<PAGE>
Registration No. 33-3762
S E C U R I T I E S A N D E X C H A N G E C O M M I S S I O
N
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 9
to
F O R M 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:
SMITH BARNEY INC. STRIPPED ("Zero Coupon")
U.S. TREASURY SECURITIES FUND, SERIES A
(formerly The Smith Barney Shearson Stripped("Zero
Coupon") U.S. Treasury Securities Fund, Series A)
B.
Name of Depositor:
SMITH BARNEY INC.
<TABLE>
<S> <C>
C. Complete address of depositor's principal executive
office:
388 Greenwich Street
New York, New York 10013
D. Names and complete addresses of agents for service:
THOMAS D. HARMAN, ESQ. Copy to:
Smith Barney PIERRE DE ST. PHALLE,ESQ.
Incorporated Davis Polk & Wardwell
388 Greenwich Street 450 Lexington Avenue
New York, New York 10013 New York, New York 10017
</TABLE>
The issuer has registered an indefinite number of Units pursuant
to Rule 24f-2 under the Investment Company Act of 1940, as
amended, and filed its Rule 24f-2 Notice for the year ended
December 31, 1994 on February 22, 1995.
It is proposed that this filing will become effective May 2,
1995
pursuant to paragraph (b) of Rule 485.
<PAGE>
<PAGE>
THE SMITH BARNEY INC.
STRIPPED ("ZERO COUPON")
U.S. TREASURY SECURITIES FUND, SERIES A
May 2, 1995
Prospectus - Part A
This Prospectus consists of two parts. Part A consists of an
Investment Summary relating to the Trusts of Series A of the
Fund, Financial Statements of each Trust and a summary of each
Trust's portfolio. Part B contains a general summary of the Fund.
Part A may not be distributed unless accompanied by Part B.
The Smith Barney Inc. Stripped ("Zero Coupon") U.S.
Treasury Securities Fund (the "Fund") was formed for the purpose
of providing, when the units issued by it are held to maturity of the
underlying securities, safety of capital and income through
investment in portfolios consisting of debt obligations of the
United States of America (the "Securities"). Series A of the Fund
originally consisted of three separate unit investment trusts
designated as the 1991 Trust, the 1995 Trust and the 2004 Trust
(the "Trusts") holding Securities with maturities corresponding to
their respective designations. The 1991 Trust expired on
November 15, 1991. Substantially all of the Securities in each
Trust are debt obligations of the United States of America which
have been stripped of their unmatured interest coupons, coupons
stripped from debt obligations of the United States of America and
receipts and certificates for such stripped debt obligations and
stripped coupons ("Stripped Treasury Securities"). The remaining
Securities in each Trust consist of interest-bearing debt obligations
of the United States of America ("Treasury Notes") deposited to
provide income for payment of Trust expenses.
Stripped Treasury Securities do not make any periodic
payments of interest prior to their maturities; accordingly, each
Trust's portfolio was acquired at a deep discount. There is no
assurance that the objectives of safety of capital and income will
be met if the units of fractional undivided interest in a Trust (the
"Units") are sold prior to the maturity of the underlying Securities
in that Trust, as market prices of the Securities before maturity,
and therefore of the Units, will vary with changes in interest rates
and other factors. Moreover, the value of Stripped Treasury
Securities, and hence of the Units, will be subject to greater
fluctuations in response to changing interest rates than the value
of debt obligations making periodic distributions of interest.
The offering price of the Units of each Trust is calculated
on the basis of the aggregate offering side evaluation of the
underlying Securities in that Trust, plus a transaction charge of
1.50 percent or less of the price so determined (the "Offering
Price"). The Sponsor has undertaken to maintain a secondary
market for Units of each Trust, also at a price based upon the
aggregate offering side evaluation of the underlying Securities (the
"Sponsor's Repurchase Price").
Separate investment accounts (the "Accounts") of IDS Life
Insurance Company ("IDS Life") and IDS Life Insurance Company
of New York ("IDS Life of New York") are currently the only
eligible purchasers of Units of each Trust from the Sponsor. The
Accounts invest in Units of the Trusts to fund benefits under
Variable Life Insurance Policies issued by IDS Life and IDS Life
of New York (the "Policies") in accordance with allocation
instructions received from purchasers of Policies. These allocation
rights are further described in the accompanying Prospectus for the
Policies. The rights described in this Prospectus of the Accounts
and the Sponsor (insofar as it holds Units) as holders of Units
should be distinguished from the rights of a Policy owner set forth
in the accompanying Prospectus describing the Policies.
Read and retain both parts of this Prospectus for future
reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION,
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Smith Barney Inc.
Sponsor
1
<PAGE>
<PAGE>
<TABLE>
SMITH BARNEY INC. UNIT TRUSTS, STRIPPED ("ZERO
COUPON")
U.S. TREASURY SECURITIES FUND, SERIES A
INVESTMENT SUMMARY AS OF DECEMBER 31, 1994
Series A consists of two separate unit investment trusts, the 1995
Trust and the 2004 Trust, designated for the maturities of their
respective underlying portfolios.
1995 2004
Trust Trust
<S> <C> <C>
Face amount of securities$4,236,880$20,732,600
Number of units 4,236,88020,732,600
Fractional undivided interest in trust represented by each unit
1/4,236,8801/20,732,600
Offering price per 1,000 units*
Aggregated offering side evaluation of securities in trust**
$3,998,007$9,716,910
Divided by number of units times 1,000$943.620$468.677
Plus the applicable transaction charge*** 4.746 7.137
Offering price per 1,000 units*$948.366$475.814
Sponsor's repurchase price per 1,000 units (based on
offering side evaluation of underlying securities)$943.620
$468.677
Redemption price per 1,000 units (based on bid side
evaluation of underlying securities)****$943.020$468.100
Calculation of estimated net annual interest income from
Treasury Notes per 1,000 units
Gross annual income per 1,000 units$ .46$ .46
Less estimated annual expenses per 1,000 units .46 .46
Net annual income per 1,000 units$0.00$0.00
Distributions
Distributions will be made on the first business day following
the
maturity of securities in a trust to holders of record on the
business
day immediately preceding the date of such distribution
Trustee's monthly fee
Per $1,000 face amount of underlying securities
(see "Expenses and Charges" in Part B)$.025$.025
Evaluator's fee for each evaluation: $5.00
Evaluation time: 3:00 P.M., New York Time, on each Business
Day
Mandatory termination date: January 1, 2036
Minimum value of fund
Any Trust may be liquidated by the Trustee if the value of
that Trust is less than 40% of the principal amount of Securities
held in such Trust on the Initial Date of Deposit.
<FN>
* These figures are computed by dividing the aggregate
offering side evaluation of the underlying Securities in the
particular Trust (the price at which they could be purchased
directly by the public if available) by the number of Units of
the Trust outstanding, multiplying the result times 1,000 and
adding the applicable transaction charge as described below.
These figures assume a purchase of 1,000 Units. The price
of a single Unit, or any multiple thereof, is calculated simply
by dividing the Offering Price per 1,000 Units above by
1,000, and multiplying by the number of Units.
** These figures include amortization of discount on the
Stripped Treasury Securities accreting to the expected date
of settlement (normally five Business Days after purchase)
for Units as if purchased on their date of deposit. Interest
on the Treasury Notes accruing to the date five Business
Days after deposit of such Notes will be paid by the Trustee
to the Sponsor as a special distribution and recovered by the
Trustee from subsequent payments of interest on the
Treasury Notes in the Trust, and is therefore not included in
the evaluation of Securities in a Trust. See "Sale and
Redemption of Units - Pricing of Units" in Part B.
*** The transaction charges currently applicable to the 1995
Trust and the 2004 Trust are 0.5% and 1.50 of their
respective Offering Prices per 1,000 Units (0.503% and
1.523%, respectively, of the net amount invested in
Securities). Transaction charges will decrease as the Trusts
approach maturity. See "Sale and Redemption of Units -
Sale of Units" in Part B. On August 4, 1986, an Account
purchased from the Sponsor all of the Units of each Trust
issued on that date in a private placement and Sponsor
waived all transaction charges in connection with such
purchase.
**** Figures shown are $5.346 and $7.714 less than the Offering
Price per 1,000 Units and $.600 and $.577 less than the
Sponsor's Repurchase Price per 1,000 Units, with respect to
the 1995 Trust and the 2004 Trust, respectively.
Plus any cash on hand, accrued interest on Treasury Notes
and all other assets of the Trust less any accrued expenses
and any distribution payable to Holders. See "Sale and
Redemption of Units - Pricing of Units" in Part B.
</TABLE>
2
<PAGE>
DESCRIPTION OF THE FUND
Structure and Offering
The objective of the Fund is to provide safety of capital
and income through investment in portfolios consisting
primarily of Stripped Treasury Securities. Each of the Trusts
constituting Series A of the Fund consists of Stripped
Treasury Securities with maturities of approximately 1 1/2 and
10 1/2 years, respectively, and Treasury Notes deposited in
order to provide income with which to pay anticipated
expenses of each Trust. The Sponsor intends to deposit
additional Stripped Treasury Securities, with maturities
identical to those of the Securities described in the portfolio
of each Trust below, in each of the Trusts. Additional
Treasury Notes with maturities identical to those of the Notes
described in the portfolio of each Trust will be deposited to
the extent necessary to maintain a constant proportion of
Treasury Notes to Stripped Treasury Securities in each of the
Trusts. See "Description of the Fund - Structure" in Part B
of this Prospectus.
It is expected that for each 1,000 Units of a Trust
purchased, a Holder will receive total distributions of
approximately $1,000 for Units held until maturity of the
underlying Securities of that Trust. Actual distributions may
be more or less than this amount, however, as a result of
changes in the expenses incurred by a Trust or sales of
Securities held by a Trust prior to maturity in order to meet
redemptions of Units. See "Sale and Redemption of Units,"
"Expenses and Charges" and "Administration of the Fund -
Accounts and Distributions" in Part B.
Currently, Units are sold only to the Accounts to
measure benefits under Policies issued by IDS Life and IDS
Life of New York. The interest of a Policy owner (an
"Owner") in the Units is subject to the terms of the Policy and
is described in the accompanying Prospectus for the Policies,
which should be reviewed carefully by a person considering
the purchase of a Policy. That Prospectus describes the
relationship between increases or decreases in the net asset
value of Units and the benefits provided under a Policy. The
rights described in this Prospectus of the Accounts and the
Sponsor (insofar as it holds Units) as holders of Units should
be distinguished from the rights of an Owner set forth in the
Prospectus describing the Policies. For purposes of this
Prospectus, the term "Holder" shall refer to the Accounts or,
when appropriate, the Sponsor. IDS Life and IDS Life of
New York and the Sponsor may mutually agree to terminate
the offering of Units of any Trust at any time.
Risk Factors
An investment in Units of a Trust should be made with
an understanding of the risks that such an investment may
entail, including the risk that the value of the Units will
decline with increases in interest rates. Unlike an investor in
funds comprised of securities making periodic distributions,
an investor in the Fund virtually eliminates the risk of being
unable to invest distributions at a rate as high as the
anticipated yield on Trust Units, but will forego the ability to
reinvest such yield at higher rates in the future. The market
value of the underlying Securities in a Trust prior to their
maturities, and therefore the value of the Units of that Trust,
will fluctuate with changes in interest rates and other factors.
Moreover, the value of "zero coupon" obligations, such as the
Stripped Treasury Securities underlying the Units, and
therefore of the Units, will be subject to greater fluctuations
in response to changing interest rates than the value of debt
obligations making periodic distributions of interest.
Accordingly, while the full faith and credit of the United
States Government protects against credit risks on the
Securities in each Trust, sales of Units before the maturity of
the underlying portfolio Securities at a time when interest
rates have increased will involve greater market risk than in
a trust which is invested in interest-bearing debt obligations.
This risk is greater when the period to maturity is longer. See
"Description of the Fund - Risk Factors" in Part B of this
Prospectus.
3
<PAGE>
Securities
Each Trust consists primarily of Stripped Treasury
Securities, which are debt obligations of the United States of
America that have been stripped of their unmatured interest
coupons, coupons stripped from debt obligations of the
United States of America and receipts and certificates for
such stripped debt obligations and stripped coupons. The
stripping of the interest coupons will cause the Stripped
Treasury Securities to be purchased by each Trust at a deep
discount. See "Description of the Fund - Characteristics of
the Securities" in Part B. Each Trust will also consist of a
Treasury Note or Notes providing interest income with which
to pay anticipated expenses of such Trust. The Securities are
not rated but, in the opinion of the Sponsor, have credit
characteristics comparable to those of Securities rated "AAA"
by nationally recognized rating agencies.
Distributions
There will be no periodic payments of interest on the
Securities other than interest on the Treasury Notes in each
Trust, which will be used to pay anticipated expenses of the
Trust holding such Notes. Consequently, there should be no
distributions of interest income. However, each Stripped
Treasury Security will be treated for Federal income tax
purposes as having "original issue discount," which must be
amortized over the term of the Stripped Treasury Security
and included in a Holder's gross income before the Holder
receives the cash attributable to such income. Distributions
will be made in cash when the Securities in each Trust
mature, and may include any amount received on the sale of
Securities in order to redeem Units which exceeds the amount
necessary to meet such redemptions. See "Administration of
the Fund - Accounts and Distributions" and "Taxes" in Part B.
Market For Units
The Sponsor has undertaken to maintain a secondary
market for Units of each Trust based on the offering side
evaluation of the underlying Securities. In the absence of
such a market, a Holder will nonetheless be able to dispose
of Units through redemption at prices based on the bid side
evaluation of the underlying Securities of the Trust in which
it holds Units. Market conditions may cause the price
received upon resale to the Sponsor or redemption to be
more or less than the amount paid for Units. See "Sale and
Redemption of Units" in Part B.
<PAGE>
4
To the Sponsor and Holders of
The Smith Barney Fund of Stripped ("Zero Coupon")
U.S. Treasury Securities, Series A:
We have audited the accompanying statements of financial
condition of The Smith Barney Fund of Stripped ("Zero
Coupon") U.S. Treasury Securities, Series A, formerly The
Smith Barney Shearson Fund of Stripped ("Zero Coupon")
U.S. Treasury Securities, Series A (comprised of the 1995
Trust and the 2004 Trust), including the related Portfolios, as
of December31, 1994, and the related statements of
operations and changes in net assets and the selected
supplemental information for the year then ended. These
financial statements and supplemental information are the
responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that we
plan and perform the audit to obtain reasonable assurance
about whether the financial statements and supplemental
information are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. Our
procedures included confirmations from the custodian of cash
and securities owned at December31, 1994. An audit also
includes assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our
opinion. In our opinion, the financial statements and
supplemental information referred to above present fairly, in
all material respects, the financial position of each of the
respective Trusts constituting The Smith Barney Fund of
Stripped ("Zero Coupon") U.S. Treasury Securities, Series A,
formerly The Smith Barney Shearson Fund of Stripped ("Zero
Coupon") U.S. Treasury Securities, Series A at December31,
1994, and the results of their operations and the changes in
their net assets and supplemental information for the year
then ended in conformity with generally accepted accounting
principles.
February 17, 1995A-5<PAGE>
<PAGE>
REPORT ON INDEPENDENT ACCOUNTANTS
To the Sponsor and Holders of The Smith Barney Shearson
Fund of Stripped ("Zero Coupon") U.S. Treasury Securities,
Series A:
We have audited the statements of financial condition
of THE SMITH BARNEY SHEARSON FUND of
STRIPPED ("Zero Coupon") U.S. TREASURY
SECURITIES, SERIES A, formerly The Shearson Lehman
Brothers Fund of Stripped ("Zero Coupon") U.S. Treasury
Securities, Series A (comprised of the 1995 Trust and the
2004 Trust) including the related Portfolios, as of December
31, 1993 for each of the Trusts and the related statements of
operations and changes in net assets and supplemental
information for each of the two years in the period ended
December 31, 1993. These financial statements and
supplemental information are the responsibility of the Fund's
management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that we
plan and perform the audits to obtain reasonable assurance
about whether the financial statements and supplemental
information are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. Our
procedures included confirmations from the custodian of cash
and securities owned at December 31, 1993. An audit also
includes assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and
supplemental information referred to above present fairly, in
all material respects, the financial position of The Smith
Barney Shearson of Stripped ("Zero Coupon") U.S. Treasury
Securities, Series A at December 31, 1993 and the results of
its operations and the changes in its net assets and
supplemental information for each of the two years in the
period ended December 31, 1993, in conformity with generally
accepted accounting principles.
COOPERS & LYBRAND, L.L.P.
New York, New York
February 24, 1994
<PAGE>
<PAGE>
<TABLE> Exhibit 4.2
THE SMITH BARNEY FUND OF STRIPPED ("Zero Coupon")
U.S. TREASURY SECURITIES, SERIES A
Statements of Financial Condition
December 31, 1994 and 1993
<S> <C><C><C><C>
19952004
TrustTrust
1994
Trust Property:
Investment in securities at value (amortized costs
for 1994 and 1993,respectively:
$3,955,968 and $3,887,609 in 1995 Trust
and $9,473,778 and $7,974,619 in
2004 Trust)$3,995,4654,161,017
9,705,090 9,873,506
Net Other assets(5,926)(960)7,910 10,190
$3,989,5394,160,057 9,713,000 9,883,696
Interest of Holders(for 1994 and 1993, respectively:
4,236,880 and 4,487,880 units in 1995 Trust and
20,732,600 and 19,176,400 units in 2004 Trust of
fractional undivided
Cost of Trust units, net of gross transaction
charges
$2,874,580 2,877,579 7,003,241 6,093,191
Unrealized appreciation of investment39,497 273,408
231,312
1,898,887
Undistributed net investment income1,075,462
1,009,070 2,478,447
1,891,618
Net assets$3,989,539 4,160,057 9,713,000 9,883,696
Net asset value per unit$.9416 .9270 .4685 .5154
A-7<PAGE>
<PAGE>
THE SMITH BARNEY FUND OF STRIPPED ("Zero Coupon")
U.S. TREASURY SECURITIES, SERIES A
Statements of Operations and Changes in Net Assets
For the years ended December31, 1994, 1993 and 1992
<S> <C> <C><C> <C><C><C>
1995 Trust2004 Trust
1994 199319921994 19931992
Operations:
Interest income$273,093 287,639 280,162 693,065 598,518
515,487
Expenses:
Trustee and
professional fees(1,534)(1,546)(1,358)(6,232)
(5,617) (5,097)
Other(5,333)(1,162)(1,522)(5,530)(1,162)(1,522)
Total expenses(6,867)(2,708)(2,880)(11,762)
(6,779)(6,619)
Net investment
income266,226 284,931 277,282 681,303 591,739
508,868
Realized gain on sale
of securities27,549 8,930 91,894 56,917 171,987
52,204
Increase (decrease) in unrealized
appreciation(233,911)(35,467)(93,208)(1,667,575)
858,140 99,807
Net increase
(decrease)
in net assets
from operations59,864 258,394 275,968 (929,355)
1,621,866 660,879
Capital share transactions:
Sales of units282,336 454,652 643,293 1,029,175
1,223,985 1,194,819
Redemption of units:
Principal(285,335)(51,766)(587,768)(119,125)
(274,516 (295,940)
Net investment income(199,834)(30,3701)(280,365)
(94,474) (183,018)(147,631)
Realized gains(27,549)(8,930)(91,894)(56,917)
(171,987) (52,204)
(230,382)363,586(316,734) 758,659 594,464 699,044
Increase (decrease)
in net assets(170,518)621,980(40,766)(170,696)
2,216,330 1,359,923
Net assets:
Beginning of year4,160,057 3,538,077 3,578,843 9,883,696
7,667,366 6,307,443
End of year$3,989,539 4,160,057 3,538,077 9,713,000
9,883,696 7,667,366 6,307,443
Units sold 301,200 502,000 803,200 2,108,400 2,459,800
3,162,600
Units redeemed 552,200 100,400 1,154,600 552,200 1,405,600
1,305,200
See notes to financial statements.
A-8
<PAGE>
<PAGE>
THE SMITH BARNEY FUND OF STRIPPED ("Zero Coupon")
U.S. TREASURY SECURITIES, SERIES A
Portfolio as of December31, 1994
<C> <S><C><C><C><C>
Aggregate
PrincipalMaturityAmortized
Amount Title of SecurityCouponDateCostValue
1995 Trust
$ 4,220,000Stripped U.S. Treasury Securities0%
11/15/95 $3,936,7973,977,983
16,880U.S. Treasury Bonds11.50% 11/15/9519,171
17,482
$ 4,236,880$3,936,7973,977,983
2004 Trust
$ 20,650,000Stripped U.S. Treasury Securities0%
11/15/04 $9,367,2539,601,631
82,600U.S. Treasury Bonds11.625% 11/15/04
106,525 103,459
$ 20,732,600$9,473,7789,705,090
Portfolio as of December31, 1993
Aggregate
PrincipalMaturityAmortized
Amount Title of SecurityCouponDateCostValue
1995 Trust
$ 4,470,000Stripped U.S. Treasury Securities0%
11/15/95 $3,867,1924,140,785
17,880U.S. Treasury Bonds11.50% 11/15/9520,417
20,232
$ 4,487,880$3,887,6094,161,017
2004 Trust
$ 19,100,000Stripped U.S. Treasury Securities0%
11/15/04 $7,876,7539,762,583
76,400U.S. Treasury Bonds11.625% 11/15/0497,866
110,923
$ 19,176,400$7,974,6199,873,506
</TABLE>A-11
<PAGE>
THE SMITH BARNEY FUND OF STRIPPED ("Zero Coupon")
U.S. TREASURY SECURITIES, SERIES A
Notes to Financial Statements
December31, 1994
(1) Significant Accounting Policies
The Smith Barney Fund of Stripped ("Zero Coupon") U.S.
Treasury Securities, Series A (the "Fund") is registered under the
Investment Company Act of 1940 as a Unit Investment Trust.
The following is a summary of significant accounting policies
consistently followed by the Fund in the preparation of its
financial statements. The policies are in conformity with
generally accepted accounting principles.
Valuation of securities by the evaluator was made on the basis of
current bid prices for the obligations.
The difference between the initial cost of Stripped U.S. Treasury
Securities and principal amount of each security is being
amortized over the period to its maturity date using the interest
method.
All items of income and expenses are attributable to the unit
holders, on a pro rata basis, for federal income tax purposes in
accordance with the grantor trust rules of the Internal Revenue
Code. Accordingly, no provision for taxes is required to be made
by the Trusts.
(2) Transaction Charges
During the year ended December31, 1994, the Sponsor, Smith
Barney Inc., received transaction charges aggregating $2,504 and
$34,646 with respect to the 1995 Trust and 2004Trust,
respectively.
(3) Investments
At December31, 1994, the cost of investments for federal income
tax purposes was the same as the cost for financial reporting
purposes. There was gross unrealized depreciation of $1,689 and
$3,066 and gross unrealized appreciation of $41,186 and $234,378
for the 1995Trust and 2004Trust, respectively.
The aggregate cost of purchases of securities during the year
ended December31, 1994 was $282,336 and $1,029,175 for the
1995 Trust and 2004 Trust, respectively. The aggregate proceeds
from sales during the year ended December31, 1994 was $512,718
and $270,516 for the 1995 Trust and 2004 Trust, respectively.
(Continued)
<PAGE>
A-9<PAGE>
2
THE SMITH BARNEY FUND OF STRIPPED ('Zero Coupon")
U.S. TREASURY SECURITIES, SERIES A
Notes to Financial Statements
(4) Supplemental Information
Selected data per 1,000 units of the Fund outstanding throughout
the years ended December 31, 1994, 1993 and 1992, respectively,
are as follows (based on average units outstanding throughout the
years):
<TABLE>
<S> <C> <C><C><C><C><C>
1995 Trust2004 Trust
1994 199319921994 19931992
Interest income$64.7165.4063.7734.3433.3730.12
Expenses(1.63)(.62)(.66)(.58)(.38)(.39)
Net investment income63.08 64.7863.1133.7632.99
29.73
Increase (decrease) in
unrealized appreciation*(48.41)(3.67)(3.74)(80.68)
59.33 5.56
Net increase (decrease) in
net assets from operations14.6761.1159.37(46.92)
92.32 35.29
Net assets:
Beginning of year926.95865.84806.47515.41423.09
387.80
End of year$941.62926.95865.84468.49515.41423.09
* If the amount shown per 1,000 units outstanding
throughout the period does not accord with the change in the
aggregate gains or losses in the portfolio of securities for the
period, it is because of the timing of sales and redemptions of the
Fund's units in relation to fluctuating market values for the
portfolio.
</TABLE>
<PAGE>
A-10<PAGE>
PROSPECTUS - PART B
Note: Part B of this Prospectus may not be
distributed unless accompanied by Part A.
DESCRIPTION OF THE FUND
Structure
Series A of The Smith Barney Shearson Fund of
Stripped ("Zero") U.S. Treasury Securities (the "Fund")
originally consisted of three separate unit investment
trusts (the "Trusts") created by one Trust Indenture
(the "Indenture")* among Shearson Lehman Brothers
Inc. (the "Sponsor"), The Bank of New York (the
"Trustee") and Kenny S&P Evaluation Services
(formerly called Standard & Poor's Corporation) (the
"Evaluator") under New York law. One of the Trusts
expired on November 15, 1991. In July, 1993, Smith
Barney Shearson Inc. became the Sponsor of the Fund
(see "Sponsor"). As of the date of the Statement of
Financial Condition of the Fund included in Part A of
this Prospectus, the Sponsor had deposited the
underlying Securities (described below) identified in the
Portfolio in Part A with the Trustee at prices equal to
the evaluation of those Securities on the offering side
of the market as determined by the Evaluator, and the
Trustee had delivered to the Sponsor units of fractional
undivided interest ("Units") in each Trust as set forth
in the Statement of Financial Condition. See
"Investment Summary" and the financial statements for
the Fund in Part A of this Prospectus.
The Sponsor intends to deposit additional Securities
in each of the Trusts, with identical maturities to those
of the Securities identified in the portfolios of such
Trusts in Part A. The Securities so deposited may be
represented by purchase contracts assigned to the
Trustee together with an irrevocable letter of credit
issued by a commercial bank, cash or cash equivalents
to fund their purchase. Units in the Trusts delivered to
the Sponsor in connection with subsequent deposits will
be offered for sale by means of this Prospectus.
Units are offered for sale at a price based upon the
offering side evaluation of the Securities, plus a
transaction charge of 1.50% or less of the price so
determined (the "Offering Price"). The Sponsor has
undertaken to maintain a secondary market in the
Units, also based upon the offering side evaluation of
the Securities (the "Sponsor's Repurchase Price"). In
addition, Holders of Units (including the Sponsor) have
the right to have their Units redeemed at a price
based on the bid side evaluation of the Securities (the
"Redemption
* The summary description appearing in this Prospectus of rights of
Holders (as defined below) under the Indenture does not purport
to be complete and is qualified in its entirety by reference to the
complete text of the Indenture, which is filed with the Securities and
Exchange Commission as an exhibit to the Registration Statement
under the Securities Act of 1933 of which this Prospectus is a part.
Price"). Redemptions will be made in cash or, at the
option of the Holder, in kind. See "Sale and
Redemption of Units."
On the date of the Statement of Financial Condition
of the Fund included in Part A of this Prospectus, each
Unit of a Trust represented the fractional undivided
interest in the Securities held in the Trust set forth
under "Investment Summary" in Part A. If Units of any
Trust are redeemed, the face amount of Securities in
the Trust will be reduced by amounts allocable to
redeemed Units, and the fractional undivided interest
represented by each Unit in the balance of the Trust
will be increased. If additional Units are issued by any
Trust (through deposit of Securities by the Sponsor in
connection with the sale of additional Units), the face
amount of Securities in the Trust will be increased by
amounts allocable to additional Units, and the
fractional undivided interest represented by each Unit
in the balance of the Trust will be decreased. Units will
remain outstanding until redeemed upon tender to the
Trustee by a Holder or until the liquidation of the
Trust pursuant to the terms of the Indenture. See
"Sale and Redemption of Units" and "Administration of
the Fund."
As used herein, "Securities" includes "Stripped
Treasury Securities" (see "Characteristics of the
Securities" below), interest-bearing Treasury securities
("Treasury Notes"), and Stripped Treasury Securities
and Treasury Notes represented by contracts to
purchase such securities. The term "Holder" refers to
the Sponsor, when appropriate, and to separate
investment accounts (the "Accounts") established by
The IDS Life Insurance Company ("IDS Life") and
IDS Life Insurance Company of New York ("IDS Life
of New York"), which are currently the only eligible
purchasers of Units from the Sponsor. The Accounts
invest in Units to fund benefits under variable life
insurance policies issued by IDS Life and IDS Life of
New York (the "Policies") in accordance with allocation
instructions received from purchasers of Policies. (the
"Owners"). For further information as to the rights of
Policy owners, which should be distinguished from the
rights of Holders as set forth in this Prospectus, see the
accompanying Prospectus relating to the Policies.
Risk Factors
An investment in Units of the Trust should be made
with an understanding of the risks that such an
investment may entail, including the risk that the value
of the Trust's portfolio and hence of the Units will
decline with increases in interest rates. High inflation
and recession, together with the fiscal and monetary
measures adopted to attempt to deal with these and
other economic problems, have contributed to wide
fluctuations in interest rates and thus in the value of
fixed-rate debt obligations generally in recent years.
The Sponsor cannot predict future economic policies
or their consequences or, therefore, the course or
extent of any similar fluctuations in the future.
Moreover, because interest on "zero coupon"
obligations, to which Stripped Treasury Securities are
economically similar (see "Characteristics of the
Securities" below), is not distributed on a current basis
but is in effect compounded, the value of securities of
this type (and of a portfolio primarily comprised of
such obligations) is subject to greater fluctuations in
response to changing interest rates than the value of
debt obligations which distribute income regularly.
Accordingly, while the full faith and credit of the
United States Government protects against credit risks
on the Securities in each Trust, disposition of Units
before the maturity of the underlying portfolio
Securities at a time when interest rates have increased
will involve greater market risk than disposition of
interests in a trust holding interest-bearing debt
obligations. This risk is greater when the period to
maturity is longer. In addition, a direct Holder will
recognize significant amounts of taxable income before
the receipt of the cash attributable to such income.
Characteristics of the Securities
Each Trust consists primarily of Stripped Treasury
Securities with maturities corresponding to that Trust's
designation. Each Trust also holds Treasury Notes
which are deposited in order to provide income with
which to pay anticipated expenses of the Trust. It is
anticipated that a constant proportion of Treasury
Notes to Stripped Treasury Securities will be
maintained in each of the Trusts. All of the Securities
represent direct obligations of the United States
Government which are payable in full at maturity at
their stated maturity amount. The Securities in each
Trust are not subject to redemption prior to maturity
and do not have any equity or conversion features.
Stripped Treasury Securities held by any Trust will
consist of one or more of the following types of
securities: (i) United States Treasury debt obligations
which have been stripped of their unmatured interest
coupons, (ii) coupons which have been stripped from
United States Treasury bonds, and (iii) receipts or
certificates for stripped United States Treasury debt
obligations and stripped coupons. Stripped debt
obligations are bonds originally issued as coupon bonds
which have been stripped of their unmatured interest
coupons subsequent to issuance by the owner; stripped
coupons are coupons that were originally issued as part
of and attached to coupon bonds and have
subsequently been stripped from those bonds by their
owner. Stripped debt obligations and coupons (other
than when represented by receipts or certificates as
described below) are eligible for purchase by the Trusts
only if held in the book-entry system maintained by
the Federal Reserve pursuant to the United States
Treasury's Separate Trading of Registered Interest and
Principal of Securities program. Receipts or certificates
for stripped United States Treasury debt obligations
and coupons evidence ownership of future interest or
principal payments on such obligations and coupons.
Such receipts have been offered for sale by several
investment banking firms, are traded in a secondary
market, and currently represent a large segment of the
market for Stripped Treasury Securities. As described
in the offering circulars through which the receipts are
offered for sale, the completeness and correctness of
which are assumed here, the receipt sales programs of
the several firms are not identical but are similar to
one another. The receipts or certificates are typically
issued by a major bank which acts as custodian and
nominal holder of the underlying stripped United
States Treasury obligations (which may be held by such
bank either in physical or in book-entry form). The
terms of custody generally provide that the underlying
obligations will be held separate from the general
assets of the custodian and will not be subject to any
right, charge, security interest, lien or claim of any
kind in favor of the custodian or any person claiming
through the custodian, that the custodian will be
responsible for applying all payments received on those
underlying obligations to the related receipts or
certificates without making any deductions other than
applicable tax withholding, and that the custodian is
required to maintain insurance for the protection of
holders of receipts or certificates in customary
amounts against losses resulting from the custody
arrangement due to dishonest or fraudulent action by
the custodian's employees. The offering circulars for
such receipts and certificates generally provide that the
holders of receipts or certificates, as the real parties in
interest, are entitled to the rights and privileges
accorded to holders of the underlying stripped debt
obligations and coupons, including the right in the
event of default in payment of principal or interest
thereon to proceed individually against the United
States without acting in concert with other holders of
those receipts or certificates or the custodian.
Stripped Treasury Securities are sold at a deep
discount because the buyer of those securities receives
only the right to a future fixed payment on the
security and does not receive any rights to periodic
interest payments. Purchasers of Stripped Treasury
Securities acquire, in effect, discount obligations that
are substantially similar economically to the "zero
coupon" bonds issued by corporations, which are
originally issued at a deep discount and do not make
any periodic payments of interest prior to maturity.
<PAGE>
Yield
The economic effect of purchasing Units of a Trust
is that the investor who holds such Units until maturity
of the underlying Securities should receive, assuming,
among other things, that the income generated by the
Treasury Notes held by such Trust equals expenses
incurred, a fixed yield that can be estimated at the time
of purchase, not only on his original investment but
also on all amortized discount during the life of the
underlying Securities. Accordingly, an investor in the
Trusts, unlike an investor in funds comprised of
securities making periodic distributions, virtually
eliminates the risk of being unable to invest
distributions at a rate as high as the anticipated yield
on Trust Units, but will forego the ability to reinvest
such yield at higher rates in the future. The assumed
or implicit automatic reinvestment of the portion of the
yield represented by amortized discount differentiates
the Trusts from funds comprised of securities on which
periodic interest is paid. Actual yield realized by an
investor who holds Units until maturity of the
underlying Securities, however, may be more or less
than the yield estimated at the time of purchase of
such Units as a result of changes in the expenses
incurred by a Trust or sales of Securities held by a
Trust prior to maturity in order to meet redemptions of
Units. See "Sale and Redemption of Units", "Expenses
and Charges" and "Administration of the Fund -
Accounts and Distributions."
A Holder will be required to include annually in
gross income an allocable portion of the discount on
the Stripped Treasury Securities before the receipt of
the cash attributable to such income. For Federal
income tax purposes, inclusion will be on a basis that
reflects the effective semi-annual compounding of
accrued but unpaid interest represented by
amortization of the discount on the Stripped Treasury
Securities. See "Taxes."
SALE AND REDEMPTION OF UNITS
Pricing of Units
The price per Unit of a Trust (the "Price per Unit")
is computed as follows. The sum of (i) taxes or other
governmental charges against the Trust not previously
deducted, (ii) accrued fees and expenses of the Trustee
(including legal and auditing expenses), the Evaluator
and counsel, and certain other expenses, and (iii) any
cash held for distribution to Holders of record as of a
date prior to the evaluation is subtracted from the sum
of (a) the aggregate evaluation of the Trust's portfolio
Securities determined by the Evaluator, (b) cash on
hand in the Trust (other than cash deposited by the
Sponsor for the purchase of Securities), (c) accrued
and unpaid interest on the Treasury Notes as of the
date of computation (except for interest payable to the
Sponsor as a special distribution, as explained below)
and (d) all other assets of the Trust. The resulting
difference is divided by the number of Units
outstanding to arrive at the Price per Unit for the
Trust with respect to which the foregoing calculations
were made.
<PAGE>
The aggregate evaluation of each Trust's portfolio
Securities is determined by the Evaluator on the basis
of current prices for the Securities, if available; current
prices for comparable securities; the value of the
Securities as determined by appraisal; or any
combination of the foregoing. The Evaluator may
obtain current price information as to the Securities
from investment dealers or brokers (including the
Sponsor) that customarily deal in those types of
securities.
The Price per Unit on the offering side of the
market used to determine the Offering Price and
Sponsor's Repurchase Price is computed as of the
Evaluation Time on each Business Day, effective for all
such transactions since the immediately preceding
Evaluation Time. See "Sale of Units" and "Market for
Units" below. The Price per Unit on the bid side of
the market used to determine the Redemption Price is
computed as of the Evaluation Time next following
the tender by a Holder of its Units for redemption,
effective for all redemptions since the immediately
preceding Evaluation Time. See "Redemption of Units"
below. In addition, the Price per Unit on the offering
side and the bid side of the market is determined (i) on
June 30 and December 31 of each year (or on the last
Business Day prior to such dates) and (ii) on any
Business Day on which such a determination is
requested by the Trustee or the Sponsor.
As indicated under "Investment Summary" in Part A
of this Prospectus, the Stripped Treasury Securities and
Treasury Notes deposited in each Trust include
elements of amortized discount and accrued interest,
respectively. Evaluations of Securities in a Trust
include discount amortized on the Stripped Treasury
Securities from the date of purchase or sale of Units
of the Trust to the date of settlement for such Units
(normally five Business Days). Interest on the
Treasury Notes accruing prior to their deposit in a
Trust and after such deposit to the date five Business
Days after such deposit is paid to the Sponsor by the
Trustee as a special distribution and recovered by the
Trustee from interest received on the Treasury Notes,
and is therefore not included in the evaluation of
Securities in the Trust. See "Investment Summary" in
Part A of this Prospectus.
In addition to the deposit by it of contracts
representing Securities expected to settle within the
usual settlement time for sales of securities (normally
five Business Days), the Sponsor may deposit contracts
representing Securities with an agreed-upon delayed
settlement date which will not be delivered to the
Sponsor (or to the Trust) by the settlement date for
Units acquired by the Sponsor on its deposit of such
contracts. Amortized discount on such Securities will
not accrete to the benefit of the Trust holding the
contract representing the Securities until the
settlement date for such Securities.
The Price per Unit of a Trust will vary in
accordance with fluctuations in the evaluation of the
underlying Securities. Amortization of discount will
have the effect of increasing at any particular time the
value of the underlying Securities.
<PAGE>
As used in this Prospectus, the term "Business Day"
means every Monday through Friday except for New
Year's Day, Martin Luther King's Birthday, Presidents'
Day, Memorial Day, Independence Day, Labor Day,
Columbus Day, Veteran's Day, Thanksgiving and
Christmas.
Sale of Units
The Offering Price per Unit of a Trust is
determined by evaluating the Trust's portfolio
Securities on the offering side of the market in
determining the Price per Unit (see "Pricing of Units")
and adding the applicable transaction charge. The
transaction charge varies with the remaining years to
maturity of the Stripped Treasury Securities in the
Trust, as follows:
<TABLE>
<S> <C><C>
Percent of
Percent of
Offering
Net Amount
Remaining Years to Maturity
Price
Invested
Less than 3 years
.5
.503
At least 3 years but less than 8 years
1.00
1.010
At least 8 years but less than 13 years
1.50
1.523
</TABLE>
The transaction charges set forth above, which do
not reflect distribution expenses because all sales are
currently made to the Account, are less than sales
charges on comparable unit investment trusts offered
to the public by the Sponsor. On Units sold to the
Account, GIAC initially pays the transaction charge.
GIAC has represented that it intends to recover any
transaction charges paid by it from the Investment
Division within the Account corresponding to the Trust
with respect to which the transaction charge was paid
through a charge against the assets of such Division.
Reference should be made to the accompanying
Prospectus relating to the Policies for further
information.
Market For Units
The Sponsor has undertaken to maintain a
secondary market for Units of each Trust and to offer
continuously to purchase Units of each Trust at the
Sponsor's Repurchase Price. The Sponsor's Repurchase
Price per Unit of a Trust is determined by evaluating
the Trust's portfolio Securities on the offering side of
the market in determining the Price per Unit (see
"Pricing of Units").
The right of Holders to resell their Units to the
Sponsor may be suspended and payment postponed for
any period during which the right of redemption with
respect to such Units has been suspended. See
"Redemption of Units" below.
Consolidated financial statements of the Sponsor
are incorporated by reference in this Prospectus. See
"Financial Information Concerning the Sponsor" in Part
A of this Prospectus.
<PAGE>
Redemption of Units
In addition to the right of a Holder to sell Units to
the Sponsor at the Sponsor's Repurchase Price, a
Holder (including the Sponsor) is also entitled to
redeem Units at the office of the Trustee upon tender
of certificates, if issued, and payment of any relevant
tax without any other fee. The Redemption Price per
Unit of a Trust is determined by evaluating the Trust's
portfolio Securities on the bid side of the market in
determining the Price per Unit (see "Pricing of
Units").
Because the Sponsor's Repurchase Price is based on
the offering side evaluation of the Securities in a Trust
and the Redemption Price is based on the bid side
evaluation of such Securities, it is expected that it will
always be to the advantage of a Holder (other than
the Sponsor) to resell Units to the Sponsor rather than
to redeem them. Unless the Account has elected an in
kind payment, the Sponsor therefore expects to
repurchase any Units tendered for redemption by the
Account.
The Sponsor, as a Holder, intends to redeem Units
it has purchased in the secondary market or acquired
on deposit of Securities in a Trust if it determines it is
undesirable to continue to hold those Units in its
inventory. Factors which the Sponsor will consider in
making such a determination will include the number
of Units of all Trusts which it has in its inventory, the
salability of the Units, and its estimate of the time
required to sell the Units and general market
conditions. The Sponsor has committed to redeem
Units only in an amount substantially equal to the
value of one or more portfolio Securities, so that
uninvested cash generated by a redemption is de
minimis.
Certificates to be redeemed must be properly
endorsed or accompanied by a written instrument or
instruments of transfer. The Trustee will redeem Units
either in cash or, if specified at the option of the
Holder, in kind as requested in writing to the Trustee.
A Holder will be entitled to receive redemption
proceeds within seven calendar days following tender
or, if the seventh calendar day is not a Business Day,
on the last Business Day prior thereto.
In kind distributions will take the form of
distributions of certificates representing whole
Securities and cash representing fractional interests in
such Securities. The Securities to be received by a
Holder upon redemption of its Units in kind will be
selected by the Trustee from a list supplied by the
Sponsor. The Trustee is empowered to sell Securities
in order to make funds available for cash distributions
and for in kind distributions to the extent necessary to
redeem fractional interests in whole Securities
represented by Units redeemed. To the extent that
Securities are redeemed in kind or sold, the size of the
relevant Trust will be reduced. Sales may be required
at a time when Securities would not otherwise be sold
and may result in lower prices than might otherwise be
realized. In addition, because the Sponsor may specify
minimum face amounts in which Securities may be
sold, the proceeds of sale may exceed the amount
required to redeem Units. Any excess proceeds will be
distributed to Holders upon maturity of the Securities
in the relevant Trust.
The right of Holders to redeem their Units may be
suspended and payment postponed for any period (i)
during which the New York Stock Exchange (the
"NYSE") is closed other than for customary weekend
and holiday closings, or (ii) during which, as
determined by the Securities and Exchange
Commission (the "Commission"), (a) trading on the
NYSE is restricted or (b) an emergency exists as a
result of which disposal or evaluation of the Securities
is not reasonably practicable, or (iii) for any other
periods which the Commission may by order permit.
Comparison of Offering Price, Sponsor's
Repurchase Price and Redemption Price
With respect to each Trust, on the date of the
Statement of Financial Condition of the Fund included
in Part A of this Prospectus, the Offering Price per
Unit (which includes the transaction charge) and the
Sponsor's Repurchase Price per Unit (each based on
the offering side evaluation of Securities in a Trust)
exceeded the Redemption Price per Unit (based on
the bid side evaluation thereof) by the amounts set
forth under "Investment Summary" in Part A.
On the date of the Statement of Financial Condition
of the Fund included in Part A, the bid prices for
Securities in each of the Trusts were lower than the
offering prices thereof (see Portfolio of the Fund in
Part A). For this and other reasons (including
fluctuations in the market prices of the Securities and
the fact that the Offering Price includes a transaction
charge), the amount realized by a Holder upon any
sale or redemption of Units may be less than the price
paid for such Units.
TAXES
The following discussion relates only to Holders (the
Account and the Sponsor) of Units of the Fund, and
not to Policy owners. For information on tax
consequences to Policy owners, see the attached
Prospectus relating to the Policies.
In the opinion of Davis Polk & Wardwell, special
counsel for the Sponsor, under existing law:
Each Trust is not an association taxable as a
corporation for Federal income tax purposes, and
income received by the Trust will be treated as the
income of the Holders of the Trust in the manner set
forth below.
Each Holder will be considered the owner of a pro
rata portion of each Security in its Trust under the
grantor trust rules of Sections 671-679 of the Internal
Revenue Code of 1986, as amended. In order to
determine the face amount of a Holder's pro rata
portion of each Security in its Trust on the date of the
Statement of Financial Condition of the Fund included
in Part A of this Prospectus, see "Face Amount of
Securities" under the Investment Summary in Part A.
The total cost to a Holder for its Units, including
transaction charges, is allocated among its pro rata
portion of each Security in its Trust (in proportion to
the fair market values thereof on the date the Holder
purchases its Units) in order to determine its tax cost
for its pro rata portion of each Security. In order for
a Holder who purchased its Units on the date of the
Statement of Financial Condition of the Fund included
in Part A of this Prospectus to determine the fair
market value of its pro rata portion of each Security
in its Trust on such date, see Sponsor's Repurchase
Price under the Investment Summary in Part A.
Each Trust consists primarily of Stripped Treasury
Securities. A Holder is required to treat its pro rata
portion of each Stripped Treasury Security in its Trust
as a bond that was originally issued on the date the
Holder purchased its Units at an original issue discount
equal to the excess of the stated redemption price at
maturity over the Holder's tax cost therefor as
discussed above, and to include annually in income a
portion of such original issue discount determined
under a formula which takes into account the semi-
annual compounding of interest.
<PAGE>
Each Holder will be considered to have received the
income on its pro rata portion of the Treasury Notes in
its Trust when interest on the Notes is received by its
Trust. A Holder who itemizes deductions will be
entitled to deductions for income tax purposes of the
Holder's pro rata share of expenses paid by its Trust,
including fees of the Trustee and the Evaluator.
A Holder will recognize taxable gain or loss when
all or part of his pro rata portion of a Security is
disposed of by the Fund for an amount greater or less
than his adjusted tax basis. Any such taxable gain or
loss will be capital gain or loss except that any gain
from the disposition of a Holder's pro rata portion of
a Security acquired by the Holder at a "market
discount" (i.e., if the Holder's original cost for his pro
rata portion of the Security (plus any original issue
discount which will accrue thereon) is less than its
stated redemption price at maturity) will be treated as
ordinary income to the extent the gain does not exceed
the accrued market discount. Capital gains are
generally taxed at the same rate as ordinary income.
However, the excess of net long-term capital gains
over net short-term capital losses may be taxed at a
lower rate than ordinary income for certain
noncorporate taxpayers. A capital gain or loss is long-
term if the asset is held for more than one year and
short-term if held for one year or less. The deduction
of capital losses is subject to limitations. A Holder will
also be considered to have disposed of all or part of his
pro rata portion of each Security when he sells or
redeems all or some of his Units.
Holders will be required for Federal income tax
purposes to include amounts in ordinary gross income
in advance of the receipt of the cash attributable to
such income. Therefore, direct purchase of Units may
be appropriate only for a tax-deferred account which is
not subject to a current tax on income accrued in
advance of the receipt of the cash attributable to such
income.
Under the income tax laws of the State and City of
New York, each Trust is not an association taxable as
a corporation and income received by the Trust will be
treated as the income of the Holders of the Trust in
the same manner as for Federal income tax purposes.
The foregoing discussion relates only to Federal and
New York State and City income taxes. Holders also
may be subject to state and local taxation in other
jurisdictions. Holders should consult their own tax
advisers regarding specific questions as to Federal,
state or local taxes.
SPONSOR'S PROFITS
The Sponsor receives a transaction charge at the
rates set forth under "Sale and Redemption of Units -
Sale of Units" on any sale by it of Units, regardless of
whether such Units were acquired by the Sponsor on
the deposit of Securities in a Trust or in the secondary
market maintained by it. In addition, the Sponsor may
realize a profit on the deposit of Securities in a Trust
based upon the difference between the cost of the
Securities to the Trust (which is based on the offering
side evaluation of the Securities) and the price paid by
the Sponsor for such Securities. The Sponsor also may
realize profits or sustain losses as a result of
fluctuations in the aggregate value of a Trust's
portfolio Securities and hence in the Offering Price for
the related Units sold by the Sponsor subsequent to
the date of the acquisition by the Sponsor of such
Units on its deposit of Securities in a Trust.
In maintaining a secondary market for the Units,
the Sponsor also will realize profits or sustain losses in
the amount of any difference between the Sponsor's
Repurchase Price at the time of such purchase and the
Offering Price or Redemption Price at the time of
resale or redemption, as the case may be.
Cash, if any, received from purchasers of Units by
the Sponsor prior to the settlement dates for purchase
of Units or prior to payment for Securities upon their
delivery may be used in the Sponsor's business, subject
to the limitations of Rule 15c3-3 under the Securities
Exchange Act of 1934, and may be of benefit to the
Sponsor.
EXPENSES AND CHARGES
Initial Expenses
The Sponsor has borne all expenses incurred in
creating and establishing the Fund, including the cost
of the initial preparation of the Indenture, the initial
fees and expenses of the Trustee, legal and auditing
expenses and other out-of-pocket expenses.
Sponsor's Fees
The Sponsor receives no fee from the Fund for its
services as such. However, while the transaction
charges paid by GIAC to the Sponsor are not directly
charged to the Account, GIAC has represented that it
will recover such transaction charges through charges
against the assets of the Division of the Account
corresponding to the Trust with respect to which the
transaction charge was paid. Policy owners therefore
will indirectly bear these charges. Reference should be
made to the accompanying Prospectus relating to the
Policies for further information.
Trustee's and Evaluator's Fees
The Trustee's and Evaluator's fees are set forth
under "Investment Summary" in Part A of this
Prospectus. The Trustee's fees, payable semi-annually
out of the assets of each Trust, are determined monthly
based on the largest face amount of Securities in a
Trust during the preceding month. The Trustee also
may benefit to the extent that it holds funds on
deposit in the various non-interest bearing accounts
created under the Indenture. See "Administration of
the Fund - Accounts and Distributions."
<PAGE>
The Evaluator's fees set forth under "Investment
Summary" in Part A for each determination of the
Offering Price and Sponsor's Repurchase Price will be
paid by the Sponsor. The Evaluator's fees for
determining the Redemption Price will be borne by the
Trust.
Charges Borne by the Trusts
In addition to the Trustee's and Evaluator's fees
borne by the Trusts identified above, charges borne by
the Trusts include: (i) fees of the Trustee for
extraordinary services, (ii) certain expenses of the
Trustee (including legal and auditing expenses) and of
counsel designated by the Sponsor, (iii) various
governmental charges, (iv) expenses and costs of any
action taken to protect a Trust, (v) indemnification of
the Sponsor and the Trustee for any loss, liability and
expense incurred without gross negligence, bad faith,
wilful misconduct or reckless disregard of their duties
and (vi) to the extent then lawful, expenses (including,
but not limited to, legal, auditing and printing
expenses) of maintaining registration or qualification of
the Units and/or the Fund under Federal or state
securities laws subsequent to initial registration.
The above fees and expenses, including the
Trustee's and Evaluator's fees, are deducted from the
Income Account of each Trust in any month in which
interest is paid on the Treasury Notes in such Trust
and, to the extent funds are not then available in the
Income Account, from the Capital Account of the
Trust to which they relate. To the extent funds are not
available in the Capital Account, the Trustee is
empowered to sell Securities in the Trust in order to
make funds available to pay such amounts. The above
fees, expenses and advances, when paid by or owing to
the Trustee, are secured by a lien on the assets of the
relevant Trust.
ADMINISTRATION OF THE FUND
Records
The Trustee keeps records of transactions of the
Fund, including a current list of the Securities held in
each Trust and a copy of the Indenture. These records
are available to Holders for inspection at the office of
the Trustee at reasonable times during the Trustee's
business hours. Portfolio Supervision
In selecting Securities for deposit in the Fund, the
following factors, among others, are considered by the
Sponsor: (i) the types of Securities available; (ii) the
prices of those Securities relative to other comparable
securities; (iii) the yield to maturity of those Securities;
and (iv) the maturities of those Securities.
Neither the Sponsor nor the Trustee will be liable
in any way for any default, failure or defect in any of
the Securities. In the event of a failure to deliver
Securities that have been purchased for a Trust under
a contract ("Failed Securities"), the Sponsor is
authorized under the Indenture to direct the Trustee to
use the funds reserved for the purchase of Failed
Securities to acquire substitute Securities with identical
maturities ("Substitute Securities"). Substitute Securities
must be purchased at a price that results in a yield to
maturity as of their date of deposit which is equivalent
to the yield to maturity of the Failed Securities. If the
Sponsor does not or cannot, in accordance with the
restrictions on its ability to do so summarized above,
direct the Trustee to purchase Substitute Securities, the
Sponsor will, within 30 days after delivery to the
Sponsor of notice of default on the contract, cause to
be refunded the transaction charge and cost of
Securities to the Trust attributable to Units acquired
on deposit of contracts to purchase the Failed
Securities, plus accrued interest and amortization.
Within five days after the acquisition of Substitute
Securities or a refund by the Sponsor, the Trustee will
notify all Holders of the affected Trust of the
acquisition of the Substitute Securities or such refund
and, within 30 days thereafter, make a pro rata
distribution of the amount of such refund or the
amount, if any, by which the cost to the Trust of the
Failed Securities exceeded the cost of the Substitute
Securities.
In the event that it becomes necessary for the Trust
to sell Securities in order to make funds available for
cash redemptions, the Securities to be sold will be
selected by the Trustee from a list supplied by the
Sponsor. Securities will be chosen for this list by the
Sponsor on the basis of market factors. Provision is
made under the Indenture for the Sponsor to specify
minimum face amounts in which blocks of Securities
are to be sold in order to obtain the best price for the
Trust. While these minimum amounts may vary from
time to time in accordance with market conditions, the
Sponsor believes that the minimum face amounts
specified would range from $25,000 to $100,000.
If a Holder requests in kind redemption of its Units,
the Securities received by the Holder upon redemption
will also be selected by the Trustee from a list supplied
by the Sponsor.
The Sponsor may direct the disposition of Securities
upon default in payment of principal or interest which
is not promptly cured, institution of certain legal
proceedings, default in payment of principal of or
interest on other securities constituting obligations of
the United States Government, or a decline in price or
the occurrence of other market or credit factors that
in the opinion of the Sponsor would make the
retention of the Securities in any Trust detrimental to
the interest of the Holders of that Trust. If a default in
the payment of principal or interest on any Security
occurs and if the Sponsor fails to give instructions to
sell or hold the Security within 30 days after the
notification of such failure by the Trustee to the
Sponsor, the Indenture provides that the Trustee may
sell the Security.
Accounts and Distributions
The Indenture provides for the creation by the
Trustee of three accounts on behalf of each Trust of
the Fund: an Income Account, a Capital Account, and
a Reserve Account. Interest received on the Treasury
Notes held by each Trust is credited to the Income
Account. Proceeds from the disposition of any Security
(other than proceeds representing interest and
penalties on the Treasury Notes which are credited to
the Income Account) which are not used for
redemption of Units are credited to the Capital
Account of the relevant Trust. A Reserve Account
may be created by the Trustee on behalf of each Trust
in accordance with the terms of the Indenture by
withdrawals from time to time from the Income or
Capital Accounts of amounts deemed requisite by the
Trustee to establish a reserve for any taxes or other
governmental charges that may be payable out of the
assets of such Trust.
Any date on which a distribution to Holders of
Units is made is referred to herein as a "Distribution
Day." Because funds held by the Trustee in the various
accounts do not bear interest, and because of the "zero
coupon" nature of Stripped Treasury Securities which
constitute substantially all of the assets of the Trusts, it
is anticipated that no distributions will be made to
Holders of Units until the next Business Day following
the maturity of the Securities in the Trust portfolio to
which the Units relate. Distributions will be made to
Holders as of the Business Day immediately preceding
the Distribution Day (the "Record Day") by mail on
the Distribution Day and will consist of an amount
equal to each Holder's pro rata share of the cash
balance in the Income and Capital Accounts of a
Trust as of the close of business on the Record Day,
less any accrued expenses, fees or liabilities owed by
the Trust and amounts allocated by the Trustee to the
Reserve Account.
<PAGE>
Reports to Holders
After the end of each calendar year, the Trustee will
furnish to Holders of Units in the relevant Trust a
statement (i) summarizing transactions for the year in
the Income, Capital and Reserve Accounts of the
Trust, (ii) identifying Securities sold and purchased
during, and listing Securities held at the end of, the
year by the Trust, (iii) stating the Trust's Offering
Price, Sponsor's Repurchase Price and Redemption
Price per Unit based upon the computation thereof
made at the end of the year and (iv) specifying the
amounts, if any, distributed during the year from the
Trust's Income and Capital Accounts.
The accounts of each Trust will be audited at least
annually by independent certified public accountants
designated by the Sponsor, and the report of such
accountants will be furnished by the Trustee to
Holders. Upon distribution of the assets of a Trust as
described under "Accounts and Distributions", the
Trustee will furnish to Holders as of the Record Day
a statement of the amounts of interest and other
receipts being distributed, expressed in each case as a
dollar amount per Unit.
Certificates
Upon request to the Trustee and payment of
postage, Holders are entitled to a registered Certificate
for Units. Certificates are transferable or
interchangeable upon presentation at the office of the
Trustee, and payment of any taxes or governmental
charges imposed on the transaction, plus a transfer
charge specified by the Trustee and approved by the
Sponsor. Mutilated, destroyed, stolen or lost
Certificates will be replaced upon delivery of
satisfactory indemnity and payment of expenses
incurred.
<PAGE>
Unless a Certificate is requested, Holders will hold
their Units in uncertificated form. The Trustee will
credit each such Holder's account with the number of
Units purchased by that Holder. Uncertificated Units
are transferable through the same procedures
applicable to Units evidenced by Certificates, except
that no Certificate need be presented to the Trustee
and none will be issued upon transfer unless requested
by the Holder.
Amendment and Liquidation
The Sponsor and Trustee may amend the Indenture
without the consent of Holders (i) to cure any
ambiguity or to correct or supplement any of its
provisions which may be defective or inconsistent, (ii)
to make any changes in its provisions required by the
Commission or any successor governmental agency, or
(iii) to make any other changes which do not adversely
affect the interest of the Holders, as determined in
good faith by the Sponsor.
The provisions of the Indenture with respect to any
Trust also may be amended in any respect or waived by
the Sponsor and Trustee with the consent of the
Holders of 51% of the Units of such Trust then
outstanding. However, none of such amendments or
waivers may permit the acquisition by a Trust of
Securities with maturity dates differing from those of
the Securities described in the portfolio of such Trust
in Part A of this Prospectus or reduce the percentage
of Units required to consent to such amendments or
waivers without the consent of all Holders of Units in
such Trust. The Trustee will promptly notify Holders of
the substance of any such amendment.
The Indenture will terminate in accordance with its
terms upon the earlier of the distribution of all assets
of any Trust, as to the Trust holding the assets so
distributed, or the date specified under "Investment
Summary - Mandatory Termination Date" in Part A of
this Prospectus. A Trust may be liquidated if the value
of the Trust is less than the minimum value set forth
under "Investment Summary" in Part A. A Trust also
may be terminated by action of Holders of 51% of the
Units in such Trust at any time. The Trustee will
deliver written notice of any proposed termination of
a Trust to each Holder within a reasonable period of
time prior to its proposed liquidation, specifying the
times at which Holders may surrender their Certificates
for cancellation or otherwise receive payment for their
Units if held in uncertificated form. Within a
reasonable period of time after notice of proposed
termination of a Trust, the Trustee must sell all of the
Securities then held in the Trust and distribute to each
Holder the Holder's interest in the Income and Capital
Accounts after deduction of accrued expenses, fees or
liabilities owed by the Trust and any amounts allocated
by the Trustee to the Reserve Account. Such
distribution normally will be made by mailing a check
to the address of the Holder appearing on the record
books of the Trustee on the Record Day prior to the
Distribution Day on which such checks are mailed.
<PAGE>
SPONSOR
The Sponsor, a Delaware corporation which is an
indirect wholly owned subsidiary of The Travelers Inc.,
is engaged in the underwriting, securities and
commodities brokerage, and investment advisory
business, and is a member of the NYSE, other major
securities exchanges and commodity exchanges, and the
National Association of Securities Dealers, Inc. In July,
1993, Primerica Corporation ("Primerica") and its
subsidiary, Smith Barney, Harris Upham & Co.
Incorporated, acquired the domestic retail brokerage
and asset management businesses of Shearson Lehman
Brothers Inc., previously the sponsor of the Fund. As
a result of this acquisition, Smith Barney Shearson Inc.
is now the Sponsor of the Fund. In January, 1994,
Primerica completed a merger with The Travelers
Corporation and they became The Travelers Inc. The
Sponsor has acted as principal underwriter and
managing underwriter of other investment companies.
The Sponsor, in addition to participating as a member
of various selling groups or as an agent of other
investment companies, executes orders on behalf of
investment companies for the purchase and sale of
securities of such companies and sells securities to such
companies in its capacity as a broker or dealer in
securities.
Limitations on Liability
The Sponsor will not be liable to the Fund or to
Holders for taking any action or refraining from taking
any action in good faith or for errors in judgment and
will not be responsible for depreciation or loss with
respect to the Securities held by the Fund, except in
cases of wilful misfeasance, bad faith, gross negligence
or reckless disregard of its obligations under the
Indenture. The acquisition of all or substantially all of
the assets of the Sponsor and the assumption of its
obligations under the Indenture by a corporation or
partnership which carries on its business will relieve
the Sponsor of its obligations and duties under the
Indenture.
Resignation and Removal
If the Sponsor fails to perform its duties, becomes
incapable of acting or becomes bankrupt or its affairs
are taken over by public authorities, the Trustee may
(i) appoint a successor Sponsor at rates of
compensation not exceeding any maximum prescribed
by the Commission and in an amount deemed
reasonable by the Trustee, (ii) liquidate the Fund and
distribute the proceeds of the sale of Securities held in
the Fund as provided under "Administration of the
Fund - Amendment and Liquidation" or (iii) continue
to act as Trustee in accordance with the Indenture.
TRUSTEE
The Trustee is The Bank of New York, a New York
corporation authorized to do a banking business with
its corporate trust office at 101 Barclay Street, New
York, New York, which is subject to supervision 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.
<PAGE>
Limitations on Liability
The Trustee will not be liable to the Fund or to
Holders of Units for taking any action or refraining
from taking any action in good faith or for errors in
judgment and will not be responsible for depreciation
or loss with respect to the purchase or sale of or the
failure to sell any Securities held by the Fund, nor will
the Trustee be personally liable for any taxes or other
governmental charges imposed on the Fund or the
Securities. The Trustee will not be liable for any
action taken in good faith in reliance on prima facie
properly executed documents. However, the foregoing
limitations (and other exculpatory provisions in the
Indenture relating to the Trustee) will not protect the
Trustee in cases of wilful misfeasance, bad faith, gross
negligence, or reckless disregard of its duties and
obligations under the Indenture.
Resignation and Removal
The Trustee or any successor may resign upon
notice to the Sponsor and may be removed upon the
direction of the Holders of 51% of the Units at any
time. The Trustee may also be removed by the Sponsor
without the consent of Holders if it becomes incapable
of acting, becomes bankrupt or its affairs are taken
over by public authorities. In case of such resignation
or removal, the Sponsor will use its best efforts to
appoint a successor promptly. If no successor Trustee
is appointed within thirty days after notification by or
to the Trustee of its resignation or removal, the
Trustee may apply to a court for the appointment of a
successor. Resignation or removal of the Trustee will
become effective upon appointment of a successor
Trustee.
EVALUATOR
The Evaluator is Kenny S&P Evaluation Services, a
division of Kenny Information Systems, Inc., with main
offices located at 65 Broadway, New York, New York
10006. Kenny Information Systems, Inc. is a wholly
owned subsidiary of J.J. Kenny Co., Inc. which is a
wholly owned subsidiary of McGraw-Hill, Inc.
Limitations on Liability
The Trustee and the Sponsor may rely on any
evaluation furnished by the Evaluator and will have no
responsibility to Holders for its accuracy.
Determinations by the Evaluator under the Indenture
will be made in good faith upon the basis of the best
information available to it. The Evaluator will not be
liable to the Trustee, the Sponsor or the Holders for
errors in judgment except in cases of wilful
misfeasance, bad faith, gross negligence or reckless
disregard of its obligations and duties.
Resignation and Removal
The Evaluator may resign upon notice to the
Sponsor and Trustee, and may be removed at any time
by the Sponsor. Upon such resignation or removal, the
Sponsor will use its best efforts to appoint a successor
promptly. If no successor Evaluator has accepted
appointment within thirty days after notification of
resignation or removal, the Evaluator may apply to a
court for the appointment of a successor. Resignation
or removal of the Evaluator will become effective
upon appointment of a successor Evaluator.
<PAGE>
LEGAL OPINION
The legality of the Units offered hereby has been
passed upon for the Sponsor by Davis Polk &
Wardwell, 450 Lexington Avenue, New York, New
York 10017. Emmet, Marvin & Martin, 120 Broadway,
New York, New York 10271, acts as counsel for the
Trustee.
INDEPENDENT AUDITORS
The Statement of Financial Condition, including the
Portfolio, and the Statements of Operations and
Changes in Net Assets of the Fund set forth in Part A
of this Prospectus have been audited by KPMG Peat
Marwick LLP, independent auditors, to the extent
indicated in their report thereon also included. Such
financial statements have been included herein in
reliance upon such report given on the authority of
such firm as experts in accounting and auditing. <PAGE>
<PAGE>
<TABLE>
THE SMITH BARNEY INC. STRIPPED ("Zero
Coupon")
U.S. TREASURY SECURITIES FUND, SERIES A
PROSPECTUS
Parts A and B of this Prospectus do not contain
all of the information with respect to the Fund set
forth in its registration statements and exhibits relating
thereto which have been filed with the Securities and
Exchange Commission, Washington, D.C. under the
Securities Act of 1933 and the Investment Company
Act of 1940, and to which reference is hereby made.
Index to Parts A and B
<S> <C>
Investment Summary 2
Independent Auditors Report 5
Report of Independent Accountants 6
Statement of Financial Condition7
Statement of Operations and Changes in
Net Assets 8
Portfolio9
Notes to Financial Statements10
Description of the Fund12
Sale and Redemption of Units 15
Taxes 19
Sponsor's Profits21
Expenses and Charges 21
Administration of the Fund 22
Sponsor 26
Trustee26
Evaluator 27
Legal Opinion 28
Independent Auditors 28
Sponsors: Evaluator:Trustee:Independent
Auditors:
Smith Barney Inc. Kenny S&P EvaluationUnited
States Trust KPMG Peat Marwick
Unit Trust Department Services Company of New York
345 Park Avenue
388 Greenwich St. 65 Broadway114 West 47th
Street New York, NY 10154
New York, New York 10013 New York, New York 10006New
York, NY 10036 (212) 758-9700
1(800) 298-UNIT (212) 208-85801(800) 257-2356
No person is authorized to give any information or to make
any representations with respect to this investment company
not contained in this Prospectus, and any information or
representations not contained herein must not be relied upon
as having been authorized. This Prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy,
securities in any state to any person to whom it is not lawful
to make such offer in such state.
</TABLE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
CONTENTS OF REGISTRATION STATEMENT
This Post-Effective Amendment to the Registration
Statement on Form S-6 comprises the following papers
and documents:
- The facing Sheet on Form S-6.
- The Prospectus consisting of 29 pages
- Signatures.
Written consents of the following persons:
- KPMG Peat Marwick LLP (included as
Exhibit 4.1A)
- Coopers & Lybrand, L.L.P. (included as
Exhibit 4.1B)
- Kenny S&P Evaluation Services (included in
Exhibit 4.2)
The following exhibits:
1.1 Restated Certificate of Incorporation of
Smith Barney Inc., as amended August 2,
1993 (incorporated by reference to Exhibit
3(i) to the Registration Statement of Tax
Exempt Securities Trust, Series 377, Reg. No.
33-65332).
1.2 Bylaws of Smith Barney Inc. (incorporated by
reference to Exhibit 3(ii) to the Registration
Statement of Tax Exempt Securities Trust,
Series 327, Reg. No. 33-36037).
4.1A Consent of KPMG Peat Marwick LLP.
4.1B Consent of Coopers & Lybrand L.L.P.
4.2 Consent of Kenny S&P Evaluation Services.
II-1
29
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant, The Smith Barney Inc. Stripped ("Zero Coupon")
U.S. Treasury Securities Fund, Series A (A Unit Investment
Trust), certifies that it meets all of the requirements for
effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this
Registration Statement or Amendment thereto to be signed on its
behalf by the undersigned thereunto duly authorized in the City
of New York and State of New York on the 2nd day of May, 1995.
Signatures appear on page II-3
A majority of the members of the Board of Directors of
Smith Barney Inc. has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of
Attorney authorizing the person signing this Registration
Statement or Amendment to the Registration Statement to do so
on behalf of such members.
II-3
<PAGE>
Smith Barney INC.
Depositor
By the following persons, who constitute a majority of
Powers of Attorney have been filed under
the Board of Directors of Smith Barney Inc.:
the following 1933 Act File
Numbers: 33-56722 and 33-51999
STEVEN D. BLACK
JAMES BOSHART III
ROBERT A. CASE
JAMES DIMON
ROBERT DRUSKIN
ROBERT F. GREENHILL
JEFFREY LANE
ROBERT H. LESSIN
JACK L. RIVKIN
By GINA LEMON
(As authorized signatory for
Smith Barney Inc. and
Attorney-in-fact for the persons listed above)
II-3<PAGE>
<PAGE>
Exhibit 4.1A
CONSENT OF Independent AUDITORS
We consent to the use of our report dated February 17,
1995, on the statement of financial condition of the Smith Barney
Fund of Stripped ("Zero Coupon") U.S. Treasury Securities,
Series A, formerly The Smith Barney Shearson Fund of Stripped
("Zero Coupon") U.S. Treasury Securities, Series A, (comprised
of the 1995 and the 2004 Trust), including the related portfolios,
as of December 31, 1994, and the related statements of
operations and changes in net assets and the selected
supplemental information for the year then ended, included
herein and to the reference to our firm under the heading
"AUDITORS" in the prospectus.
KPMG Peat Marwick LLP
New York, New York
March 14, 1995
Exhibit 4.1B
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this Post-Effective
Amendement No. 9 to the Registration Statement on Forms
S-6 (File No. 33-3762) of our report dated February 24, 1994,
on our examination of the financial statements of The Smith
Barney Shearson Fund of Stripped ("Zero Coupon Coupon")
U.S. Treasury Securities, Series A.
COOPERS & LYBRAND, L.L.P.
New York, New York
May 2, 1995
KENNY S&P EVALUATION SERVICES
A Division of Kenny Information Systems, Inc.
65 Broadway
New York, New York, 10006-2511
Telephone 212/770-4000
Smith Barney Incorporated
388 Greenwich Street
New York, NY 10013
RE: The Smith Barney Fund of Stripped ("Zero Coupon")
U.S. Treasury Securities Fund, Series A
Gentlemen:
We have examined the post-effective Amendment to
the Registration Statement
File No. 33-3762 for the above-captioned trust. We hereby
acknowledge that Kenny S&P Evaluation Services, a division
of Kenny Information Systems, Inc. is currently acting as the
evaluator for the trust. We hereby consent to the use in the
Amendment of the reference to Kenny S&P Evaluation
Services, a division of Kenny Information Systems, Inc. as
evaluator.
In addition, we hereby confirm that the ratings
indicated in the above-referenced Amendment to the
Registration Statement for the respective bonds comprising
the trust portfolio are the ratings currently indicated in our
KENNYBASE database.
You are hereby authorized to file a copy of this letter
with the Securities and Exchange Commission.
Sincerely,
Frank A. Ciccotto
