
therefor) may, at the Depositor's discretion, be deposited
or purchased in round lots. If the amount of the deposit is
insufficient to acquire round lots of each Security to be
acquired, the additional Securities shall be deposited or
purchased in the order of the Security in the Trust most
under-represented immediately before the deposit with
respect to the Percentage Ratio.
(3) If at the time of a deposit of additional
Securities, Securities of an issue deposited on the Initial
Date of Deposit (or of an issue of Replacement Securities
acquired to replace an issue deposited on the Initial Date
of Deposit) are unavailable, cannot be purchased at
reasonable prices or their purchase is prohibited or
restricted by applicable law, regulation or policies, the
Depositor may (i) deposit, or instruct the Trustee to
purchase, in lieu thereof, another issue of Securities or
Replacement Securities or (ii) deposit cash or a letter of
credit in an amount equal to the valuation of the issue of
Securities whose acquisition is not feasible with
instructions to acquire such Securities of such issue when
they become available.
(4) Any contrary authorization in the preceding
subparagraphs (1) through (3) notwithstanding, deposits of
additional Securities made after the 90-day period
immediately following the Initial Date of Deposit (except
for deposits made to replace Failed Contract Obligations if
such deposits occur within 20 days from the date of a
failure occurring within such initial 90-day period) shall
maintain exactly the Percentage Ratio existing immediately
prior to such deposit.
(5) In connection with and at the time of any deposit
of additional Securities pursuant to this Section 2.01(b),
the Depositor shall exactly replicate Cash (as defined
below) received or receivable by the Trust as of the date of
such deposit. For purposes of this paragraph, "Cash" means,
as to the Capital Account, cash or other property (other
than Securities) on hand in the Capital Account or
receivable and to be credited to the Capital Account as of
the date of the deposit (other than amounts to be
distributed solely to persons other than holders of Units
created by the deposit) and, as to the Income Account, cash
or other property (other than Securities) received by the
Trust as of the date of the deposit or receivable by the
Trust in respect of a record date for a payment on a
Security which has occurred or will occur before the Trust
will be the holder of record of a Security, reduced by the
amount of any cash or other property received or receivable
on any Security allocable (in accordance with the Trustee's
calculations of distributions from the Income Account
pursuant to Section 3.05) to a distribution made or to be
made in respect of a Record Date occurring prior to the
deposit. Such replication will be made on the basis of a
fraction, the numerator of which is the number of Units
created by the deposit and the denominator of which is the
number of Units which are outstanding immediately prior to
the deposit. Cash represented by a foreign currency shall
be replicated in such currency or, if the Trustee has
entered into a contract for the conversion thereof, in U.S.
dollars in an amount replicating the dollars to be received
on such conversion."
G. The following shall be added immediately following the
first sentence of paragraph (c) of Section 2.01:
"The Trustee may allow the Depositor to substitute for
any Letter(s) of Credit deposited with the Trustee in
connection with the deposits described in Section 2.01(a)
and (b) cash in an amount sufficient to satisfy the
obligations to which the Letter(s) of Credit relates. Any
substituted Letter(s) of Credit shall be released by the
Trustee."
H. Section 2.03(a) of the Standard Terms and Conditions of
Trust shall be amended by adding the following sentence after the
first sentence of such section:
"The number of Units may be increased through a split
of the Units or decreased through a reverse split thereof,
as directed in writing by the Depositor, at any time when
the Depositor is the only beneficial holder of Units, which
revised number of Units shall be recorded by the Trustee on
its books. The Trustee shall be entitled to rely on the
Depositor's direction as certification that no person other
than the Depositor has a beneficial interest in the Units
and the Trustee shall have no liability to any person for
action taken pursuant to such direction."
I. Section 3.01 of the Standard Terms and Conditions of
Trust shall be replaced in its entirety with the following:
"Section 3.01. Initial Cost. Subject to reimbursement
as hereinafter provided, the cost of organizing the Trust
and the sale of the Trust Units shall be borne by the
Depositor, provided, however, that the liability on the part
of the Depositor under this section shall not include any
fees or other expenses incurred in connection with the
administration of the Trust subsequent to the deposit
referred to in Section 2.01. At the earlier of six months
after the Initial Date of Deposit or the conclusion of the
primary offering period (as certified by the Depositor to
the Trustee), the Trustee shall withdraw from the Account or
Accounts specified in the Prospectus or, if no Account is
therein specified, from the Capital Account, and pay to the
Depositor the Depositor's reimbursable expenses of
organizing the Trust in an amount certified to the Trustee
by the Depositor. In no event shall the amount paid by the
Trustee to the Depositor for the Depositors reimbursable
expenses of organizing the Trust exceed the estimated per
Unit amount of organization costs set forth in the
Prospectus for the Trust multiplied by the number of Units
of the Trust outstanding at the earlier of six months after
the Initial Date of Deposit or the conclusion of the primary
offering period; nor shall the Depositor be entitled to or
request reimbursement for expenses of organizing the Trust
incurred after the earlier of six months after the Initial
Date of Deposit or the conclusion of the primary offering
period. If the cash balance of the Capital Account is
insufficient to make such withdrawal, the Trustee shall, as
directed by the Depositor, sell Securities identified by the
Depositor, or distribute to the Depositor Securities having
a value, as determined under Section 4.01 as of the date of
distribution, sufficient for such reimbursement. Securities
sold or distributed to the Depositor to reimburse the
Depositor pursuant to this Section shall be sold or
distributed by the Trustee, to the extent practicable, in
the percentage ratio then existing. The reimbursement
provided for in this section shall be for the account of the
Unit holders of record at the earlier of six months after
the Initial Date of Deposit or the conclusion of the primary
offering period. Any assets deposited with the Trustee in
respect of the expenses reimbursable under this Section 3.01
shall be held and administered as assets of the Trust for
all purposes hereunder. The Depositor shall deliver to the
Trustee any cash identified in the Statement of Net Assets
of the Trust included in the Prospectus not later than the
expiration of the Delivery Period and the Depositors
obligation to make such delivery shall be secured by the
letter of credit deposited pursuant to Section 2.01. Any
cash which the Depositor has identified as to be used for
reimbursement of expenses pursuant to this Section 3.01
shall be held by the Trustee, without interest, and reserved
for such purpose and, accordingly, prior to the earlier of
the six months after the Initial Date of Deposit or the
conclusion of the primary offering period, shall not be
subject to distribution or, unless the Depositor otherwise
directs, used for payment of redemptions in excess of the
per Unit amount payable pursuant to the next sentence. If a
Unit holder redeems Units prior to the earlier of six months
after the Initial Date of Deposit or the conclusion of the
primary offering period, the Trustee shall pay to the Unit
holder, in addition to the Redemption Value of the tendered
Units, unless otherwise directed by the Depositor, an amount
equal to the estimated per Unit cost of organizing the Trust
set forth in the Prospectus, or such lower revision thereof
most recently communicated to the Trustee by the Depositor
pursuant to Section 5.01, multiplied by the number of Units
tendered for redemption; to the extent the cash on hand in
the Trust is insufficient for such payment, the Trustee
shall have the power to sell Securities in accordance with
Section 5.02. As used herein, the Depositor's reimbursable
expenses of organizing the Trust shall include the cost of
the initial preparation and typesetting of the registration
statement, prospectuses (including preliminary
prospectuses), the indenture, and other documents relating
to the Trust, SEC and state blue sky registration fees, the
cost of the initial valuation of the portfolio and audit of
the Trust, the initial fees and expenses of the Trustee, and
legal and other out-of-pocket expenses related thereto, but
not including the expenses incurred in the printing of
preliminary prospectuses and prospectuses, expenses incurred
in the preparation and printing of brochures and other
advertising materials and any other selling expenses."
J. The second paragraph of Section 3.02 of the Standard
Terms and Conditions is hereby deleted and replaced with the
following sentence:
"Any non-cash distributions (other than a non-taxable
distribution of the shares of the distributing corporation
which shall be retained by a Trust) received by a Trust
shall be dealt with in the manner described at Section 3.11,
herein, and shall be retained or disposed of by such Trust
according to those provisions. The proceeds of any
disposition shall be credited to the Income Account of a
Trust. Neither the Trustee nor the Depositor shall be
liable or responsible in any way for depreciation or loss
incurred by reason of any such sale."
K. Section 3.05.II(a) of the Standard Terms and Conditions
of Trust is hereby amended to read in its entirety as follows:
"II. (a) On each Distribution Date, the Trustee shall
distribute to each Unit holder of record at the close of
business on the Record Date immediately preceding such
Distribution Date an amount per Unit equal to such Unit
holder's Income Distribution (as defined below), plus such
Unit holder's pro rata share of the balance of the Capital
Account (except for monies on deposit therein required to
purchase Contract Obligations) computed as of the close of
business on such Record Date after deduction of any amounts
provided in Subsection I, provided, however, that the
Trustee shall not be required to make a distribution from
the Capital Account unless the amount available for
distribution shall equal $1.00 per 100 Units.
Each Trust shall provide the following distribution
elections: (1) distributions to be made by check mailed to
the post office address of the Unit holder as it appears on
the registration books of the Trustee, or (2) the following
reinvestment option:
The Trustee will, for any Unit holder who provides
the Trustee written instruction, properly executed and
in form satisfactory to the Trustee, received by the
Trustee no later than its close of business 10 business
days prior to a Record Date (the "Reinvestment Notice
Date"), reinvest such Unit holder's distribution from
the Income and Capital Accounts in Units of the Trust,
purchased from the Depositor, to the extent the
Depositor shall make Units available for such purchase,
at the Depositor's offering price as of the third
business day prior to the following Distribution Date,
and at such reduced sales charge as may be described in
the prospectus for the Trusts. If, for any reason, the
Depositor does not have Units of the Trust available
for purchase, the Trustee shall distribute such Unit
holder's distribution from the Income and Capital
Accounts in the manner provided in clause (1) of the
preceding paragraph. The Trustee shall be entitled to
rely on a written instruction received as of the
Reinvestment Notice Date and shall not be affected by
any subsequent notice to the contrary. The Trustee
shall have no responsibility for any loss or
depreciation resulting from any reinvestment made in
accordance with this paragraph, or for any failure to
make such reinvestment in the event the Depositor does
not make Units available for purchase.
Any Unit holder who does not effectively elect
reinvestment in Units of their respective Trust pursuant to
the preceding paragraph shall receive a cash distribution in
the manner provided in clause (1) of the second preceding
paragraph."
L. Section 3.05.II(b) of the Standard Terms and Conditions
of Trust is hereby amended to read in its entirety as follows:
"II. (b) For purposes of this Section 3.05, the Unit
holder's Income Distribution shall be equal to such Unit
holder's pro rata share of the cash balance in the Income
Account computed as of the close of business on the Record
Date immediately preceding such Income Distribution after
deduction of (i) the fees and expenses then deductible
pursuant to Section 3.05.I. and (ii) the Trustee's estimate
of other expenses properly chargeable to the Income Account
pursuant to the Indenture which have accrued, as of such
Record Date, or are otherwise properly attributable to the
period to which such Income Distribution relates."
M. Paragraph (c) of Subsection II of Section 3.05 of the
Standard Terms and Conditions of Trust is hereby amended to read
as follows:
"On each Distribution Date the Trustee shall distribute
to each Unit holder of record at the close of business on
the Record Date immediately preceding such Distribution Date
an amount per Unit equal to such Unit holder's pro rata
share of the balance of the Capital Account (except for
monies on deposit therein required to purchase Contract
Obligations) computed as of the close of business on such
Record Date after deduction of any amounts provided in
Subsection I."
N. Section 3.05 of Article III of the Standard Terms and
Conditions of Trust is hereby amended to include the following
subsection:
"Section 3.05.I.(e) deduct from the Income Account or,
to the extent funds are not available in such Account, from
the Capital Account and pay to the Depositor the amount that
it is entitled to receive pursuant to Section 3.14."
O. Section 3.07 of the Standard Terms and Conditions of
Trust is amended to delete the word "and" at the end of Section
3.07(f) and replace Section 3.01(g) with the following:
"(g) that such sale is required due to Units tendered for
redemption;
(f) that the sale of Securities is necessary or advisable
in order to maintain the qualification of the Trust as a
"regulated investment company" in the case of a Trust which has
elected to qualify as such; and
(i) that there has been a public tender offer made for a
Security or a merger or acquisition is announced affecting a
Security, and that in the opinion of the Sponsor the sale or
tender of the Security is in the best interest of the Unit
holders."
P. Section 3.11 of the Standard Terms and Conditions of
Trust is hereby deleted in its entirety and replaced with the
following language:
"Section 3.11. Notice to Depositor.
In the event that the Trustee shall have been notified
at any time of any action to be taken or proposed to be
taken by at least a legally required number of holders of
any Securities deposited in a Trust, the Trustee shall take
such action or omit from taking any action, as appropriate,
so as to insure that the Securities are voted as closely as
possible in the same manner and the same general proportion
as are the Securities held by owners other than such Trust.
In the event that an offer by the issuer of any of the
Securities or any other party shall be made to issue new
securities, or to exchange securities, for Trust Securities,
the Trustee shall reject such offer. However, should any
issuance, exchange or substitution be effected
notwithstanding such rejection or without an initial offer,
any securities, cash and/or property received shall be
deposited hereunder and shall be promptly sold, if
securities or property, by the Trustee pursuant to the
Depositor's direction, unless the Depositor advises the
Trustee to keep such securities or property. The Depositor
may rely on the Portfolio Supervisor in so advising the
Trustee. The cash received in such exchange and cash
proceeds of any such sales shall be distributed to Unit
holders on the next distribution date in the manner set
forth in Section 3.05 regarding distributions from the
Capital Account. The Trustee shall not be liable or
responsible in any way for depreciation or loss incurred by
reason of any such sale.
Neither the Depositor nor the Trustee shall be liable
to any person for any action or failure to take action
pursuant to the terms of this Section 3.11.
Whenever new securities or property is received and
retained by a Trust pursuant to this Section 3.11, the
Trustee shall provide to all Unit holders of such Trust
notices of such acquisition in the Trustee's annual report
unless prior notice is directed by the Depositor."
Q. The first sentence of Section 3.13. shall be amended to
read as follows:
"As compensation for providing supervisory portfolio
services under this Indenture, the Portfolio Supervisor
shall receive, in arrears, against a statement or statements
therefor submitted to the Trustee monthly or annually an
aggregate annual fee in the amount of $.0035 per Unit,
calculated based on the largest number of Units outstanding
during the calendar year except during the initial offering
period as determined in Section 4.01 of this Indenture, in
which case the fee is calculated based on the largest number
of Units outstanding during the period for which the
compensation is paid (such annual fee to be pro rated for
any calendar year in which the Portfolio Supervisor provides
services during less than the whole of such year). Such fee
may exceed the actual cost of providing such portfolio
supervision services for the Trust, but at no time will the
total amount received for portfolio supervision services
rendered to unit investment trusts of which Nike Securities
L.P. is the sponsor in any calendar year exceed the
aggregate cost to the Portfolio Supervisor of supplying such
services in such year."
R. Article III of the Standard Terms and Conditions of
Trust is hereby amended by inserting the following paragraphs
which shall be entitled Section 3.14.:
"Section 3.14. Bookkeeping and Administrative Expenses.
As compensation for providing bookkeeping and other
administrative services of a character described in
26(a)(2)(C) of the Investment Company Act of 1940 to the
extent such services are in addition to, and do not
duplicate, the services to be provided hereunder by the
Trustee or the Portfolio Supervisor, the Depositor shall
receive against a statement or statements therefor submitted
to the Trustee monthly or annually an aggregate annual fee
in the per Unit amount set forth in Part II of the Trust
Agreement, calculated based on the largest number of Units
outstanding during the calendar year except during the
initial offering period as determined in Section 4.01 of
this Indenture, in which case the fee is calculated based on
the largest number of Units outstanding during the period
for which the compensation is paid (such annual fee to be
pro rated for any calendar year in which the Depositor
provides services during less than the whole of such year).
Such fee may exceed the actual cost of providing such
bookkeeping and administrative services for the Trust, but
at not time will the total amount received for bookkeeping
and administrative services rendered to unit investment
trusts of which Nike Securities L.P. is the sponsor in any
calendar year exceed the aggregate cost to the Depositor of
supplying such services in such year. Such compensation
may, from time to time, be adjusted provided that the total
adjustment upward does not, at the time of such adjustment,
exceed the percentage of the total increase, after the date
hereof, in consumer prices for services as measured by the
United States Department of Labor consumer Price Index
entitled "All Services Less Rent of Shelter" or similar
index, if such index should no longer be published. The
consent or concurrence of any Unit holder hereunder shall
not be required for any such adjustment or increase. Such
compensation shall be paid by the Trustee, upon receipt of
an invoice therefor from the Depositor, upon which, as to
the cost incurred by the Depositor of providing services
hereunder the Trustee may rely, and shall be charged against
the Income and Capital Accounts on or before the
Distribution Date following the Monthly Record Date on which
such period terminates. The Trustee shall have no liability
to any Certificateholder or other person for any payment
made in good faith pursuant to this Section.
If the cash balance in the Income and Capital Accounts
shall be insufficient to provide for amounts payable
pursuant to this Section 3.14, the Trustee shall have the
power to sell (i) Securities from the current list of
Securities designated to be sold pursuant to Section 5.02
hereof, or (ii) if no such Securities have been so
designated, such Securities 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 pursuant to this
Section 3.14.
Any moneys payable to the Depositor pursuant to this
Section 3.14 shall be secured by a prior lien on the Trust
Fund except that no such lien shall be prior to any lien in
favor of the Trustee under the provisions of Section 6.04
herein."
S. Article III of the Standard Terms and Conditions of
Trust is hereby amended by inserting the following paragraph
which shall be entitled Section 3.15:
"Section 3.15. Deferred Sales Charge. If the
prospectus related to the Trust specifies a deferred sales
charge, the Trustee shall, on the dates specified in and as
permitted by such Prospectus (the "Deferred Sales Charge
Payment Dates"), withdraw from the Capital Account, an
amount per Unit specified in such Prospectus and credit such
amount to a special non-Trust account designated by the
Depositor out of which the deferred sales charge will be
distributed to or on the order of the Depositor on such
Deferred Sales Charge Payment Dates (the "Deferred Sales
Charge Account"). If the balance in the Capital Account is
insufficient to make such withdrawal, the Trustee shall, as
directed by the Depositor, advance funds in an amount
required to fund the proposed withdrawal and be entitled to
reimbursement of such advance upon the deposit of additional
monies in the Capital Account, and/or sell Securities and
credit the proceeds thereof to the Deferred Sales Charge
Account, provided, however, that the aggregate amount
advanced by the Trustee at any time for payment of the
deferred sales charge shall not exceed $15,000. Such
direction shall, if the Trustee is directed to sell a
Security, identify the Security to be sold and include
instructions as to the execution of such sale. In the
absence of such direction by the Depositor, the Trustee
shall sell Securities sufficient to pay the deferred sales
charge (and any unreimbursed advance then outstanding) in
full, and shall select Securities to be sold in such manner
as will maintain (to the extent practicable) the relative
proportion of number of shares of each Security then held.
The proceeds of such sales, less any amounts paid to the
Trustee in reimbursement of its advances, shall be credited
to the Deferred Sales Charge Account. If a Unit holder
redeems Units prior to full payment of the deferred sales
charge, the Trustee shall, if so provided in the related
Prospectus, on the Redemption Date, withhold from the
Redemption Price payable to such Unit holder an amount equal
to the unpaid portion of the deferred sales charge and
distribute such amount to the Deferred Sales Charge Account.
If the Trust is terminated for reasons other than that set
forth in Section 6.01(g), the Trustee shall, if so provided
in the related Prospectus, on the termination of the Trust,
withhold from the proceeds payable to Unit holders an amount
equal to the unpaid portion of the deferred sales charge and
distribute such amount to the Deferred Sales Charge Account.
If the Trust is terminated pursuant to Section 6.01(g), the
Trustee shall not withhold from the proceeds payable to Unit
holders any amounts of unpaid deferred sales charges. If
pursuant to Section 5.02 hereof, the Depositor shall
purchase a Unit tendered for redemption prior to the payment
in full of the deferred sales charge due on the tendered
Unit, the Depositor shall pay to the Unit holder the amount
specified under Section 5.02 less the unpaid portion of the
deferred sales charge. All advances made by the Trustee
pursuant to this Section shall be secured by a lien on the
Trust prior to the interest of the Unit holders."
T. Notwithstanding anything to the contrary in Sections
3.15 and 4.05 of the Standard Terms and Conditions of Trust, so
long as Nike Securities L.P. is acting as Depositor, the Trustee
shall have no power to remove the Portfolio Supervisor.
U. The following Section 3.16 shall be added:
Section 3.16. Creation and Development Fee. If the
prospectus related to the Trust specifies a creation and
development fee, the Trustee shall, on the last day of each
month, withdraw from the Capital Account, an amount equal to the
accrued and unpaid creation and development fee as of such date
and credit such amount to a special non-Trust account designated
by the Depositor out of which the creation and development fee
will be distributed to the Depositor (the "Creation and
Development Account"). The creation and development fee will
accrue on a daily basis at an annual rate as set forth in the
prospectus for the Trust based on a percentage of the average
daily net asset value of the Trust. If the balance in the
Capital Account is insufficient to make such withdrawal, the
Trustee shall, as directed by the Depositor, advance funds in an
amount required to fund the proposed withdrawal and be entitled
to reimbursement of such advance upon the deposit of additional
monies in the Capital Account, and/or sell Securities and credit
the proceeds thereof to the Creation and Development Account,
provided, however, that the aggregate amount advanced by the
Trustee at any time for payment of the creation and development
fee shall not exceed $15,000. Such direction shall, if the
Trustee is directed to sell a Security, identify the Security to
be sold and include instructions as to the execution of such
sale. In the absence of such direction by the Depositor, the
Trustee shall sell Securities sufficient to pay the creation and
development fee (and any unreimbursed advance then outstanding)
in full, and shall select Securities to be sold in such manner as
will maintain (to the extent practicable) the relative proportion
of number of shares of each Security then held. The proceeds of
such sales, less any amounts paid to the Trustee in reimbursement
of its advances, shall be credited to the Creation and
Development Account. If the Trust is terminated pursuant to
Section 6.01(g), the Depositor agrees to reimburse Unitholders
for any amounts of the Creation and Development Fee collected by
the Depositor to which it is not entitled. All advances made by
the Trustee pursuant to this Section shall be secured by a lien
on the Trust prior to the interest of Unit holders.
Notwithstanding the foregoing, the Depositor shall not receive
any amount of Creation and Development Fee which, when added to
any other sales charge imposed, exceeds the maximum amount per
Unit stated in the Prospectus. The Depositor shall notify the
Trustee, not later than ten business days prior to the date on
which it anticipates that the maximum amount of Creation and
Development Fee it may receive has been accrued and shall also
notify the Trustee as of the date when the maximum amount of
Creation and Development Fee has been accrued. The Trustee shall
have no responsibility or liability for damages or loss resulting
from any error in the information in the preceding sentence. The
Depositor agrees to reimburse the Trust and any Unit holder any
amount of Creation and Development Fee it receives which exceeds
the amount which the Depositor may receive under applicable laws,
regulations and rules."
V. The first sentence of Section 4.03. shall be amended to
read as follows:
"As compensation for providing evaluation services under
this Indenture, the Evaluator shall receive, in arrears, against
a statement or statements therefor submitted to the Trustee
monthly or annually an aggregate annual fee equal to the amount
specified as compensation for the Evaluator in the Trust
Agreement, calculated based on the largest number of Units
outstanding during the calendar year except during the initial
offering period as determined in Section 4.01 of this Indenture,
in which case the fee is calculated based on the largest number
of Units outstanding during the period for which the compensation
is paid (such annual fee to be pro rated for any calendar year in
which the Evaluator provides services during less than the whole
of such year). Such compensation may, from time to time, be
adjusted provided that the total adjustment upward does not, at
the time of such adjustment, exceed the percentage of the total
increase, after the date hereof, in consumer prices for services
as measured by the United States Department of Labor Consumer
Price Index entitled "All Services Less Rent of Shelter" or
similar index, if such index should no longer be published. The
consent or concurrence of any Unit holder hereunder shall not be
required for any such adjustment or increase. Such compensation
shall be paid by the Trustee, upon receipt of invoice therefor
from the Evaluator, upon which, as to the cost incurred by the
Evaluator of providing services hereunder the Trustee may rely,
and shall be charged against the Income and/or Capital Accounts,
in accordance with Section 3.05."
W. Section 5.01 of the Standard Terms and Conditions of
Trust shall be amended as follows:
(i) The second sentence of the first paragraph of Section
5.01 shall be amended by deleting the phrase "and (iii)" and
adding the following "(iii) amounts representing unpaid accrued
organization costs, (iv) amounts representing unpaid accrued
creation and development fees, and (v)"; and
(ii) The following text shall immediately precede the last
sentence of the first paragraph of Section 5.01:
"Prior to the payment to the Depositor of its
reimbursable organization costs to be made at the
earlier of six months after the Initial Date of Deposit
or the conclusion of the primary offering period in
accordance with Section 3.01, for purposes of
determining the Trust Fund Evaluation under this
Section 5.01, the Trustee shall rely upon the amounts
representing unpaid accrued organization costs in the
estimated amount per Unit set forth in the Prospectus
until such time as the Depositor notifies the Trustee
in writing of a revised estimated amount per Unit
representing unpaid accrued organization costs. Upon
receipt of such notice, the Trustee shall use this
revised estimated amount per Unit representing unpaid
accrued organization costs in determining the Trust
Fund Evaluation but such revision of the estimated
expenses shall not effect calculations made prior
thereto and no adjustment shall be made in respect
thereof."
X. Section 5.02 of the Standard Terms and Conditions of
Trust is amended by adding the following after the second
paragraph of such section:
"Notwithstanding anything herein to the contrary, in
the event that any tender of Units pursuant to this Section
5.02 would result in the disposition by the Trustee of less
than a whole Security, the Trustee shall distribute cash in
lieu thereof and sell such Securities as directed by the
Sponsors as required to make such cash available.
Subject to the restrictions set forth in the
prospectus, Unit holders may redeem 1,000 Units or more of a
Trust and request a distribution in kind of (i) such Unit
holder's pro rata portion of each of the Securities in such
Trust, in whole shares, and (ii) cash equal to such Unit
holder's pro rata portion of the Income and Capital Accounts
as follows: (x) a pro rata portion of the net proceeds of
sale of the Securities representing any fractional shares
included in such Unit holder's pro rata share of the
Securities and (y) such other cash as may properly be
included in such Unit holder's pro rata share of the sum of
the cash balances of the Income and Principal Accounts in an
amount equal to the Unit Value determined on the basis of a
Trust Fund Evaluation made in accordance with Section 5.01
determined by the Trustee on the date of tender less amounts
determined in clauses (i) and (ii)(x) of this Section.
Subject to 5.05 with respect to rollover Unit holders, if
applicable, to the extent possible, distributions of
Securities pursuant to an in kind redemption of Units shall
be made by the Trustee through the distribution of each of
the Securities in book-entry form to the account of the Unit
holder's bank or broker-dealer at the Depository Trust
Company. Any distribution in kind will be reduced by
customary transfer and registration charges."
Y. Paragraph (g) of Section 6.01 of the Standard Terms and
Conditions of Trust is hereby amended by inserting the following
after the first word thereof:
"(i) the value of any Trust as shown by an evaluation
by the Trustee pursuant to Section 5.01 hereof shall be less
than the lower of $2,000,000 or 20% of the total value of
Securities deposited in such Trust during the initial
offering period, or (ii)"
Z. Section 6.01(i) of the Standard Terms and Conditions of
Trust shall be deleted in its entirety and replaced with the
following:
"(i) No payment to a Depositor or to any principal
underwriter (as defined in the Investment Company Act of 1940)
for the Trust or to any affiliated person (as so defined) or
agent of a Depositor or such underwriter shall be allowed the
Trustee as an expense except (a) for payment of such reasonable
amounts as the Securities and Exchange Commission may prescribe
as compensation for performing bookkeeping and other
administrative services of a character normally performed by the
Trustee, and (b) such other amounts permitted under the
Investment Company Act of 1940."
AA. The third paragraph of Section 6.02 of the Standard
Terms and Conditions of Trust shall be deleted in its entirety
and replaced with the following:
"The Trustee shall pay, or reimburse to the Depositor, the
expenses related to the updating of the Trusts registration
statement, to the extent of legal fees, typesetting fees,
electronic filing expenses and regulatory filing fees. Such
expenses shall be paid from the Income Account, or to the extent
funds are not available in such Account, from the Capital
Account, against an invoice or invoices therefor presented to the
Trustee by the Depositor. By presenting such invoice or
invoices, the Depositor shall be deemed to certify, upon which
certification the Trustee is authorized conclusively to rely,
that the amounts claimed therein are properly payable pursuant to
this paragraph. The Depositor shall provide the Trustee, from
time to time as requested, an estimate of the amount of such
expenses, which the Trustee shall use for the purpose of
estimating the accrual of Trust expenses. The amount paid by the
Trust pursuant to this paragraph in each year shall be separately
identified in the annual statement provided to Unitholders. The
Depositor shall assure that the Prospectus for the Trust contains
such disclosure as shall be necessary to permit payment by the
Trust of the expenses contemplated by this paragraph under
applicable laws and regulations.
The provisions of this paragraph shall not limit the
authority of the Trustee to pay, or reimburse to the Depositor or
others, such other or additional expenses as may be determined to
be payable from the Trust as provided in Section 6.02 of the
Standard Terms and Conditions of Trust."
BB. The third sentence of paragraph (a) of Section 6.05 of
the Standard Terms and Conditions of Trust shall be replaced in
its entirety by the following:
"The Depositor may remove the Trustee at any time with or
without cause and appoint a successor Trustee by written
instrument or instruments delivered not less than sixty days
prior to the effective date of such removal and appointment to
the Trustee so removed and to the successor Trustee."
CC. Section 8.02 of the Standard Terms and Conditions of
Trust shall be amended as follows:
(i) The fourth sentence of the second paragraph shall
be deleted and replaced with the following:
"The Trustee will honor duly executed requests for in-
kind distributions received (accompanied by the electing
Unit holder's Certificate, if issued) by the close of
business ten business days prior to the Mandatory
Termination Date."
(ii) The first sentence of the fourth paragraph shall
be deleted and replaced with the following:
"Commencing no earlier than the business day following
that date on which Unit holders must submit to the Trustee
notice of their request to receive an in-kind distribution
of Securities at termination, the Trustee will liquidate the
Securities not segregated for in-kind distributions during
such period and in such daily amounts as the Depositor shall
direct."
IN WITNESS WHEREOF, Nike Securities L.P., The Chase
Manhattan Bank and First Trust Advisors L.P. have each caused
this Trust Agreement to be executed and the respective corporate
seal to be hereto affixed and attested (if applicable) by
authorized officers; all as of the day, month and year first
above written.
NIKE SECURITIES L.P.,
Depositor
By Robert M. Porcellino
Senior Vice President
THE CHASE MANHATTAN BANK,
Trustee
By Rosalia Raviele
Vice President
[SEAL]
ATTEST:
Rachelle Cohen
Assistant Treasurer
FIRST TRUST ADVISORS L.P.,
Evaluator
By Robert M. Porcellino
Senior Vice President
FIRST TRUST ADVISORS L.P.,
Portfolio Supervisor
By Robert M. Porcellino
Senior Vice President
SCHEDULE A TO TRUST AGREEMENT
Securities Initially Deposited
FT 415
(Note: Incorporated herein and made a part hereof for the
Trust is the "Schedule of Investments" for the Trust as set forth
in the Prospectus.)
CHAPMAN AND CUTLER
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603
March 3, 2000
Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
Re: FT 415
Gentlemen:
We have served as counsel for Nike Securities L.P., as
Sponsor and Depositor of FT 415 in connection with the
preparation, execution and delivery of a Trust Agreement dated
March 3, 2000 among Nike Securities L.P., as Depositor, The Chase
Manhattan Bank, as Trustee and First Trust Advisors L.P. as
Evaluator and Portfolio Supervisor, pursuant to which the
Depositor has delivered to and deposited the Securities listed in
Schedule A to the Trust Agreement with the Trustee and pursuant
to which the Trustee has issued to or on the order of the
Depositor a certificate or certificates representing units of
fractional undivided interest in and ownership of the Fund
created under said Trust Agreement.
In connection therewith, we have examined such pertinent
records and documents and matters of law as we have deemed
necessary in order to enable us to express the opinions
hereinafter set forth.
Based upon the foregoing, we are of the opinion that:
1. the execution and delivery of the Trust Agreement and
the execution and issuance of certificates evidencing the Units
in the Fund have been duly authorized; and
2. the certificates evidencing the Units in the Fund when
duly executed and delivered by the Depositor and the Trustee in
accordance with the aforementioned Trust Agreement, will
constitute valid and binding obligations of the Fund and the
Depositor in accordance with the terms thereof.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement (File No. 333-31176)
relating to the Units referred to above, to the use of our name
and to the reference to our firm in said Registration Statement
and in the related Prospectus.
Respectfully submitted,
CHAPMAN AND CUTLER
EFF:erg
CHAPMAN AND CUTLER
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603
March 3, 2000
Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
The Chase Manhattan Bank
4 New York Plaza, 6th Floor
New York, New York 10004-2413
Re: FT 415
Gentlemen:
We have acted as counsel for Nike Securities L.P., Depositor
of FT 415 (the "Fund"), in connection with the issuance of units
of fractional undivided interest in certain of the Trusts of said
Fund (the "Trust"), under a Trust Agreement, dated March 3, 2000
(the "Indenture"), among Nike Securities L.P., as Depositor, The
Chase Manhattan Bank, as Trustee and First Trust Advisors L.P.,
as Evaluator and Portfolio Supervisor.
In this connection, we have examined the Registration
Statement, the form of Prospectus proposed to be filed with the
Securities and Exchange Commission, the Indenture and such other
instruments and documents we have deemed pertinent. The opinions
expressed herein assume that the Trusts will be administered, and
investments by a Trust from proceeds of subsequent deposits, if
any, will be made, in accordance with the terms of the Indenture.
Each Trust holds Equity Securities as such term is defined in the
Prospectus. For purposes of the following discussion and
opinion, it is assumed that each Equity Security is equity for
Federal income tax purposes.
Based upon the foregoing and upon an investigation of such
matters of law as we consider to be applicable, we are of the
opinion that, under existing United States Federal income tax
law:
I. Each Trust is not an association taxable as a
corporation for Federal income tax purposes; each Unit holder
will be treated as the owner of a pro rata portion of each of the
assets of the Trust under the Internal Revenue Code of 1986 (the
"Code") in the proportion that the number of Units held by him
bears to the total number of Units outstanding; under Subpart E,
Subchapter J of Chapter 1 of the Code, income of a Trust will be
treated as income of the Unit holders in the proportion described
above; and an item of Trust income will have the same character
in the hands of a Unit holder as it would have in the hands of
the Trustee. Each Unit holder will be considered to have
received his pro rata share of income derived from each Trust
asset when such income is considered to be received by a Trust.
II. The price a Unit holder pays for his Units, generally
including sales charges, is allocated among his pro rata portion
of each Equity Security held by a Trust (in proportion to the
fair market values thereof on the valuation date closest to the
date the Unit holder purchases his Units) in order to determine
his tax basis for his pro rata portion of each Equity Security
held by a Trust. For Federal income tax purposes, a Unit
holder's pro rata portion of distributions of cash or property by
a corporation with respect to an Equity Security ("dividends" as
defined by Section 316 of the Code) is taxable as ordinary income
to the extent of such corporation's current and accumulated
"earnings and profits." A Unit holder's pro rata portion of
dividends paid on such Equity Security which exceeds such current
and accumulated earnings and profits will first reduce a Unit
holder's tax basis in such Equity Security, and to the extent
that such dividends exceed a Unit holder's tax basis in such
Equity Security shall be treated as gain from the sale or
exchange of property.
III. Gain or loss will be recognized to a Unit holder
(subject to various nonrecognition provisions under the Code)
upon redemption or sale of his Units, except to the extent an in
kind distribution of stock is received by such Unit holder from a
Trust as discussed below. Such gain or loss is measured by
comparing the proceeds of such redemption or sale with the
adjusted basis of his Units. Before adjustment, such basis would
normally be cost if the Unit holder had acquired his Units by
purchase. Such basis will be reduced, but not below zero, by the
Unit holder's pro rata portion of dividends with respect to each
Equity Security which is not taxable as ordinary income.
IV. If the Trustee disposes of a Trust asset (whether by
sale, taxable exchange, liquidation, redemption, payment on
maturity or otherwise) gain or loss will be recognized to the
Unit holder (subject to various nonrecognition provisions under
the Code) and the amount thereof will be measured by comparing
the Unit holder's aliquot share of the total proceeds from the
transaction with his basis for his fractional interest in the
asset disposed of. Such basis is ascertained by apportioning the
tax basis for his Units (as of the date on which his Units were
acquired) among each of a Trust's assets (as of the date on which
his Units were acquired) ratably according to their values as of
the valuation date nearest the date on which he purchased such
Units. A Unit holder's basis in his Units and of his fractional
interest in each Trust asset must be reduced, but not below zero,
by the Unit holder's pro rata portion of dividends with respect
to each Equity Security which is not taxable as ordinary income.
V. Under the Indenture, under certain circumstances, a
Unit holder tendering Units for redemption may request an in kind
distribution of Equity Securities upon the redemption of Units or
upon the termination of a Trust. As previously discussed, prior
to the redemption of Units or the termination of a Trust, a Unit
holder is considered as owning a pro rata portion of each of a
Trust's assets. The receipt of an in kind distribution will
result in a Unit holder receiving an undivided interest in whole
shares of stock and possibly cash. The potential federal income
tax consequences which may occur under an in kind distribution
with respect to each Equity Security owned by a Trust will depend
upon whether or not a Unit holder receives cash in addition to
Equity Securities. An "Equity Security" for this purpose is a
particular class of stock issued by a particular corporation. A
Unit holder will not recognize gain or loss if a Unit holder only
receives Equity Securities in exchange for his or her pro rata
portion of the Equity Securities held by a Trust. However, if a
Unit holder also receives cash in exchange for a fractional share
of an Equity Security held by a Trust, such Unit holder will
generally recognize gain or loss based upon the difference
between the amount of cash received by the Unit holder and his
tax basis in such fractional share of an Equity Security held by
a Trust. The total amount of taxable gains (or losses)
recognized upon such redemption will generally equal the sum of
the gain (or loss) recognized under the rules described above by
the redeeming Unit holder with respect to each Equity Security
owned by a Trust.
A domestic corporation owning Units in a Trust may be
eligible for the 70% dividends received deduction pursuant to
Section 243(a) of the Code with respect to such Unit holder's pro
rata portion of dividends received by such Trust (to the extent
such dividends are taxable as ordinary income, as discussed
above, and are attributable to domestic corporations), subject to
the limitations imposed by Sections 246 and 246A of the Code.
To the extent dividends received by a Trust are attributable
to foreign corporations, a corporation that owns Units will not
be entitled to the dividends received deduction with respect to
its pro rata portion of such dividends since the dividends
received deduction is generally available only with respect to
dividends paid by domestic corporations.
Section 67 of the Code provides that certain miscellaneous
itemized deductions, such as investment expenses, tax return
preparation fees and employee business expenses will be
deductible by an individual only to the extent they exceed 2% of
such individual's adjusted gross income. Unit holders may be
required to treat some or all of the expenses of a Trust as
miscellaneous itemized deductions subject to this limitation.
A Unit holder will recognize taxable gain (or loss) when all
or part of the pro rata interest in an Equity Security is either
sold by a Trust or redeemed or when a Unit holder disposes of his
Units in a taxable transaction, in each case for an amount
greater (or less) than his tax basis therefor; subject to various
nonrecognition provisions of the Code.
It should be noted that payments to a Trust of dividends on
Equity Securities that are attributable to foreign corporations
may be subject to foreign withholding taxes and Unit holders
should consult their tax advisers regarding the potential tax
consequences relating to the payment of any such withholding
taxes by a Trust. Any dividends withheld as a result thereof
will nevertheless be treated as income to the Unit holders.
Because under the grantor trust rules, an investor is deemed to
have paid directly his share of foreign taxes that have been paid
or accrued, if any, an investor may be entitled to a foreign tax
credit or deduction for United States tax purposes with respect
to such taxes. The Taxpayer Relief Act of 1997 imposes a required
holding period for such credits.
Any gain or loss recognized on a sale or exchange will,
under current law, generally be capital gain or loss.
The scope of this opinion is expressly limited to the
matters set forth herein, and, except as expressly set forth
above, we express no opinion with respect to any other taxes,
including foreign, state or local taxes or collateral tax
consequences with respect to the purchase, ownership and
disposition of Units.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement (File No. 333-31176)
relating to the Units referred to above and to the use of our
name and to the reference to our firm in said Registration
Statement and in the related Prospectus.
Very truly yours,
CHAPMAN AND CUTLER
EFF/erg
CARTER, LEDYARD & MILBURN
COUNSELLORS AT LAW
2 WALL STREET
NEW YORK, NEW YORK 10005
March 3, 2000
The Chase Manhattan Bank, as Trustee of
FT 415
4 New York Plaza, 6th Floor
New York, New York 10004-3113
Attention: Mr. Thomas Porazzo
Vice President
Re: FT 415
Dear Sirs:
We are acting as special counsel with respect to New York
tax matters for the unit investment trust or trusts included in
FT 415, (each, a "Trust"), which will be established under a
certain Standard Terms and Conditions of Trust dated November 20,
1991, and a related Trust Agreement dated as of today
(collectively, the "Indenture") among Nike Securities L.P., as
Depositor (the "Depositor"), First Trust Advisors L.P., as
Evaluator, First Trust Advisors L.P., as Portfolio Supervisor,
and The Chase Manhattan Bank as Trustee (the "Trustee").
Pursuant to the terms of the Indenture, units of fractional
undivided interest in the Trust (the "Units") will be issued in
the aggregate number set forth in the Indenture.
We have examined and are familiar with originals or
certified copies, or copies otherwise identified to our
satisfaction, of such documents as we have deemed necessary or
appropriate for the purpose of this opinion. In giving this
opinion, we have relied upon the two opinions, each dated today
and addressed to the Trustee, of Chapman and Cutler, counsel for
the Depositor, with respect to the matters of law set forth
therein.
Based upon the foregoing, we are of the opinion that the
Trust will not constitute an association taxable as a corporation
under New York law, and accordingly will not be subject to the
New York State franchise tax or the New York City general
corporation tax.
We consent to the filing of this opinion as an exhibit to
the Registration Statement (No. 333-31176) filed with the
Securities and Exchange Commission with respect to the
registration of the sale of the Units and to the references to
our name in such Registration Statement and the preliminary
prospectus included therein.
Very truly yours,
CARTER, LEDYARD & MILBURN
CARTER, LEDYARD & MILBURN
COUNSELLORS AT LAW
2 WALL STREET
NEW YORK, NEW YORK 10005
March 3, 2000
The Chase Manhattan Bank, as Trustee of
FT 415
4 New York Plaza, 6th Floor
New York, New York 10004-3113
Attention: Mr. Thomas Porazzo
Vice President
Re: FT 415
Dear Sirs:
We are acting as counsel for The Chase Manhattan Bank
("Chase") in connection with the execution and delivery of a
Trust Agreement ("the Trust Agreement") dated today's date (which
Trust Agreement incorporates by reference certain Standard Terms
and Conditions of Trust dated November 20, 1991, and the same are
collectively referred to herein as the "Indenture") among Nike
Securities L.P., as Depositor (the "Depositor"), First Trust
Advisors L.P., as Evaluator, First Trust Advisors L.P., as
Portfolio Supervisor, and Chase, as Trustee (the "Trustee"),
establishing the unit investment trust or trusts included in FT
415 (each, a "Trust"), and the confirmation by Chase, as Trustee
under the Indenture, that it has registered on the registration
books of the Trust the ownership by the Depositor of a number of
units constituting the entire interest in the Trust (such
aggregate units being herein called "Units"), each of which
represents an undivided interest in the respective Trust which
consists of common stocks (including, confirmations of contracts
for the purchase of certain stocks not delivered and cash, cash
equivalents or an irrevocable letter of credit or a combination
thereof, in the amount required for such purchase upon the
receipt of such stocks), such stocks being defined in the
Indenture as Securities and referenced in the Schedule to the
Indenture.
We have examined the Indenture, a specimen of the
certificates to be issued thereunder (the "Certificates"), the
Closing Memorandum dated todays date, and such other documents
as we have deemed necessary in order to render this opinion.
Based on the foregoing, we are of the opinion that:
1. Chase is a duly organized and existing corporation
having the powers of a Trust Company under the laws of the State
of New York.
2. The Trust Agreement has been duly executed and
delivered by Chase and, assuming due execution and delivery by
the other parties thereto, constitutes the valid and legally
binding obligation of Chase.
3. The Certificates are in proper form for execution and
delivery by Chase, as Trustee.
4. Chase, as Trustee, has registered on the registration
books of the Trust the ownership of the Units by the Depositor.
Upon receipt of confirmation of the effectiveness of the
registration statement for the sale of the Units filed with the
Securities and Exchange Commission under the Securities Act of
1933, the Trustee may cause the Units to be transferred on the
registration books of the Trust to, and registered in, such other
names, and in such denominations, as the Depositor may order, and
may deliver, unless the Indenture provides that the Units will be
uncertificated, Certificates evidencing such ownership.
In rendering the foregoing opinion, we have not considered,
among other things, whether the Securities have been duly
authorized and delivered.
Very truly yours,
CARTER, LEDYARD & MILBURN
First Trust Advisors L.P.
1001 Warrenville Road
Lisle, Illinois 60532
March 3, 2000
Nike Securities L.P.
1001 Warrenville Road
Lisle, IL 60532
Re: FT 415
Gentlemen:
We have examined the Registration Statement File No.
333-31176 for the above captioned fund. We hereby consent to the
use in the Registration Statement of the references to First
Trust Advisors L.P. as evaluator.
You are hereby authorized to file a copy of this letter with
the Securities and Exchange Commission.
Sincerely,
First Trust Advisors L.P.
Robert M. Porcellino
Senior Vice President
