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May 31, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
Rule 24f-2 Notice for 21st Century Trust
Series 3 File No. 33-45368
Gentlemen:
As sponsor of 21st Century Trust, Series 3, we are submitting the
information required by Rule 24f-2 promulgated under the Investment Company Act
of 1940, as amended. We also enclose our check in payment of the fee
prescribed by subsection (c) and the opinion of counsel specified in subsection
(b)(1)(v) of said Rule.
(i) Fiscal year for which notice is filed: Year ended December 31, 1993
(ii) Number of securities registered other than pursuant to Rule 24f-2 and
remaining unsold at the beginning of the above fiscal year: 0
(iii) Number of securities registered other than pursuant to Rule 24f-2 during
the above fiscal year: 0
(iv) Number of securities sold during the above fiscal year: 53,934
(v) Number of securities sold in reliance upon registration pursuant to Rule
24f-2 during the above fiscal year: 53,934
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(1) Aggregate sales price to the public of securities
sold in reliance upon registration pursuant to
Rule 24f-2: $1,263,134
(2) Less actual aggregate redemption or repurchase
price of securities redeemed or repurchased during
the fiscal year: 0
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(3) Plus actual aggregate redemption or repurchase
price of securities previously applied in filings
pursuant to Section 24(e)(1): 0
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TOTAL $1,263,134
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Amount of filing fee computed at one-twenty-nineth
of one percent (1/29 of 1%) of above total: $435.56
------------
Very truly yours,
UNISON INVESTMENT TRUSTS LTD.
By: Unison Capital Corp., Inc., general partner
By: /S/ STEVEN NOVIK
Steven Novik
Vice President
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BRYAN CAVE
ONE METROPOLITAN SQUARE
211 NORTH BROADWAY, SUITE 3600
ST. LOUIS, MISSOURI 63102-2750
(314) 259-2000
FACSIMILE: (314) 259-2020
Washington, D.C. Irvine, California
Los Angeles, California Santa Monica, California
New York, New York Overland Park, Kansas
Phoenix, Arizona London, England
Kansas City, Missouri Riyadh, Saudi Arabia
Frankfurt Am Main, Germany
May 31, 1994
Edward D. Jones & Co.
201 Progress Parkway
St. Louis, Missouri 63042
Re: 21 Century Trust, Series 3
File No. 33-45368
Gentlemen:
We have served as special counsel for Unison Investment Trusts
Ltd., Sponsor of 21st Century Trust, Series 3, in connection with the
preparation, execution and delivery of a Trust Agreement dated February 20,
1992, as supplemented on March 12, 1992 and a related Standard Terms and
Conditions of Trust (collectively, the "Trust Agreement") relating to such
Trust, pursuant to which the Sponsor has delivered to and deposited with the
Trustee the Securities listed in all schedules marked "Schedule A" to the Trust
Agreement and pursuant to which the Trustee has issued to or on the order of
the Sponsor a certificate or certificates representing an aggregate of 356,706
Units of fractional undivided interest in and ownership of the Trust created
under said Trust Agreement (the "Certificates").
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 the
Certificates evidencing the Units in the Trust, when duly executed and
delivered by the Trustee in accordance with the Trust Agreement, constitute the
valid and binding obligations of the Trust in accordance with the terms of the
Trust Agreement.
Very truly yours,
/S/ BRYAN CAVE
BRYAN CAVE
