File No. 33-60317
CIK #896977
Securities and Exchange Commission
Washington, D.C. 20549-1004
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: Van Kampen American Capital Equity
Opportunity Trust, Series 15
B. Name of Depositor: Van Kampen American Capital Distributors, Inc.
C. Complete address of Depositor's principal executive offices:
One Parkview Plaza
Oakbrook Terrace, Illinois 60181
D. Name and complete address of agents for service:
Chapman and Cutler Van Kampen American Capital
Attention: Mark J. Kneedy Distributors, Inc.
111 West Monroe Street Attention: Don G. Powell, Chairman
Chicago, Illinois 60603 One Parkview Plaza
Oakbrook Terrace, Illinois 60181
E. Title and amount of securities being registered: An indefinite
number of Units of proportionate interest pursuant to Rule 24f-2
under the Investment Company Act of 1940
F. Proposed maximum offering price to the public of the securities
being registered: Indefinite
G. Amount of registration fee: $500 (previously paid)
H. Approximate date of proposed sale to the public:
As Soon As Practicable After the Effective Date of the
Registration Statement
/ X / Check box if it is proposed that this filing will become effective
on July 25, 1995 pursuant to Rule 487.
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
Van Kampen American Capital Equity Opportunity Trust
Series 15
Cross Reference Sheet
Pursuant to Rule 404(c) of Regulation C
under the Securities Act of 1933
(Form N-8B-2 Items Required by Instruction
1 as to Prospectus on Form S-6)
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
I. Organization and General Information
1. (a) Name of trust ) Prospectus Front Cover Page
(b) Title of securities issued ) Prospectus Front Cover Page
2. Name and address of Depositor ) Summary of Essential Financial
) Information
) Trust Administration
3. Name and address of Trustee ) Summary of Essential Financial
) Information
) Trust Administration
4. Name and address of principal ) *
underwriter
5. Organization of trust ) The Trust
6. Execution and termination of ) The Trust
Trust Indenture and Agreement ) Trust Administration
7. Changes of Name ) *
8. Fiscal year ) *
9. Material Litigation ) *
II. General Description of the Trust and
Securities of the Trust
10. General information regarding ) The Trust
trust's securities and ) Federal Taxation
rights of security holders ) Public Offering
) Rights of Unitholders
) Trust Administration
11. Type of securities comprising ) Prospectus Front Cover Page
units ) The Trust
) Trust Portfolio
12. Certain information regarding ) *
periodic payment certificates )
13. (a) Loan, fees, charges and expenses ) Prospectus Front Cover
Page
) Summary of Essential Financial
) Information
) Trust Portfolio
)
) Trust Operating Expenses
) Public Offering
) Rights of Unitholders
(b) Certain information regarding )
periodic payment plan ) *
certificates )
(c) Certain percentages ) Prospectus Front Cover Page
) Summary of Essential Financial
) Information
)
) Public Offering
) Rights of Unitholders
(d) Certain other fees, expenses or ) Trust Operating
Expenses
charges payable by holders ) Rights of Unitholders
(e) Certain profits to be received ) Public Offering
by depositor, principal ) *
underwriter, trustee or any ) Trust Portfolio
affiliated persons )
(f) Ratio of annual charges ) *
to income )
14. Issuance of trust's securities ) Rights of Unitholders
15. Receipt and handling of payments ) *
from purchasers )
16. Acquisition and disposition of ) The Trust
underlying securities ) Rights of Unitholders
) Trust Administration
17. Withdrawal or redemption ) Rights of Unitholders
) Trust Administration
18. (a) Receipt and disposition ) Prospectus Front Cover Page
of income ) Rights of Unitholders
(b) Reinvestment of distributions ) *
(c) Reserves or special funds ) Trust Operating Expenses
) Rights of Unitholders
(d) Schedule of distributions ) *
19. Records, accounts and reports ) Rights of Unitholders
) Trust Administration
20. Certain miscellaneous provisions ) Trust Administration
of Trust Agreement )
21. Loans to security holders ) *
22. Limitations on liability ) Trust Portfolio
) Trust Administration
23. Bonding arrangements ) *
24. Other material provisions of ) *
Trust Indenture Agreement )
III. Organization, Personnel and Affiliated
Persons of Depositor
25. Organization of Depositor ) Trust Administration
26. Fees received by Depositor ) *
27. Business of Depositor ) Trust Administration
28. Certain information as to ) *
officials and affiliated )
persons of Depositor )
29. Companies owning securities ) *
of Depositor )
30. Controlling persons of Depositor ) *
31. Compensation of Officers of ) *
Depositor )
32. Compensation of Directors ) *
33. Compensation to Employees ) *
34. Compensation to other persons ) *
IV. Distribution and Redemption of Securities
35. Distribution of trust's securities ) Public Offering
by states )
36. Suspension of sales of trust's ) *
securities )
37. Revocation of authority to ) *
distribute )
38. (a) Method of distribution )
)
(b) Underwriting agreements ) Public Offering
)
(c) Selling agreements )
39. (a) Organization of principal ) *
underwriter )
(b) N.A.S.D. membership by ) *
principal underwriter )
40. Certain fees received by ) *
principal underwriter )
41. (a) Business of principal ) Trust Administration
underwriter )
(b) Branch offices or principal ) *
underwriter )
(c) Salesmen or principal ) *
underwriter )
42. Ownership of securities of ) *
the trust )
43. Certain brokerage commissions ) *
received by principal underwriter )
44. (a) Method of valuation ) Prospectus Front Cover Page
) Summary of Essential Financial
) Information
) Trust Operating Expenses
) Public Offering
(b) Schedule as to offering ) *
price )
(c) Variation in offering price ) *
to certain persons )
46. (a) Redemption valuation ) Rights of Unitholders
) Trust Administration
(b) Schedule as to redemption ) *
price )
47. Purchase and sale of interests ) Public Offering
in underlying securities ) Trust Administration
V. Information Concerning the Trustee or Custodian
48. Organization and regulation of ) Trust Administration
Trustee )
49. Fees and expenses of Trustee ) Summary of Essential Financial
) Information
) Trust Operating Expenses
50. Trustee's lien ) Trust Operating Expenses
VI. Information Concerning Insurance of Holders of Securities
51. Insurance of holders of trust's ) Cover Page
securities ) Trust Operating Expenses
52. (a) Provisions of trust agreement )
with respect to replacement ) Trust Administration
or elimination portfolio )
securities )
(b) Transactions involving )
elimination of underlying ) *
securities )
(c) Policy regarding substitution )
or elimination of underlying ) Trust Administration
securities )
(d) Fundamental policy not ) *
otherwise covered )
53. Tax Status of trust ) Federal Taxation
VII. Financial and Statistical Information
54. Trust's securities during ) *
last ten years )
55. )
56. Certain information regarding ) *
57. periodic payment certificates )
58. )
59. Financial statements (Instructions ) Report of Independent
Certified
1(c) to Form S-6) ) Public Accountants
) Statement of Condition
______________________________________________
* Inapplicable, omitted, answer negative or not required
W O R L D W I D E S E R I E S 2
UTILITY & TELECOMMUNICATIONS
PORTFOLIO
July 25, 1995
Central Equity Trust
The Fund. Central Equity Trust, Worldwide Series 2, Utility &
Telecommunications Portfolio (the "Central Equity Trust"or "Trust") is a unit
investment trust which comprises Van Kampen American Capital Equity Opportunity
Trust, Series 15 (the "Fund"). The Central Equity Trust offers investors the
opportunity to purchase Units representing proportionate interests in a fixed,
diversified portfolio of euity securities issued primarily by domestic and
foreign electric, gas, water and telecommunications companies, certain of
which are in American Depositary Receipt form ("ADRs"). The Trust also
contains euity securities issued by real estate investment trusts ("REITs").
Unless terminated earlier, the Trust will terminate on July 1, 2002 and any
Securities then held will, within a reasonable time thereafter, be liuidated
or distributed by the Trustee. Any Securities liuidated at termination will be
sold at the then current market value for such Securities; therefore, the
amount distributable in cash to a Unitholder upon termination may be more or
less than the amount such Unitholder paid for his Units.
Objective of the Trust. The objective of the Central Equity Trust is to provide
investors with a simple and convenient way to receive current and increasing
income and the potential for capital appreciation through a diversified
portfolio primarily consisting of utility and telecommunications securities
issued by both domestic and selected foreign companies (certain of which may
be in ADR form) (the "Equity Securities"or "Securities"). See "Portfolio."There
is, of course, no guarantee that the objective of the Trust will be achieved.
Public Offering Price. The Public Offering Price per Unit of the Trust is eual
to the aggregate underlying value of the Equity Securities in the initial
offering period (generally determined by the closing sale prices of listed
Equity Securities and the ask prices of over-the-counter traded Equity
Securities) plus or minus cash, if any, in the Capital and Income Accounts,
divided by the number of Units outstanding, plus a sales charge eual to 4.9%
of the Public Offering Price which is euivalent to 5.152% of the aggregate
value of the Securities. In computing the Public Offering Price, the value of
Securities of foreign issuers is computed on the basis of the offering side
value of the related currency exchange rate expressed in U.S. dollars during
the initial offering period and on the bid side value for secondary market
transactions. During the initial offering period, the sales charge is reduced
on a graduated scale for sales involving at least 2,500 Units. If Units were
available for purchase at the opening of business on the Initial Date of
Deposit, the Public Offering Price per Unit would have been $20.11. During the
secondary market the Public Offering Price per Unit of the Trust is eual to
the aggregate underlying value of the Equity Securities (generally determined
by the closing sale prices of listed Equity Securities and the closing bid
prices of over-the-counter traded Equity Securities) plus or minus cash, if
any, in the Capital and Income Accounts, divided by the number of Units
outstanding, plus a sales charge eual to 4.9% of the Public Offering Price
which is eual to 5.152% of the aggregate value of the Securities. The minimum
purchase is 75 Units. See "Public Offering."
Additional Deposits. The Sponsor may from time to time deposit additional
Securities in the Trust, provided it maintains, as nearly as is practicable,
the original proportionate relationship of the Equity Securities in the Trust's
portfolio. See "The Trust."
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.
Edward D. Jones & Co.
Dividend and Capital Gains Distributions. Distributions of dividends received,
and realized capital gains, if any, received by the Trust will be paid in cash
on the applicable Distribution Date to Unitholders of record on the record
date as set forth in the "Summary of Essential Financial Information."The
initial estimated distribution will be $.07 per Unit and will be made on
September 25, 1995 to Unitholders of record on September 10, 1995. Any
distribution of income and/or capital gains will be net of the expenses of the
Trust. See "Federal Taxation."Additionally, upon termination of the Trust, the
Trustee will distribute, upon surrender of Units for redemption, to each
Unitholder his pro rata share of the Trust's assets, less expenses, in the
manner set forth under "Rights of Unitholders--Distributions of Income and
Capital."
Secondary Market for Units. After the initial offering period, although not
obligated to do so, Edward D. Jones & Co. ("EDJ"or the "Underwriter") intends
to maintain a market for Units of the Trust and offer to repurchase such Units
at prices which are based on the aggregate underlying value of Equity
Securities in the Trust (generally determined by the closing sale prices of
listed Securities and the closing bid prices of over-the-counter traded
Securities) plus or minus cash, if any, in the Capital and Income Accounts of
the Trust. If a secondary market is maintained during the initial offering
period, the prices at which Units will be repurchased will be based upon the
aggregate underlying value of the Equity Securities in the Trust (generally
determined by the closing sale prices of listed Equity Securities and the
closing bid prices of over-the-counter traded Equity Securities) plus or minus
cash, if any, in the Capital and Income Accounts of the Trust. If a secondary
market is not maintained, a Unitholder may redeem Units through redemption at
prices based upon the aggregate underlying value of the Equity Securities in
the Trust (generally determined by the closing sale prices of listed Equity
Securities and the closing bid prices of over-the-counter traded Equity
Securities) plus or minus a pro rata share of cash, if any, in the Capital and
Income Accounts of the Trust. See "Rights of Unitholders--Redemption of Units."
Termination. Commencing on the Mandatory Termination Date Equity Securities
will begin to be sold in connection with the termination of the Trust. The
Sponsor will determine the manner, timing and execution of the sale of the
Equity Securities. Written notice of any termination of the Trust shall be
given by the Trustee to each Unitholder at his address appearing on the
registration books of the Trust maintained by the Trustee. Unitholders will
receive a cash distribution from the sale of the remaining Securities within a
reasonable time after the Trust is terminated. See "Trust
Administration--Amendment or Termination."
Reinvestment Option. Unitholders whose accounts are with the Underwriter and
who own 75 or more Units will be provided the opportunity by the Underwriter
to automatically reinvest their distributions into Units at the aggregate
underlying value of the Equity Securities in the Trust, if Units are available
at the time of reinvestment. See "Rights of Unitholders--Reinvestment Option."
Risk Factors. An investment in the Trust should be made with an understanding
of the risks associated therewith, including, among other factors, the
possible deterioration of either the financial condition of the issuers or the
general condition of domestic or international stock markets, governmental,
political, economic and fiscal policies of foreign countries, small market
capitalization and volatility of certain foreign markets, volatile interest
rates, economic recession, currency exchange fluctuations, foreign tax
withholding, and differences between domestic and foreign legal, auditing,
brokerage and economic standards. The Trust is not actively managed and Equity
Securities will not be sold by the Trust to take advantage of market
fluctuations or changes in anticipated rates of appreciation. Units of the
Trust are not deposits or obligations of, or guaranteed or endorsed by, any
bank and are not generally insured or otherwise protected by the Federal
Deposit Insurance Corporation, the Federal Reserve Board or any other agency
and involve investment risk, including the possible loss of principal. See
"Risk Factors."
<TABLE>
CENTRAL EQUITY TRUST, WORLDWIDE SERIES 2
Summary of Essential Financial Information
At the Close of Business on the Day Before the Initial
Date of Deposit: July 24, 1995
Underwriter: Edward D. Jones & Co.
Sponsor: Van Kampen American Capital Distributors, Inc.
Supervisor: Edward D. Jones & Co.
Evaluator: American Portfolio Evaluation Services
(A division of a subsidiary of the Sponsor)
Trustee: The Bank of New York
<CAPTION>
General Information
<S> <C>
Number of Units ............................................................ 100,000
Fractional Undivided Interest in the Trust per Unit ........................ 1/100,000
Public Offering Price: .....................................................
Aggregate Value of Securities in Portfolio <F1>............................ $ 1,912,844
Aggregate Value of Securities per Unit .................................... $ 19.13
Sales Charge 4.9% (5.152% of the Aggregate Value of Securities per Unit)... $ .98
Public Offering Price per Unit <F2><F3>.................................... $ 20.11
Redemption Price per Unit <F4>.............................................. $ 19.13
Initial Secondary Market Repurchase Price per Unit.......................... $ 19.13
Excess of Public Offering Price per Unit over Redemption Price per Unit .... $ .98
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
Supervisor's Annual Supervisory Fee............. Maximum of $.005 per Unit
Evaluator's Annual Evaluation Fee............... Maximum of $.005 per Unit
Estimated Annual Organizational Expenses per
Unit <F5>...................................... $.0174
Evaluation Time................................. 4:00 P.M. New York time
Mandatory Termination Date...................... July 1, 2002
The Trust may be terminated if the net asset value of the
Trust is less than $500,000 unless the net asset value of
the Trust's deposits has exceeded $15,000,000, then
the Trust may be terminated if the net asset value of the
Minimum Termination Value....................... Trust is less than $3,000,000.
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
Calculation of Estimated Net Annual Dividends per Unit <F6>: ...
Estimated Gross Annual Dividends per Unit...................... $ .83683
Less: Estimated Annual Expense per Unit........................ $ .05216
Estimated Net Annual Dividends per Unit........................ $ .78467
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
Trustee's Annual Fee..................... $.016 per Unit
Income Distribution Record Date.......... Tenth day of March, June, September and December
Income Distribution Date................. Twenty-fifth day of March, June, September and December
Capital Account Record Date.............. Tenth day of December
Capital Account Distribution Date <F7>... Twenty-fifth day of December
<FN>
<F1>Each Equity Security listed on a national securities exchange or the NASDAQ
National Market System is valued at the closing sale price, or if no such
price exists or if the Equity Security is not listed, at the closing asked
price thereof. The aggregate value of Securities of foreign issuers represents
the U.S. dollar value on the basis of the offering side value of the related
currency exchange rates at the Evaluation Time on the date of this "Summary of
Essential Financial Information."
<F2>On the Initial Date of Deposit there will be no cash in the Income or Capital
Accounts. Anyone ordering Units after such date will have included in the
Public Offering Price a pro rata share of any cash in such Accounts. In
connection with Securities issued by foreign issuers, the Public Offering
price per Unit is based on the aggregate value of such Securities computed on
the basis of the offering side value of the related currency exchange rate
expressed in U.S. dollars.
<F3>Effective on each July 28, commencing July 28, 1996, the secondary sales
charge will decrease by .5 of 1% to a minimum sales charge of 1.9%. See
"Public Offering--Offering Price."
<F4>In connection with Securities issued by foreign issuers, the Redemption Price
per Unit is based on the aggregate value of such Securities computed on the
basis of the bid side value of the related currency exchange rate expressed in
U.S. dollars.
<F5>The Trust (and therefore Unitholders) will bear all or a portion of its
organizational costs (including costs of preparing the registration statement,
the trust indenture and other closing documents, registering Units with the
Securities and Exchange Commission and states, the initial audit of the Trust
portfolio and the initial fees and expenses of the Trustee but not including
the expenses incurred in the preparation and printing of brochures and other
advertising materials and any other selling expenses) as is common for mutual
funds. Total organizational expenses will be amortized over a five year
period. See "Trust Operating Expenses"and "Statement of
Condition."Historically, the sponsors of unit investment trusts have paid all
of the costs of establishing such trusts.
<F6>Estimated annual dividends are based on annualizing the most recently paid
dividends or, in the case of certain Securities of foreign issuers, on the
most recent interim and final dividends paid.
<F7>Distributions from the Capital Account will be made on the Income Distribution
Date to Unitholders of record on the corresponding Income Distribution Record
Date if the amount available for distribution euals at least $1.00 per 100
Units.
</TABLE>
THE TRUST
Van Kampen American Capital Equity Opportunity Trust, Series 15 is comprised of
one unit investment trust, Central Equity Trust, Worldwide Series 2, Utility &
Telecommunications Portfolio. The Trust was created under the laws of the
State of New York pursuant to a Trust Indenture and Agreement (the "Trust
Agreement"), dated the date of this Prospectus (the "Initial Date of
Deposit"), among Van Kampen American Capital Distributors, Inc., as Sponsor,
American Portfolio Evaluation Services, a division of a subsidiary of the
Sponsor, as Evaluator, Edward D. Jones & Co., as Supervisor, and The Bank of
New York, as Trustee.
On the Initial Date of Deposit, the Sponsor deposited with the Trustee the
Securities indicated under "Portfolio"herein, including delivery statements
relating to contracts for the purchase of certain such Securities and an
irrevocable letter of credit issued by a financial institution in the amount
reuired for such purchases. Thereafter, the Trustee, in exchange for such
Securities (and contracts) so deposited, delivered to the Sponsor
documentation evidencing the ownership of that number of Units of the Central
Equity Trust indicated in "Summary of Essential Financial Information."Unless
otherwise terminated as provided in the Trust Agreement, the Trust will
terminate on the Mandatory Termination Date, and Securities then held will
within a reasonable time thereafter be liuidated or distributed by the
Trustee.
Additional Units of the Trust may be issued at any time by depositing in the
Trust additional Securities or contracts to purchase securities together with
irrevocable letters of credit or cash. As additional Units are issued by the
Trust as a result of the deposit of additional Securities by the Sponsor, the
aggregate value of the Securities in the Trust will be increased and the
fractional undivided interest in the Trust represented by each Unit will be
decreased. The Sponsor may continue to make additional deposits of Securities
into the Trust, provided that such additional deposits will be in amounts
which will maintain, as nearly as practicable, the original proportionate
relationship of the Securities in the Trust's portfolio based on the number of
shares of each of the Securities. Any deposit by the Sponsor of additional
Securities will duplicate, as nearly as is practicable, this original
proportionate relationship and not the actual proportionate relationship on
the subseuent date of deposit, since the actual proportionate relationship may
be different than the original proportionate relationship. Any such difference
may be due to the sale, redemption or liuidation of any of the Securities
deposited in the Trust on the Initial, or any subseuent, Date of Deposit.
Each Unit of the Trust initially offered represents an undivided interest in
the Trust. To the extent that any Units are redeemed by the Trustee or
additional Units are issued as a result of additional Securities being
deposited by the Sponsor, the fractional undivided interest in the Trust
represented by each unredeemed Unit will increase or decrease accordingly,
although the actual interest in the Trust represented by such fraction will
remain unchanged. Units will remain outstanding until redeemed upon tender to
the Trustee by Unitholders, which may include the Sponsor or the Underwriter,
or until the termination of the Trust Agreement.
OBJECTIVES AND SECURITIES SELECTION
The objectives of the Central Equity Trust are to provide the potential for
capital appreciation and increasing dividend income through a diversified
portfolio, not less than 65% of the total assets of which at the Initial Date
of Deposit shall consist of utility and telecommunications Securities issued
by both foreign and domestic issuers. In addition, the Trust will also contain
euity securities issued by real estate investment trusts ("REITs"). The
portfolio is described under "Trust Portfolio"and "Portfolio"herein. An
investor will be subjected to taxation on the dividend income received from
the Trust and on gains from the sale or liuidation of Securities (see "Federal
Taxation"). Investors should be aware that there is not any guarantee that the
objectives of the Trust will be achieved because they are subject to the
continuing ability of the respective Security issuers to continue to declare
and pay dividends and because the market value of the Securities can be
affected by a variety of factors. Common stocks may be 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. In
addition to the risks generally associated with the ownership of common stock,
there are additional risks associated with ownership of foreign securities and
ADRs, including among others, exchange rate fluctuations, volatile interest
rates and foreign economic conditions. Investors should be aware that there
can be no assurance that the value of the underlying Securities will increase
or that the issuers of the Equity Securities will pay dividends on outstanding
common shares. Any distributions of income will generally depend upon the
declaration of dividends by the issuers of the Securities and the declaration
of any dividends depends upon several factors including the financial
condition of the issuers and general economic conditions.
In selecting particular Equity Securities for the Trust, Edward D. Jones & Co.
considered a number of factors including the extent to which international
utilities will benefit from increasing consumer demand in less developed
countries, historical growth rates and rates of return on capital, financial
condition and resources, management skills, competition, geographic and
industrial diversification and, with respect to electric, gas and water
utilities, certain industry factors such as regulatory environment and energy
sources. The Underwriter also considered the prospective growth in earnings
and dividends in relation to price/earnings ratios, yield and risk.
In selecting the Equity Securities the Underwriter also considered the ability
of the Equity Securities to outpace inflation. While inflation in the United
States is currently relatively low, the United States and other countries have
historically experienced periods of double-digit inflation. While the prices
of euity securities will fluctuate over time, euity securities have
outperformed the rate of inflation and other less risky investments, such as
United States government bonds and United States Treasury bills. Since 1972,
domestic utility stocks have delivered an average annual growth rate of 12.48%
and since 1980 the average annual dividends per share of domestic utility
stocks has grown at an average annual rate of approximately 4.23% (both
as measured by the Standard & Poor's Utilities Index). Past performance
is, however, no guarantee of future results.
The following chart shows the average annual compounded rate of return of
selected asset classes from 1972 through 1994 compared to the rate of
inflation over the same period. Of course, this chart represents past
performance of these investment categories and there is no guarantee of future
results, either of these categories or of the Trust. The Trust also has sales
charges and expenses which are not reflected in the chart.
<TABLE>
<CAPTION>
<S> <C>
U.S. Utility Stocks (Standard & Poor's Utilities Index) 12.48%
Long-term U.S. Government bonds 8.69%
U.S. Treasury bills (short-term) 7.30%
Inflation (Consumer Price Index) 5.89%
0 2 4 6 8 10 12 14 16
Source: Ibbotson Associates and Micropal, Inc.
</TABLE>
As of May 25, 1995, the Standard & Poor's Utilities Index consisted of 48
United States utility stocks: 25 electric company stocks, 14 natural gas
company stocks and 9 telephone company stocks. An investment in the Trust
should be made with an understanding that a significant number of the euities
in the portfolio are not included in the Standard & Poor's Utilities Index.
Furthermore, while the Standard & Poor's Utilities Index includes only United
States issuers, the Trust portfolio also includes a significant number of
foreign issuers. Units are not designed to correlate with this or any other
index, nor are their prices expected to correlate with this or any other index.
Issuers of the Equity Securities included in the Trust are as follows:
American Water Works Company, Inc., Voorhees, New Jersey. American Water Works
is the largest investor-owned water company in the United States, consisting
of 23 companies providing service in 21 states. The company services nearly
1.7 million customers, ranking first in the water industry in assets, revenues
and customers.
Ameritech Corporation, Chicago, Illinois. Ameritech provides local telephone
service to over 18 million access lines in Illinois, Indiana, Michigan, Ohio
and Wisconsin. They also provide cellular and paging service to over one
million customers in eight Midwestern states and Hawaii. In addition, the
company operates businesses in New Zealand, Poland, Norway, Hungary and
Germany.
ASEA AB, Stockholm, Sweden. ASEA AB is a major Swedish holding company which
owns 50% of Asea Brown Boveria, which provides euipment for the generation,
transmission and distribution of electrical power. The company serves
environmental control, mass transit and industrial markets.
Atmos Energy Corporation, Dallas, Texas. Atmos Energy distributes natural gas
to approximately 650,000 residential, commercial and industrial customers in
Texas, Colorado, Kansas, Missouri, Louisiana and Kentucky through four utility
subsidiaries. These subsidiaries are Energas, serving Northwest Texas; West
Kentucky Gas, serving Western and Central Kentucky; Trans Louisiana Gas,
serving Central Louisiana; and Greeley Gas, serving Colorado, Kansas and
Missouri.
Cable & Wireless PLC, London, England. Cable & Wireless PLC is a global
communications company with interests in telephone companies around the world.
It operates in Hong Kong, the United Kingdom, the United States and more than
50 other countries. Revenues are derived principally from public
telecommunications, which include domestic and international telephone
services, facsimile and data transmission, and other telecommunications
services such as leased circuits and telex services, and the sale and rental
of telecommunications euipment manufactured by others.
China Light & Power Ltd., Hong Kong. China Light and Power is one of two Hong
Kong electric utilities. It services 1.7 million customers in Kowloon and the
New Territories of Hong Kong and supplies surplus electricity to Guangdong
Province in China.
Citizens Utilities Company, Stamford, Connecticut. Citizens Utilities is a
diversified service company providing telecommunications, natural gas
transmission and distribution, electric distribution, and water and wastewater
treatment services to 1.4 million customers in 18 of the United States.
Citizens has a significant investment in Centennial Cellular Corporation, a
cellular telephone company, and owns Electric Lightwave, Inc. an alternative
telecommunications service provider.
Consolidated Electric Power Asia, Ltd., Hong Kong. Consolidated Electric Power
Asia, Ltd. is a holding company, whose subsidiaries are engaged in the
development and operation of power station projects, civil construction and
engineering services, project management, lease of construction euipment, and
investment.
Consumers Gas Company Ltd., Toronto, Ontario, Canada. Consumers Gas is a
natural gas distribution company that serves more than 1.2 million customers
in Ontario, Quebec, and Northern New York State. Consumers' largest market is
in the metro-Toronto region, where one-third of the company's customers are
located.
DPL, Inc., Dayton, Ohio. DPL, Inc., a parent company of Dayton Power & Light
Company, supplies electricity to 470,000 retail customers and natural gas to
290,000 customers in a 6,000 suare mile service area in West Central Ohio. DPL
also provides steam service to 200 customers in downtown Dayton for heating
and industrial processing.
Empresa Nacional de Electricidad "ENDESA", Madrid, Spain. ENDESA is the
largest producer of electricity in Spain, accounting for 35% of the nation's
total electrical output. The company utilizes several primary resources: 70%
of 1994 output was from fossil-fuel plants, 27% was from nuclear production,
with the remaining from hydroelectric plants.
Energen Corporation, Birmingham, Alabama. Energen is a diversified natural gas
company, owning utility subsidiary Alagasco and exploration and production
subsidiary Taurus. Alagasco serves more than 445,000 customers. Taurus,
accounted for 16 percent of operating income and 25 percent of assets in 1994.
Enron Corporation, Houston, Texas. Enron is a natural gas company that
transports and markets gas throughout the United States. The company explores
for and produces natural gas liuids, crude oil and refined petroleum products.
FPL Group Inc., Juno Beach, Florida. FPL Group Inc. is the parent of Florida
Power & Light, one of the largest investor-owned electric utilities in the
nation. FPL serves 6.5 million people, or about half of the population of
Florida, in an area covering almost the entire Eastern seaboard of Florida and
the Southern third of the state.
Hong Kong Electric Holdings Ltd., Hong Kong. Hong Electric was formed in 1976
as the holding company of the Hong Kong Electric Co. Ltd. The company is
engaged in the generation and supply of electricity to Hong Kong Island, Al
Lei Chau, and Lamma Island. Hong Kong Electric is also involved in the
property business and is in the midst of adding additional generating
capacity, transmission and distribution facilities.
KN Energy, Inc., Lakewood, Colorado. KN Energy is a fully integrated natural
gas company operating in Colorado, Nebraska, Kansas, Wyoming, Oklahoma and
Texas. The company is engaged in the development, gathering, processing,
storage, transportation and retail distribution of natural gas.
KU Energy Corporation, Lexington, Kentucky. The principal subsidiary of KU
Energy is Kentucky Utilities Company, which provides service to more than
446,000 customers in Central and Western Kentucky, as well as areas of
Southwestern Virginia. In addition, energy-related non-utility activities are
conducted under a separate subsidiary, KU Capital Corp.
MCN Corporation, Detroit, Michigan. MCN Corp. is the state's largest gas
utility and the nation's fifth largest gas distributor. Through its Michigan
Consolidated Gas subsidiary, MCN distributes natural gas to residential,
industrial and commercial customers. MCN is involved in a number of
non-utility businesses such as gas service, storage, technology and computer
operations.
Midlands Electric PLC, Halesowen, West Midlands, England. Midlands Electricity
is a United Kingdom based energy company whose principal activities are the
distribution and supply of electricity to industrial, commercial and domestic
consumers. The electric businesses serve over 2.2 million customers, covering
a 5,000 suare mile area. Midlands is also involved in electrical contracting,
the supply of natural gas and it's retailing.
Mobile Gas Service Corporation, Mobile, Alabama. Mobile Gas serves
approximately 100,000 customers, primarily residential, in Southwest Alabama.
Mobile Gas is also involved in the transportation and marketing of natural
gas, as well as consulting through its wholly-owned subsidiaries MGS Marketing
Service and MGS Energy Service.
National Power PLC, Wiltshire, England. National Power is an electric
generation company serving England and Wales. Ninety percent of its
electricity is generated from coal. National Power also operates commercial
wind farms.
Piedmont Natural Gas Company, Inc., Charlotte, North Carolina. Piedmont
Natural Gas serves over 500,000 residential, commercial and industrial
customers in North Carolina, South Carolina and Tennessee through its utility
and propane services businesses. Among the rapidly growing counties Piedmont
Natural Gas serves are Charlotte and Winston-Salem in North Carolina,
Spartanburg in South Carolina and metropolitan Nashville in Tennessee.
PowerGen PLC, London, England. PowerGen owns and operates 15 power stations in
England and Wales and is one of the world's top ten publicly-uoted electric
companies. The company holds 27% of the total English and Welsh electric
markets.
Royal Dutch Petroleum Company, The Hague, The Netherlands. Royal Dutch is an
integrated petroleum company deriving its income through the exploration and
production of oil and gas (upstream), the refining and marketing of oil and
gas (downstream), chemicals production and coal production.
SBC Communications, Inc., San Antonio, Texas. SBC Communications, formally
Southwestern Bell, provides local telephone service to over 13 million access
lines in Arkansas, Kansas, Missouri, Oklahoma and Texas. The company's
cellular telephone business serves over 3 million customers. SBC has
diversified into telephone network services, personal and portable
communications, and international operations. The company operates in Mexico,
Israel, Australia, the United Kingdom, France and Korea.
Southern Company, Atlanta, Georgia. Southern Company is the parent firm of one
of the nation's largest investor-owned utility groups. Southern Company has
five utilities: Alabama Power, Georgia Power, Gulf Power, Mississippi Power
and Savannah Electric. It supplies energy to customers in most of Alabama,
Georgia, the panhandle of Florida and Southeastern Mississippi.
Southern Electric PLC, Maidenhead, Berkshire, England. Southern Electric, the
largest United Kingdom regional electricity company by market capitalization,
distributes and supplies electricity to over 2.5 million customers in Central
Southern England. Southern Electric also has interests in generation,
electrical retailing, environmental control systems and gas marketing. The
company has power projects dispersed throughout the region in London, the
South East and the Midlands.
Southern Indiana Gas & Electric Company "SIGECO", Evansville, Indiana. SIGECO
is engaged in the generation, transmission, distribution and sale of
electricity in a Southwestern Indiana region of approximately 2,250 suare
miles, with an estimated 222,000 customers. The company provides electricity
to customers in Evansville and 74 communities in adjacent rural areas. The
company also provides natural gas service to Southwestern Indiana.
Telefonica de Argentina S.A., Buenos Aires, Argentina. Telefonica de Argentina
S.A. offers telephone and fixed-linked public telecommunications services. The
company provides local and long distance telephone service to Southern
Argentina (12 provinces), including the Province of Buenos Aires and more than
half of the City of Buenos Aires through its downtown business district.
Union Electric Company, St. Louis, Missouri. Union Electric is a utility
company, primarily engaged in supplying electric service to more than 1.2
million customers in the Midwest United States. The service territory
represents a 25,000 suare mile area in Missouri and Illinois, including
metropolitan St. Louis.
United Dominion Realty Trust, Atlanta, Georgia. United Dominion is an euity
real estate investment trust (REIT) that primarily owns apartments in the
Southeast from the Baltimore/Washington D.C. area to Tampa, Florida. United
Dominion currently owns over 31,269 apartment units and two million suare feet
of shopping centers and other commercial space.
US West, Inc., Englewood, California. US West is a diversified
telecommunications and media company. The company's core business provides
telecommunications services over 14 million telephone lines to customers in 14
states. US West also provides domestic and international cellular telephone
service to over 1.5 million customers.
Weingarten Realty Investors, Houston, Texas. Weingarten Realty Investors is a
real estate investment trust (REIT) engaged in the development, acuisition,
and long-term ownership of community shopping centers from 100,000 to 400,000
suare feet in size. The company owns 165 properties in seven states, mainly in
the Southwestern United States, including 145 shopping centers, 17
office/industrial properties and three multi-family housing complexes.
Welsh Water PLC, Powys, Wales, England. Welsh Water is a holding company whose
principal activities are the provision of water supply and sewerage services.
In addition to these key activities, the company provides a wide range of
engineering and environmental services. The group recently acuired a
pipelaying business and has also begun to diversify internationally through
its consulting and operations activities.
Western Resources, Inc., Topeka, Kansas. Western Resources is a combination
electric and natural gas public utility. It provides electric service to
585,000 customers in Eastern Kansas, and gas service to 637,000 customers in
Kansas and Northern Oklahoma. That service is provided by three operating
divisions: KPL, KG&E and Gas Service.
Investors should note that the above criteria were applied to the Equity
Securities selected for inclusion in the Trust as of the Initial Date of
Deposit. Subseuent to the Initial Date of Deposit, the Securities may no
longer meet such criteria. Should an Equity Security no longer meet such
criteria, such Equity Security will not, simply as a result of such fact, be
removed from the portfolio of the Trust.
Investors should be aware that the Trust is not a "managed"fund and as a
result the adverse financial condition of a company will not result in its
elimination from the portfolio except under extraordinary circumstances (see
"Trust Administration--Portfolio Administration"). In addition, Securities
will not be sold by the Trust to take advantage of market fluctuations or
changes in anticipated rates of appreciation. Investors should note in
particular that the Securities were selected by Edward D. Jones & Co. as of
the date the Securities were purchased by the Trust. The Trust may continue to
purchase or hold Securities originally selected through this process even
though the evaluation of the attractiveness of the Securities may have changed
and, if the evaluation were performed again at that time, the Securities would
not be selected for the Trust.
TRUST PORTFOLIO
The Central Equity Trust consists of several different issues of Equity
Securities, most of which are issued by companies diversified within the
utility and telecommunications industries including common stocks of foreign
issuers, certain of which are ADRs. The Trust also includes euity securities
issued by REITs. All of the Equity Securities are listed on a national
securities exchange, the NASDAQ National Market System or are traded in the
over-the-counter market.
The Trust consists of (a) the Securities listed under "Portfolio"as may
continue to be held from time to time in the Trust, (b) any additional
Securities acuired and held by the Trust pursuant to the provisions of the
Trust Agreement and (c) any cash held in the Income and Capital Accounts.
Neither the Sponsor nor the Trustee shall be liable in any way for any failure
in any of the Securities. However, should any contract for the purchase of any
of the Securities initially deposited hereunder fail, the Sponsor will, unless
substantially all of the moneys held in the Trust to cover such purchase are
reinvested in substitute Securities in accordance with the Trust Agreement,
refund the cash and sales charge attributable to such failed contract to all
Unitholders on the next distribution date.
Because certain of the Equity Securities from time to time may be sold under
certain circumstances described herein, and because the proceeds from such
events will in most cases be distributed to Unitholders and will not be
reinvested, no assurance can be given that the Trust will retain for any
length of time its present size and composition. Although the portfolio is not
managed, the Sponsor may instruct the Trustee to sell Equity Securities under
certain limited circumstances. See "Trust Administration--Portfolio
Administration."Equity Securities, however, will not be sold by the Trust to
take advantage of market fluctuations or changes in anticipated rates of
appreciation or depreciation.
The Underwriter in its general securities business acts as agent or principal
in connection with the purchase and sale of euity securities, including the
Equity Securities in the Trust, and may act as a market maker in certain of the
Equity Securities. The Underwriter also from time to time may issue reports on
and make recommendations relating to euity securities, which may include the
Equity Securities. From time to time, the Underwriter may act as investment
banker or an employee or an affiliate may be a director of a company whose
shares are included among the Equity Securities; nonpublic information
concerning such a company would not be disclosed to the Underwriter or for the
benefit of the Trust under such circumstances.
The Trust contains 35 issues of Securities. On the business day prior to the
Initial Date of Deposit 16.9% of the aggregate market value of the Securities
were issued by entities located in the United Kingdom. Such concentration may
involve more risk than if such Securities were issued by issuers located in
several jurisdictions. On the business day prior to the Initial Date of
Deposit, the aggregate market value of the Securities in the Trust was
$1,912,844.
On the Initial Date of Deposit the diversification of Securities by type and
location of issuer was as follows:
<TABLE>
<CAPTION>
Combination
Gas Electric Gas & Electric Water Telecommunications Other TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
United States 16% 14% 13% 3% 12% 7% 65%
Argentina 1 1
Canada 3 3
China 1 1 2
Hong Kong 3 1 4
Netherlands 3 3
Spain 3 3
Sweden 2 2
United Kingdom 12 2 3 17
Total Foreign 3% 19% 0% 2% 4% 7% 35%
T O T A L 19% 33% 13% 5% 16% 14% 100%
</TABLE>
RISK FACTORS
The Trust will invest in Securities of domestic and foreign companies in the
electric, gas, water, telecommunications and in Securities of REITs. In view
of this, an investment in the Trust should be made with an understanding of
the risks inherent in those industries.
Utilities Industries. The Trust may invest in both domestic and foreign
electric, gas, water and/or telephone company common stock. In the United
States such companies are considered public utilities and are generally
subject to extensive regulation of certain portions of their business by state
utility commissions which, for example, establish and approve the rates that
may be charged for their services and determine the appropriate rate of return
on an approved asset base. Certain public utilities have difficulty from time
to time persuading regulators to grant the rate increases necessary to
maintain an adeuate return on investment and voters in many states have the
ability to impose limits on rate adjustments. There are substantial
differences between the regulatory policies and practices of various
jurisdictions, and any given regulatory agency may make major shifts in policy
from time to time. There is no assurance that regulatory authorities will in
the future grant rate increases or that any such increases will be adeuate to
permit the payment of dividends on common stocks. Additionally, existing and
possible future regulatory legislation may make it even more difficult for
these utilities to obtain adeuate rate relief. Similar regulations and
considerations and the risk inherent with them may exist with respect to
foreign companies in these industries. However, the Sponsor cannot say to what
extent and/or what countries and jurisdictions such regulations may exist.
Domestic and foreign issuers of public utility securities may face other
problems, including difficulty in financing large construction programs and
raising capital during inflationary periods, rising costs of fuels and the
transportation of fossil fuels, uncertainty of transmission service costs,
changes in tax laws which may adversely affect a utility's ability to operate
in a profitable manner, difficulty in estimating future demand for
electricity, gas, water and telephone in certain regions, restrictions on
operations and increased costs and delays attributable to environmental
regulations and the effects of energy conservation. There may also be risks
associated with a particular type of public utility.
In the United States, governmental authorities may from time to time review
existing reuirements and impose additional reuirements governing the
licensing, construction and operation of power plants by electric utilities.
On the other hand, electric companies in general have been favorably affected
by the full or near completion of major construction programs, and many
utility companies have generated cash flows in excess of current operating
expenses and some construction expenditures, permitting some degree of
diversification into unregulated businesses. The Energy Policy Act of 1992
(the "Energy Act") provides for, among other things, the promotion of
competition in the electric utility industry. The Energy Act reforms the
Public Utility Holding Company Act of 1935 by lifting restrictions on
independent producers of electric power who build and operate generating
plants in order to produce power for sale to utilities at competitive rates.
Further, the Energy Act provides that transmission lines will now be made
available to any producer, utility or independent entity who is willing to pay
for the transmission of power. This access makes the utility companies'
traditional customer base more uncertain and could have a significant effect
on the accuracy of, and the ability to make, the long-term demand projections
that are necessary to determine the need for new construction of plants and
for other capital expenditures.
Gas pipeline and distribution companies have had difficulties in adjusting to
short and surplus energy supplies, enforcing or being reuired to comply with
long-term contracts and avoiding litigation from their customers, on the one
hand, or suppliers, on the other. Recent deregulatory efforts by the Federal
Energy Regulatory Commission ("FERC") have resulted in a number of important
changes in the sale, transportation and delivery of natural gas. FERC Orders
have caused pipeline companies to become merely carriers, as opposed to
sellers, of natural gas, which in turn has allowed local distribution
companies ("LDCs") to negotiate purchases directly with producers. These
changes however, have resulted in significant transition costs and increased
competition. For example, LDCs now face the risk of losing major customers who
can fill their reuirements through direct negotiation with producers if the
LDCs fail to provide competitive pricing. Finally, although there has been
deregulation by FERC, state regulators retain the power to scrutinize LDC
performance and rate setting. Certain LDCs may have difficulty adjusting to
the deregulated environment or minimizing the transition costs in connection
therewith and could therefore risk rejection of rate increases to make up for
those costs.
Water companies are subject to federal and state environmental laws and
regulation of water uality. Pending federal and state environmental rules and
regulations may reuire increased expenditures by the public water utilities
and may increase substantially operating costs and capital reuirements for
those companies.
Because certain aspects of telephone company operations are being deregulated,
telephone companies face increasing competitive pressures that reuire the
commitment of substantial capital, technological and marketing resources.
Foreign utilities may face similar concerns and their securities may,
therefore, be subject to similar risks.
Each of the problems referred to above could adversely affect the ability and
the inclination of these public utilities to declare or to pay dividends or to
pay interest and the ability of holders of common stock to realize any value
from the assets of the issuer upon liuidation or bankruptcy. In the United
States, the electric, gas, water and telephone utilities which are issuers of
the Securities have been experiencing or may experience one or more of these
problems in varying degrees. Moreover, price disparities within selected
utility groups and discrepancies in relation to averages and indices have
occurred freuently for reasons not directly related to the general movement of
price levels of utility common stocks. Causes of these disparities and
discrepancies include changes in the overall demand for or supply of various
securities (including the potentially depressing effect of new stock
offerings), and changes in investment objectives, market expectations or cash
reuirements of other purchasers and sellers of securities.
Furthermore, in the United States the Public Utility Holding Company Act of
1935 (the "1935 Act") regulates, among other things, certain acuisitions of
voting securities of electric utility companies and gas utility companies by
anyone who is an "affiliate"of a public utility company (a person or organized
group of persons that directly or indirectly owns, controls or holds with
power to vote 5% or more of the outstanding voting securities of a public
utility company). In addition, the 1935 Act reuires a "holding company"(among
other categories, a company which directly or indirectly owns, controls or
holds with power to vote 10% or more of the outstanding voting securities of a
public utility company or a "holding company") to register as such with the
Securities and Exchange Commission and be otherwise subject to certain
restrictions on the acuisition of securities and other interest in public
utility companies. In order to avoid becoming an "affiliate", the Trust has
adopted an investment restriction that it will not purchase securities of a
public electric or gas company if by reason thereof the Trust would hold 5% or
more of the outstanding voting securities of the issuer. Nevertheless, if the
Trust were considered to be a member of an organized group of persons, the
1935 Act might limit the Trust's acuisitions of the voting securities of
public utility companies by reason of the control by the group of 5% or more
of the voting securities of a public utility company. The Sponsor believes
that even if the Trust is appropriately included in a group, it is unlikely
that the holdings of such group will aggregate to as much as 5% of the voting
securities of any public electric or gas utility company.
To the extent the risks and concerns discussed concerning public utilities
reflect United States regulatory matters specifically, similar types of
concerns may exist with respect to foreign public utilities.
The issuers of utility securities have undertaken in the past and may
undertake in the future various types of reorganization, such as spin-offs,
split-offs, mergers, creation of holding companies and asset sales, in order
to, among other things, avoid or minimize the effects of regulatory
activities. Depending on the circumstances, the Sponsor may direct the Trustee
to either hold or sell the Securities that are distributed or otherwise the
subject of such an event. (See "Trust Administration--Portfolio
Administration"herein). In which case the Trust may contain Securities of
issuers not subject to the types of regulatory risks described above, but
subject instead to more general market risks.
Telecommunications Industries. In addition to the stock of companies in the
utilities industries described above, the Sponsor may deposit securities of
telecommunications companies in the Trust.
Telecommunications is defined as the science and technology of communicating
by electronic means. Companies in the telecommunications industry provide
products or services to facilitate the transmission of voice, data and video
communications electronically, such as global telephone service, wireless
communications services and euipment including cellular telephone, microwave
and satellite communications, paging and other emerging wireless technologies,
electric components and communications euipment, video conferencing,
electronic mail, local and wide area networking, and linkage of data and word
processing systems, publishing and information systems, videotext and
teletext, emerging technologies combining television, telephone and computer
systems and broadcasting over all media. Such entities include traditional
telephone companies, long-distance providers, cellular/wireless
telecommunication companies, cable television providers, telecommunications
euipment manufacturers and satellite communications companies. To some degree,
the deregulation of traditional telephone utilities and the growth of other
telecommunications technologies and companies is blurring the distinction
between these two types of companies.
Two key differences between telecommunications companies, as defined above,
and utilities in the electric, gas, water and traditional telephone industries
are the regulatory environment and competition. In the United States, for
example, local telephone service is currently regulated at the state level on
a return-on-euity basis, much like the electric, gas and water utilities.
However, other companies included in the telecommunications industry are not
regulated in the same manner or are not regulated at all. So far as the
competitive environment is concerned utilities have traditionally enjoyed
monopoly positions in their distinct service areas. To a certain degree,
however, telecommunications companies have broken into areas that had been
controlled by telephone company monopolies, such as providing long distance
service. Additionally, because the telecommunications companies do business in
unregulated areas, they are also subjected to greater competition and the
risks that come with the competition, such as pressures on pricing and
operating margins.
Real Estate Investment Trusts. REITs are financial vehicles that have as their
objective the pooling of capital from a number of investors in order to
participate directly in real estate ownership or financing. REITs are general
fully integrated operating companies that have interests in income-producing
real estate. REITs are differentiated by the types of real estate properties
held and the actual geographic location of properties and fall into two major
categories: euity REITs emphasize direct property investment, holding their
invested assets primarily in the ownership of real estate or other euity
interests, while mortgage REITs concentrate on real estate financing, holding
their assets primarily in mortgages secured by real estate. As of the Initial
Date of Deposit, the Trust contains two issues of euity REITs. REITs obtain
capital funds for investment in underlying real estate assets by selling debt
or euity securities on the public or institutional capital markets or by bank
borrowings. Thus, the returns on common euities of the REITs in which the
Trust invests will be significantly affected by changes in costs of capital
and, particularly in the case of highly "leveraged"REITs, i.e. those with
large amounts of borrowings outstanding, by changes in the level of interest
rates. The objective of an euity REIT is to purchase income-producing real
estate properties in order to generate high levels of cash flow from rental
income and a gradual asset appreciation, and they typically invest in
properties such as office, retail, industrial, hotel and apartment buildings
and health care facilities.
Foreign Issuers. Since certain of the Equity Securities in the Trust may
consist of securities of foreign issuers, an investment in the Trust involves
some investment risks that are different in some respects from an investment
in a trust that invests entirely in securities of domestic issuers. Those
investment risks include future political and governmental restrictions which
might adversely affect the payment or receipt of payment of dividends on the
relevant Equity Securities. In addition, for the foreign issuers that are not
subject to the reporting reuirements 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
reuirements comparable to those applicable to domestic issuers. However, due
to the nature of the issuers of Equity Securities included in the Trust, the
Sponsor believes that adeuate information will be available to allow the
Supervisor to provide portfolio surveillance.
The securities of certain of the foreign issuers in the Trust are in ADR form.
ADRs evidence American Depositary Receipts which represent common stock
deposited with a custodian in a depositary. American Depositary Shares, and
receipts therefor (ADRs), are issued by an American bank or trust company to
evidence ownership of underlying securities issued by a foreign corporation.
These instruments may not necessarily be denominated in the same currency as
the securities into which they may be converted. For purposes of the
discussion herein, the term ADR generally includes American Depositary Shares.
ADRs may be sponsored or unsponsored. In an unsponsored facility, the
depositary initiates and arranges the facility at the reuest of market makers
and acts as agent for the ADR holder, while the company itself is not involved
in the transaction. In a sponsored facility, the issuing company initiates the
facility and agrees to pay certain administrative and shareholder-related
expenses. Sponsored facilities use a single depositary and entail a
contractual relationship between the issuer, the shareholder and the
depositary; unsponsored facilities involve several depositaries with no
contractual relationship to the company. The depositary bank that issues an
ADR generally charges a fee, based on the price of the ADR, upon issuance and
cancellation of the ADR. This fee would be in addition to the brokerage
commissions paid upon the acuisition or surrender of the security. In
addition, the depositary bank incurs expenses in connection with the
conversion of dividends or other cash distributions paid in local currency
into United States dollars and such expenses are deducted from the amount of
the dividend or distribution paid to holders, resulting in a lower payout per
underlying share represented by the ADR than would be the case if the
underlying share were held directly. Certain tax considerations, including tax
rate differentials and withholding reuirements, arising from applications of
the tax laws of one nation to nationals of another and from certain practices
in the ADR market may also exist with respect to certain ADRs. In varying
degrees, any or all of these factors may affect the value of the ADR compared
with the value of the underlying shares in the local market. In addition, the
rights of holders of ADRs may be different than those of holders of the
underlying shares, and the market for ADRs may be less liuid than that for the
underlying shares. ADRs are registered securities pursuant to the Securities
Act of 1933 and may be subject to the reporting reuirements of the Securities
Exchange Act of 1934.
For those Equity Securities that are ADRs, currency fluctuations will affect
the United States dollar euivalent of the local currency price of the
underlying domestic share and, as a result, are likely to affect the value of
the ADRs and conseuently the value of the Equity Securities. The foreign
issuers of securities that are ADRs may pay dividends in foreign currencies
which must be converted into dollars. Most foreign currencies have fluctuated
widely in value against the United States dollar for many reasons, including
supply and demand of the respective currency, the soundness of the world
economy and the strength of the respective economy as compared to the
economies of the United States and other countries. Therefore, for any
securities of issuers (whether or not they are in ADR form) whose earnings are
stated in foreign currencies, or which pay dividends in foreign currencies or
which are traded in foreign currencies, there is a risk that their United
States dollar value will vary with fluctuations in the United States dollar
foreign exchange rates for the relevant currencies.
On the basis of the best information available to the Sponsor at the present
time, none of the Equity Securities are subject to exchange control
restrictions under existing law which would materially interfere with payment
to the Trust of dividends due on, or proceeds from the sale of, the Equity
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 Trust. In addition, the adoption of exchange control
regulations and other legal restrictions could have an adverse impact on the
marketability of international securities in the Trust and on the ability of
the Trust to satisfy its obligation to redeem Units tendered to the Trustee
for redemption.
Exchange Rate. Certain of the Securities may be principally traded in foreign
currencies and as such involve investment risks that are substantially
different from an investment in a fund which invests in securities that are
principally traded in United States dollars. The United States dollar value of
the portfolio (and hence of the Units) and of the distributions from the
portfolio will vary with fluctuations in the United States dollar foreign
exchange rates for the relevant currency. Most foreign currencies have
fluctuated widely in value against the United States dollar for many reasons,
including supply and demand of the respective currency, the rate of inflation
in the respective economies compared to the United States, the impact of
interest rate differentials between different currencies on the movement of
foreign currency rates, the balance of imports and exports of goods and
services, the soundness of the world economy and the strength of the
respective economy as compared to the economies of the United States and other
countries.
The post-World War II international monetary system was, until 1973, dominated
by the Bretton Woods Treaty, which established a system of fixed exchange
rates and the convertibility of the United States dollar into gold through
foreign central banks. Starting in 1971, growing volatility in the foreign
exchange markets caused the United States to abandon gold convertibility and
to effect a small devaluation of the United States dollar. In 1973, the system
of fixed exchange rates between a number of the most important industrial
countries of the world, among them the United States and most western European
countries, was completely abandoned. Subseuently, major industrialized
countries have adopted "floating"exchange rates, under which daily currency
valuations depend on supply and demand in a freely fluctuating international
market. Many smaller or developing countries have continued to "peg"their
currencies to the United States dollar although there has been some interest
in recent years in "pegging"currencies to "baskets"of other currencies or to a
Special Drawing Right administered by the International Monetary Fund.
Currencies are generally traded by leading international commercial banks and
institutional investors (including corporate treasurers, money managers,
pension funds and insurance companies). From time to time, central banks in a
number of countries also are major buyers and sellers of foreign currencies,
mostly for the purpose of preventing or reducing substantial exchange rate
fluctuations.
Exchange rate fluctuations are partly dependent on a number of economic
factors including economic conditions within countries, the impact of actual
and proposed government policies on the value of currencies, interest rate
differentials between the currencies and the balance of imports and exports of
goods and services and transfers of income and capital from one country to
another. These economic factors are influenced primarily by a particular
country's monetary and fiscal policies (although the perceived political
situation in a particular country may have an influence as well--particularly
with respect to transfers of capital). Investor psychology may also be an
important determinant of currency fluctuations in the short run. Moreover,
institutional investors trying to anticipate the future relative strength or
weakness of a particular currency may sometimes exercise considerable
speculative influence on currency exchange rates by purchasing or selling
large amounts of the same currency or currencies. However, over the long term,
the currency of a country with a low rate of inflation and a favorable balance
of trade should increase in value relative to the currency of a country with a
high rate of inflation and deficits in the balance of trade.
The Evaluator will estimate current exchange rates based on activity in the
relevant currency exchange market. However, since these markets may be
volatile and are constantly changing, depending on the activity at any
particular time of the large international commercial banks, various central
banks, large multi-national corporations, speculators and other buyers and
sellers of foreign currencies, and since actual foreign currency transactions
may not be instantly reported, the exchange rates estimated by the Evaluator
may not be indicative of the amount in United States dollars a Trust would
receive had the Trustee sold any particular currency in a market. The foreign
exchange transactions of a Trust will be concluded by the Trustee with foreign
exchange dealers acting as principals on a spot (i.e., cash) buying basis.
Although foreign exchange dealers trade on a net basis, they do realize a
profit based upon the difference between the price at which they are willing
to buy a particular currency (bid price) and the price at which they are
willing to sell the currency (offer price).
The following table sets forth the high and low United States dollar exchange
rates for the past seven years for the currencies in which foreign Securities
in the Trust Portfolio are denominated. Fluctuations in or stability of rates
during the period shown are not necessarily indicative of fluctuations in or
stability of exchange rates over the term of the Trust.
<TABLE>
<CAPTION>
Annual CANADIAN HONG KONG BRITISH
Period DOLLAR DOLLAR POUND
<S> <C> <C> <C> <C> <C> <C>
HIGH LOW HIGH LOW HIGH LOW
1988 1.2990 1.1858 7.9115 7.7690 1.9050 1.6630
1989 1.2102 1.1570 7.8165 7.7750 1.8243 1.5120
1990 1.2068 1.1316 7.8170 7.7400 1.9830 1.5960
1991 1.1645 1.1203 7.8025 7.7155 2.0045 1.6025
1992 1.2887 1.1420 7.7770 7.6966 2.0063 1.4990
1993 1.3446 1.2425 7.7655 7.7215 1.5875 1.4180
1994 1.4065 1.3109 7.7501 7.7225 1.6382 1.4620
</TABLE>
General. 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 Equity Securities or the general
condition of the common stock market may worsen and the value of the Equity
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. 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. Shareholders of common
stocks of the type held by the Trust have a right to receive dividends only
when and if, and in the amounts, declared by the issuer's board of directors
and have a right to participate in amounts available for distribution by the
issuer only after all other claims on the issuer have been paid or provided
for. 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 liuidation or bankruptcy. The value of common stocks is subject to market
fluctuations for as long as the common stocks remain outstanding, and thus the
value of the Equity Securities may be expected to fluctuate over the life of
the Fund to values higher or lower than those prevailing on the Initial Date
of Deposit.
Holders of common stocks incur more risk than holders of preferred stocks and
debt obligations because common stockholders, as owners of the entity, have
generally inferior rights to receive payments from the issuer in comparison
with the rights of creditors of, or holders of debt obligations or preferred
stocks issued by, the issuer. Cumulative preferred stock dividends must be
paid before common stock dividends and any cumulative preferred stock dividend
omitted is added to future dividends payable to the holders of cumulative
preferred stock. Preferred stockholders are also generally entitled to rights
on liuidation which are senior to those of common stockholders.
The principal trading market for certain of the Equity Securities may be in the
over-the-counter market. As a result, the existence of a liuid trading market
for the Equity Securities may depend on whether dealers will make a market in
the Equity Securities. There can be no assurance that a market will be made for
any of the Equity Securities, that any market for the Equity Securities will be
maintained or of the liuidity of the Equity Securities in any markets made. In
addition, the Trust may be restricted under the Investment Company Act of 1940
from selling Equity Securities to the Sponsor. The price at which the Equity
Securities may be sold to meet redemptions, and the value of the Trust, will
be adversely affected if trading markets for the Equity Securities are limited
or absent.
Unitholders will be unable to dispose of any of the Equity Securities in the
portfolio, as such, and will not be able to vote the Equity Securities. As the
holder of the Equity Securities, the Trustee will have the right to vote all of
the voting stocks in the Trust and will vote such stocks in accordance with
the instructions of the Sponsor.
FEDERAL TAXATION
The Trust has elected and intends to ualify on a continuing basis for special
federal income tax treatment as a "regulated investment company"under the
Internal Revenue Code of 1986, as amended (the "Code"). If the Trust so
ualifies and timely distributes to Unitholders 90% or more of its taxable
income (without regard to its net capital gain, i.e., the excess of its net
long-term capital gain over its net short-term capital loss), it will not be
subject to federal income tax on the portion of its taxable income (including
any net capital gain) that it distributes to Unitholders. In addition, to the
extent the Trust timely distributes to Unitholders at least 98% of its taxable
income (including any net capital gain), it will not be subject to the 4%
excise tax on certain undistributed income of "regulated investment
companies."Because the Trust intends to timely distribute its taxable income
(including any net capital gain), it is anticipated that the Trust will not be
subject to federal income tax or the excise tax. Although all or a portion of
the Trust's taxable income (including any net capital gain) for the taxable
year may be distributed to Unitholders shortly after the end of the calendar
year, such a distribution will be treated for federal income tax purposes as
having been received by Unitholders during the calendar year just ended.
Distributions to Unitholders of the Trust's taxable income (other than its net
capital gain) will be taxable as ordinary income to Unitholders. To the extent
that distributions to a Unitholder in any year exceed the Trust's current and
accumulated earnings and profits, they will be treated as a return of capital
and will reduce the Unitholder's basis in his Units and, to the extent that
they exceed his basis, will be treated as a gain from the sale of his Units as
discussed below.
Distributions of the Trust's net capital gain which are properly designated as
capital gain dividends by the Trust will be taxable to Unitholders as
long-term capital gain, regardless of the length of time the Units have been
held by a Unitholder. A Unitholder may recognize a taxable gain or loss if the
Unitholder sells or redeems his Units. Any gain or loss arising from (or
treated as arising from) the sale or redemption of Units will be a capital
gain or loss, except in the case of a dealer or a financial institution. For
taxpayers other than corporations, net capital gains are presently subject to
a maximum stated marginal tax rate of 28%. However, it should be noted that
legislative proposals are introduced from time to time that affect tax rates
and could affect relative differences at which ordinary income and capital
gains are taxed. A capital loss is long-term if the asset is held for more
than one year and short-term if held for one year or less. If a Unitholder
holds Units for six months or less and subseuently sells such Units at a loss,
the loss will be treated as a long-term capital loss to the extent that any
long-term capital gain distribution is made with respect to such Units during
the six-month period or less that the Unitholder owns the Units.
The Revenue Reconciliation Act of 1993 (the "Act") raised tax rates on
ordinary income while capital gains remain subject to a 28% maximum stated
rate for taxpayers other than corporations. Because some or all capital gains
are taxed at a comparatively lower rate under the Act, the Act includes a
provision that recharacterizes capital gains as ordinary income in the case
of certain financial transactions that are "conversion transactions"effective
for transactions entered into after April 30, 1993. Unitholders and
prospective investors should consult with their tax advisers regarding the
potential effect of this provision on their investment in Units.
Distributions which are taxable as ordinary income to Unitholders will
constitute dividends for federal income tax purposes. When Units are held by
corporate Unitholders, Trust distributions may ualify for the 70%
dividends-received deduction, subject to the limitations otherwise applicable
to the availability of the deduction, to the extent the distribution is
attributable to dividends received by the Trust from United States
corporations and is designated by the Trust as being eligible for such
deduction. To the extent dividends received by the 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. The Trust will
provide each Unitholder with information annually concerning what part of
Trust distributions are eligible for the dividends received deduction.
The federal tax status of each year's distributions will be reported to
Unitholders and to the Internal Revenue Service. The foregoing discussion
relates only to the federal income tax status of the Trust and to the tax
treatment of distributions by the Trust to United States Unitholders that are
not United States citizens or residents should be aware that distributions
from the Trust will generally be subject to a withholding tax of 30%, or a
lower treaty rate, and should consult their own tax advisers to determine
whether investment in the Trust is appropriate. Units in the Trust and Trust
distributions may also be subject to state and local taxation and Unitholders
should consult their own tax advisers in this regard.
The Trust may elect to pass through to the Unitholders the foreign income and
similar taxes paid by the Trust in order to enable such Unitholders to take a
credit (or deduction) for foreign income taxes paid by the Trust. If such an
election is made, Unitholders of the Trust, because they are deemed to own a
pro rata portion of the ADRs and foreign securities held by the Trust, must
include in their gross income, for federal income tax purposes, both their
portion of dividends received by the Trust and also their portion of the
amount which the Trust deems to be the Unitholders' portion of foreign income
taxes paid with respect to, or withheld from, dividends, interest or other
income of the Trust from its foreign investments. Unitholders may then
subtract from their federal income tax the amount of such taxes withheld, or
else treat such foreign taxes as deductions from gross income; however, as in
the case of investors receiving income directly from foreign sources, the
above described tax credit or deduction is subject to certain limitations.
Unitholders should consult their tax advisers regarding this election and its
conseuences to them.
Under the Code, certain miscellaneous itemized deductions, such as investment
expenses, tax return preparation fees and employee business expenses, will be
deductible by individuals only to the extent they exceed 2% of adjusted gross
income. Miscellaneous itemized deductions subject to this limitation under
present law do not include expenses incurred by the Trust so long as the Units
are held by or for 500 or more persons at all times during the taxable year.
In the event the Units are held by fewer than 500 persons, additional taxable
income will be realized by the individual (and other noncorporate) Unitholders
in excess of the distributions received by the Trust.
Distributions reinvested into additional Units of the Trust will be taxed to a
Unitholder in the manner described above (i.e., as ordinary income, long-term
capital gain or as a return of capital).
General. Each Unitholder will be reuested to provide the Unitholder's taxpayer
identification number to the Trustee and to certify that the Unitholder has
not been notified that payments to the Unitholder are subject to back-up
withholding. If the proper taxpayer identification number and appropriate
certification are not provided when reuested, distributions by the Trust to
such Unitholder (including amounts received upon the redemption of Units) will
be subject to back-up withholding. Distributions by the Trust will generally
be subject to United States income taxation and withholding in the case of
Units held by non-resident alien individuals, foreign corporations or other
non-United States persons. Such persons should consult their tax advisers.
Unitholders will be notified annually of the amounts of income dividends
includable in the Unitholder's gross income and amounts of Trust expenses
which may be claimed as itemized deductions.
Dividend income and long-term capital gains may also be subject to state and
local taxes. Investors should consult their tax advisers for specific
information on the tax conseuences of particular types of distributions.
Unitholders desiring to purchase Units for tax-deferred plans and IRAs should
consult their broker-dealers for details on establishing such accounts. Units
may also be purchased by persons who already have self-directed plans
established.
TRUST OPERATING EXPENSES
Compensation of Sponsor, Evaluator and Underwriter. The Sponsor will not
receive any fees in connection with its activities relating to the Trust. The
Evaluator shall receive that evaluation fee, payable in any month incurred,
set forth under "Summary of Essential Financial Information"(which is based on
the number of Units outstanding on January 1 of each year for which such
compensation relates except during the initial offering period in which event
the calculation is based on the number of Units outstanding at the end of the
month of such calculation) for regularly evaluating the Trust portfolio. The
Underwriter will receive an annual supervisory fee, payable in monthly
installments, which is not to exceed the amount set forth under "Summary of
Essential Financial Information"(which is based on the number of Units
outstanding on January 1 of each year for which such compensation relates
except during the initial offering period in which event the calculation is
based on the number of the Units outstanding at the end of the month of such
calculation) for providing portfolio supervisory services for the Trust. Such
fee may exceed the actual cost of providing such supervision services for this
Trust, but at no time will the total amount paid to the Underwriter for
providing portfolio supervision services to unit investment trusts for which
Edward D. Jones & Co. is the principal underwriter in any calendar year exceed
the aggregate cost to the Supervisor of supplying such services in such year.
Both of the foregoing fees may be increased without approval of the
Unitholders by amounts not exceeding proportionate increases under the
category "All Services Less Rent of Shelter"in the Consumer Price Index
published by the United States Department of Labor or, if such category is no
longer published, in a comparable category. The Sponsor and the Underwriter
will receive sales commissions and may realize other profits (or losses) in
connection with the sale of Units and the deposit of the Equity Securities as
described under "Public Offering--Sponsor and Underwriter Compensation."
Trustee's Fee. For its services the Trustee will receive the annual per Unit
fee from the Trust set forth under "Summary of Essential Financial
Information"(which amount is based on the number of Units outstanding on
January 1 of each year for which such compensation relates except during the
initial offering period in which event the calculation is based on the number
of Units outstanding at the end of the month of such calculation). The
Trustee's fees are payable in monthly installments on or before the tenth day
of each month from the Income Account to the extent funds are available and
then from the Capital Account. The Trustee benefits to the extent there are
funds for future distributions, payment of expenses and redemptions in the
Capital and Income Accounts since these Accounts are non-interest bearing and
the amounts earned by the Trustee are retained by the Trustee. Part of the
Trustee's compensation for its services to the Trust is expected to result
from the use of these funds. Such fees may be increased without approval of
the Unitholders by amounts not exceeding proportionate increases under the
category "All Services Less Rent of Shelter"in the Consumer Price Index
published by the United States Department of Labor or, if such category is no
longer published, in a comparable category. For a discussion of the services
rendered by the Trustee pursuant to its obligations under the Trust Agreement,
see "Rights of Unitholders--Reports Provided"and "Trust Administration."
Miscellaneous Expenses. Expenses incurred in establishing the Trust, including
the cost of the initial preparation of documents relating to the Trust
(including the Prospectus, Trust Agreement and closing documents), federal and
state registration fees, the initial fees and expenses of the Trustee, legal
and accounting expenses, payment of closing fees and any other out-of-pocket
expenses, will be paid by the Trust and amortized over a five year period. The
following additional charges are or may be incurred by the Trust: (a) normal
expenses (including the cost of mailing reports to Unitholders) incurred in
connection with the operation of the Trust, (b) fees of the Trustee for
extraordinary services, (c) expenses of the Trustee (including legal and
auditing expenses) and of counsel designated by the Sponsor, (d) various
governmental charges, (e) expenses and costs of any action taken by the
Trustee to protect the Trust and the rights and interests of Unitholders, (f)
indemnification of the Trustee for any loss, liability or expenses incurred in
the administration of the Trust without negligence, bad faith or wilful
misconduct on its part and (g) expenditures incurred in contacting Unitholders
upon termination of the Trust.
The fees and expenses set forth herein are payable out of the Trust. When such
fees and expenses are paid by or owing to the Trustee, they are secured by a
lien on the Trust's portfolio. Since the Equity Securities are all common
stocks, and the income stream produced by dividend payments is unpredictable,
the Sponsor cannot provide any assurance that dividends will be sufficient to
meet any or all expenses of the Trust. If the balances in the Income and
Capital Accounts are insufficient to provide for amounts payable by the Trust,
the Trustee has the power to sell Equity Securities to pay such amounts. These
sales may result in capital gains or losses to Unitholders. See "Federal
Taxation."
PUBLIC OFFERING
General. Units are offered at the Public Offering Price (which is based on the
aggregate underlying value of the Equity Securities and includes a sales charge
of 4.9% of the Public Offering Price--which charge is euivalent to 5.152% of
the aggregate underlying value of the Securities). Such underlying value is
based on the aggregate value of Securities of foreign issuers computed on the
basis of the offering side value of the related currency exchange rate
expressed in U.S. dollars as of the Evaluation Time during the initial
offering period and on the bid side value for secondary market transactions.
Such underlying value shall include the proportionate share of any
undistributed cash held in the Capital and Income Accounts. The sales charge
applicable to uantity purchases is, during the initial offering period,
reduced on a graduated basis to any person acuiring 2,500 or more Units as
follows:
<TABLE>
<CAPTION>
Percentage
Aggregate Number of Sales Charge
of Units Purchased Reduction Per Unit
<S> <C>
2,500 - 4,999 0.50%
5,000 - 12,499 1.10
12,500 - 24,999 1.70
25,000 - 49,999 2.30
50,000 or more 3.00
</TABLE>
The sales charge reduction will primarily be the responsibility of the selling
Underwriter, broker, dealer or agent. Units purchased in the name of the
spouse of a purchaser or in the name of a child of such purchaser under 21
years of age will be deemed for the purposes of calculating the applicable
sales charge to be additional purchases by the purchaser. The reduced sales
charges will also be applicable to a trustee or other fiduciary purchasing
securities for one or more trust estate or fiduciary accounts.
The Underwriter intends to permit certain of its partners, officers and
employees and those of its affiliated companies and certain relatives of such
persons to purchase Units of the Trust at the current Public Offering Price
less a $10.00 per 100 Units reduction in the applicable sales charge.
Registered representatives of selling brokers, dealers, or agents may purchase
Units of the Trust at the current Public Offering Price less the dealer's
concession during the initial offering period and for secondary market
transactions.
In addition, Unitholders whose accounts are with the Underwriter and who own
75 or more Units will be provided the opportunity by the Underwriter to
automatically reinvest their distributions into Units at the Public Offering
Price, if Units are available at the time of reinvestment as described herein.
See "Rights of Unitholders--Reinvestment Option,"below.
Offering Price. The Public Offering Price of the Units will vary from the
amounts stated under "Summary of Essential Financial Information"in accordance
with fluctuations in the prices of the underlying Securities in the Trust. The
Public Offering Price per Unit is based on the aggregate value of Securities
of foreign issuers computed on the basis of the offering side or bid side
value of the related currency exchange rate expressed in U.S. dollars during
the initial offering period or secondary market, respectively.
As indicated above, the price of the Units was established by adding to the
determination of the aggregate underlying value of the Securities an amount
eual to 5.152% of such value and dividing the sum so obtained by the number of
Units outstanding. Such underlying value shall include the proportionate share
of any cash held in the Capital Account. This computation produced a gross
underwriting profit eual to 4.9% of the Public Offering Price. Such price
determination as of the close of business on the day before the Initial Date
of Deposit was made on the basis of an evaluation of the Securities in the
Trust prepared by Interactive Data Services, Inc., a firm regularly engaged in
the business of evaluating, uoting or appraising comparable securities. After
the close of business on the day before the Initial Date of Deposit, the
Evaluator will appraise or cause to be appraised daily the value of the
underlying Securities as of the Evaluation Time on days the New York Stock
Exchange is open and will adjust the Public Offering Price of the Units
commensurate with such valuation. Such Public Offering Price will be effective
for all orders received prior to the Evaluation Time on each such day. Orders
received by the Trustee, Sponsor or Underwriter for purchases, sales or
redemptions after that time, or on a day when the New York Stock Exchange is
closed, will be held until the next determination of price. Effective on each
July 28, commencing July 28, 1996, such sales charge will be reduced by .5 of
1% to a minimum sales charge of 1.9%.
The aggregate underlying value of the Equity Securities during the initial
offering period is determined on each business day by the Evaluator in the
following manner: if the Equity Securities are listed on a national securities
exchange or the NASDAQ National Market System, this evaluation is generally
based on the closing sale prices on that exchange or that system (unless it is
determined that these prices are inappropriate as a basis for valuation) or,
if there is no closing sale price on that exchange or system, at the closing
asked prices. If the Equity Securities are not so listed or, if so listed and
the principal market therefore is other than on the exchange, the evaluation
shall generally be based on the closing asked price on the over-the-counter
market (unless it is determined that these prices are inappropriate as a basis
for evaluation). If closing asked prices are unavailable, the evaluation is
generally determined (a) on the basis of closing asked prices for comparable
securities, (b) by appraising the value of the Equity Securities on the asked
side of the market or (c) by any combination of the above. The aggregate
underlying value of the Equity Securities in the secondary market is determined
in the same manner except that closing bid prices are used rather than closing
ask prices when necessary. The value of Securities of foreign issuers during
the initial offering period is based on the aggregate value of such Securities
computed on the basis of the offering side value of the related currency
exchange rate expressed in U.S. dollars.
In offering the Units to the public, neither the Underwriter nor any
broker-dealers are recommending any of the individual Securities in the Trust
but rather the entire pool of Securities, taken as a whole, which are
represented by the Units.
Unit Distribution. During the initial offering period, Units will be
distributed to the public by the Underwriter, at the Public Offering Price.
Upon the completion of the initial offering period, Units repurchased in the
secondary market, if any, may be offered by this Prospectus at the secondary
market Public Offering Price in the manner described above.
To facilitate the handling of transactions, sales of Units shall normally be
limited to transactions involving a minimum of 75 Units. Lower minimum
purchase amounts may be available for certain ualified retirement plans. The
Sponsor reserves the right to reject, in whole or in part, any order for the
purchase of Units and to change the amount of the concession or agency
commission to dealers and others from time to time.
Sponsor and Underwriter Compensation. The Underwriter will receive a gross
sales commission eual to 4.9% of the Public Offering Price of the Units
(euivalent to 5.152% of the net amount invested), less any reduced sales
charge for uantity purchases (as described under "General"above). The Sponsor
will receive from the Underwriter the excess of such gross sales commission
over the Underwriter's discount. The Underwriter will be allowed a discount in
connection with the distribution of Units of 4.0% for 1 to 500,000 Units and
4.1% for purchases of over 500,000 Units. Any uantity discount provided to
investors will be borne by the selling Underwriter, dealer or agent as
indicated under "General"above.
In addition, the Sponsor will realize a profit or will sustain a loss, as the
case may be, as a result of the difference between the price paid for the
Securities by the Sponsor and the cost of such Securities to the Trust on the
Initial Date of Deposit as well as on subseuent deposits. See "Portfolio."The
Sponsor has not participated as sole underwriter or as manager or as a member
of the underwriting syndicates or as an agent in a private placement for any
of the Securities in the Trust portfolio. The Underwriter may further realize
additional profit or loss during the initial offering period as a result of
the possible fluctuations in the market value of the Securities in the Trust
after a date of deposit, since all proceeds received from purchasers of Units
(excluding dealer concessions and agency commissions allowed, if any) will be
retained by the Underwriter.
A person will become the owner of Units on the date of settlement provided
payment has been received. Cash, if any, made available to the Underwriter
prior to the date of settlement for the purchase of Units may be used in the
Underwriter's business and may be deemed to be a benefit to the Underwriter,
subject to the limitations of the Securities Exchange Act of 1934.
As stated under "Public Market"below, the Underwriter intends to maintain a
secondary market for Units of the Trust. In so maintaining a market, the
Underwriter will also realize profits or sustain losses in the amount of any
difference between the price at which Units are purchased and the price at
which Units are resold (which price includes the applicable sales charge). In
addition, the Underwriter will also realize profits or sustain losses
resulting from a redemption of such repurchased Units at a price above or
below the purchase price for such Units, respectively.
Public Market. Although it is not obligated to do so, the Underwriter intends
to maintain a market for the Units offered hereby and offer continuously to
purchase Units at prices, subject to change at any time, based upon the
aggregate underlying value of the Equity Securities in the Trust. The aggregate
underlying value of Securities of foreign issuers is computed on the basis of
the bid side value of the related currency exchange rate (offer side during
the initial offering period) expressed in U.S. dollars. If the supply of Units
exceeds demand or if some other business reason warrants it, the Underwriter
may either discontinue all purchases of Units or discontinue purchases of
Units at such prices. In the event that a market is not maintained for the
Units and the Unitholder cannot find another purchaser, a Unitholder desiring
to dispose of his Units may be able to dispose of such Units only by tendering
them to the Trustee for redemption at the Redemption Price. See "Rights of
Unitholders--Redemption of Units."A Unitholder who wishes to dispose of his
Units should inuire of his broker as to current market prices in order to
determine whether there is in existence any price in excess of the Redemption
Price and, if so, the amount thereof.
Tax-Sheltered Retirement Plans. Units of the Trust are available for purchase
in connection with certain types of tax-sheltered retirement plans, including
Individual Retirement Accounts for the individuals, Simplified Employee
Pension Plans for employees, ualified plans for self-employed individuals, and
ualified corporate pension and profit sharing plans for employees. The
purchase of Units of the Trust may be limited by the plans' provisions and
does not itself establish such plans.
RIGHTS OF UNITHOLDERS
General. A certificate representing 100% of the fractional undivided interest
in and ownership of the Units will be registered in the name or to the order
of the Underwriter on the books of the depository, The Depository Trust
Company ("DTC"or the "Depository"). Accordingly, the Underwriter or its
designee will be the holder of record of the Units.
The Units will be issued in book-entry form only and the Unitholders will not
be entitled to receive physical certificates representing their Units. A
Unitholder's ownership of Units will be recorded on or through the records of
the Underwriter or any other brokerage firm that maintains such Unitholder's
account for such purpose. In turn, the brokerage firm's record ownership of
such Units will be recorded on the records of the Depository (or of a DTC
participating firm that acts as agent for the brokerage firm if a Unitholder's
brokerage firm is not a DTC participant). Therefore, a Unitholder must rely
upon the foregoing procedures to evidence such Unitholder's beneficial
ownership of a Unit. Beneficial ownership of a Unit may only be transferred by
compliance with the procedures of such brokerage firms and DTC participants.
Neither the Trustee nor the Sponsor will have any responsibility or liability
for any aspect of the records relating to or payments made by such brokerage
firms or DTC participants on account of beneficial ownership interests in the
Units or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
DTC, which is a New York-chartered limited purpose trust company, performs
services for its participants, some of whom (and/or whose representatives) own
DTC. In accordance with its normal procedures, DTC is expected to record
separately the positions held by each DTC participant in the Units, whether
held for its own account or as a nominee for another person. The Underwriter
is a DTC participant.
Each distribution from the Income Account and payment upon redemption of a
Unit will be paid to the Depository for the benefit of the record holder of
the Units as shown on the books of the Depository. The Depository will be
responsible for crediting the amount of such payments to the accounts of the
applicable DTC participants in accordance with the Depository's normal
procedures. Each DTC participant will be responsible for disbursing such
payments to the beneficial owners of the Units that it represents and to each
brokerage firm for which it acts as agent. Each such brokerage firm will be
responsible for disbursing funds to the beneficial owners of the Units that it
represents.
If the foregoing book-entry procedures are terminated for any reason,
definitive Certificates will be issued in appropriate amounts as reuested by
the DTC participants holding the Units.
The Trustee is authorized to treat as the record owner of Units that person
who is registered as such owner on the books of the Trustee. Units are
transferable by presentation of transfer instructions to the Trustee
accompanied by such documents executed by the Unitholder or his authorized
attorney and such Unitholder's brokerage firm as the Trustee deems necessary
to establish the authority of the person making such transfer. In certain
instances, the Trustee may reuire additional documents such as, but not
limited to, trust instruments, certificates of death, appointments as executor
or administrator or certificates of corporate authority.
Although no such charge is now made or contemplated, the Trustee may reuire a
Unitholder to pay a reasonable fee for each Unit transferred and to pay any
governmental charge that may be imposed in connection with each such transfer.
Distributions of Income and Capital. Any dividends received by the Trust with
respect to the Equity Securities therein are credited by the Trustee to the
Income Account. Other receipts (e.g., capital gains, proceeds from the sale of
Securities, etc.) are credited to the Capital Account of the Trust. In the
case of Securities of foreign issuers, dividends to be credited to such
accounts are first converted into U.S. dollars at the applicable exchange rate
for the related currency.
The Trustee will distribute any net income received with respect to any of the
Securities in the Trust on or about the Income Distribution Dates to
Unitholders of record on the preceding Income Record Dates. See "Summary of
Essential Financial Information."Proceeds received on the sale of any
Securities in the Trust, to the extent not used to meet redemptions of Units
or pay expenses, will be distributed annually on the Capital Account
Distribution Date to Unitholders of record on the preceding Capital Account
Record Date. Proceeds received from the disposition of any of the Securities
after a record date and prior to the following distribution date will be held
in the Capital Account and not distributed until the next distribution date
applicable to such Capital Account. Proceeds received on the sale of any Equity
Securities in the Trust, to the extent not used to meet redemptions of Units
or pay expenses, will, however, be distributed on the Income Distribution Date
to holders of record on the corresponding Income Distribution Record Date if
the amount available for distribution euals at least $1.00 per 100 Units. The
Trustee is not reuired to pay interest on funds held in the Capital or Income
Accounts (but may itself earn interest thereon and therefore benefits from the
use of such funds).
The distribution to Unitholders as of each record date will be made on the
following distribution date or shortly thereafter and shall consist of each
Unitholder's pro rata share of the cash in the Income Account after deducting
estimated expenses. Because dividends are not received by the Trust at a
constant rate throughout the year, such distributions to Unitholders are
expected to fluctuate from distribution to distribution. Persons who purchase
Units will commence receiving distributions only after such person becomes a
record owner. Notification to the Trustee of the transfer of Units is the
responsibility of the purchaser, but in the normal course of business such
notice is provided by the selling broker-dealer.
As of the tenth day of each month, the Trustee will deduct from the Income
Account and, to the extent funds are not sufficient therein, from the Capital
Account amounts necessary to pay the expenses of the Trust (as determined on
the basis set forth under "Trust Operating Expenses"). The Trustee also may
withdraw from said accounts such amounts, if any, as it deems necessary to
establish a reserve for any governmental charges payable out of the Trust.
Amounts so withdrawn shall not be considered a part of the Trust's assets
until such time as the Trustee shall return all or any part of such amounts to
the appropriate accounts. In addition, the Trustee may withdraw from the
Income and Capital Accounts such amounts as may be necessary to cover
redemptions of Units.
Reinvestment Option. The Underwriter offers to those Unitholders who own 75 or
more Units in an account with the Underwriter the ability to elect to have
each distribution of income and capital gains on such Units automatically
reinvested in additional Units of the Trust at the aggregate underlying value
of the Equity Securities (to the extent Units may be lawfully offered for sale
in the state in which the Unitholder resides). To participate in the
reinvestment plan, a Unitholder must file a written notice of election with
his or her broker at least ten days prior to the Record Date for which the
first distribution is to apply. A Unitholder's election to participate in the
reinvestment plan will apply to all Units of the Trust owned by such
Unitholder and such election will remain in effect until changed by the
Unitholder or until such plan is terminated by the Underwriter. The
Underwriter may suspend or terminate the reinvestment option at any time
without notice.
Under the reinvestment plan, distributions will be used to purchase Units
already held in inventory by the Underwriter or to purchase Units created for
such purpose by the deposit of additional Securities. If the reinvestment
option has been suspended or terminated, which may occur if Units are
unavailable for such purpose, distributions which would otherwise have been
reinvested shall be distributed to the Unitholder on the applicable
Distribution Date.
Purchases of Units made pursuant to the reinvestment plan will be made at the
aggregate underlying value of the Equity Securities as of the Evaluation Time
on the related Income or Capital Distribution Dates. (See "Public
Offering"herein). Under the reinvestment plan, the Underwriter receives the
Unitholder's distribution and purchases for such Unitholder's full and
fractional Units of the Trust. The Unitholder will receive confirmation of
such purchases in the next regular brokerage statement following such
investment.
A participating Unitholder may, at any time prior to five days preceding the
next succeeding Distribution Date, by so notifying the Underwriter in writing,
elect to terminate his or her reinvestment plan and receive future
distributions in cash on applicable Distribution Dates. There will be no
charge or other penalty for such termination.
Reports Provided. The Trustee shall furnish Unitholders in connection with
each distribution a statement of the amount of income and the amount of other
receipts (received since the preceding distribution), if any, being
distributed, expressed in each case as a dollar amount representing the pro
rata share of each Unit outstanding. For as long as the Sponsor deems it to be
in the best interest of the Unitholders, the accounts of the Trust shall be
audited, not less freuently than annually, by independent certified public
accountants, and the report of such accountants shall be furnished by the
Trustee to Unitholders upon reuest. Within a reasonable period of time after
the end of each calendar year, the Trustee shall furnish to each person who at
any time during the calendar year was a registered Unitholder a statement (i)
as to the Income Account: income received, deductions for applicable taxes and
for fees and expenses of the Trust, for redemptions of Units, if any, and the
balance remaining after such distributions and deductions, expressed in each
case both as a total dollar amount and as a dollar amount representing the pro
rata share of each Unit outstanding on the last business day of such calendar
year; (ii) as to the Capital Account: the dates of disposition of any
Securities and the net proceeds received therefrom, deductions for payment of
applicable taxes, fees and expenses of the Trust held for distribution to
Unitholders of record as of a date prior to the determination and the balance
remaining after such distributions and deductions expressed both as a total
dollar amount and as a dollar amount representing the pro rata share of each
Unit outstanding on the last business day of such calendar year; (iii) a list
of the Securities held and the number of Units outstanding on the last
business day of such calendar year; (iv) the Redemption Price per Unit based
upon the last computation thereof made during such calendar year; and (v)
amounts actually distributed during such calendar year from the Income and
Capital Accounts, separately stated, expressed as total dollar amounts.
In order to comply with federal and state tax reporting reuirements,
Unitholders will be furnished, upon reuest to the Trustee, evaluations of the
Securities in the Trust furnished to it by the Evaluator.
Redemption of Units. Reuests for redemption of a Unit at the option of a
Unitholder must first be presented to the Unitholder's brokerage firm. Such
brokerage firm (if such firm is a DTC participant and, if not, through the DTC
participant acting on behalf of such firm) will present such redemption reuest
to DTC and DTC, in turn, will present such reuest to the Trustee for
processing in accordance with the applicable redemption provisions of the
Trust Agreement. The Trustee may reuire a Unitholder and such Unitholder's
brokerage firm to submit additional information or certifications to the
Trustee to evidence compliance with the applicable redemption provisions of
the Trust Agreement. Units will be deemed to be "tendered"to the Trustee when
the Trustee is in physical possession of transfer instructions and such other
documentation as may be reuired by the Trustee to effect the redemption of the
Units. Compliance with the foregoing procedures may result in delays in the
processing of redemption reuests by Unitholders. No redemption fee will be
charged. On the third business day following such tender the Unitholder will
be entitled to receive in cash an amount for each Unit eual to the Redemption
Price per Unit next computed after receipt by the Trustee of such tender of
Units (converted into U.S. dollars as of the Evaluation Time in the case of
foreign Securities). The "date of tender"is deemed to be the date on which
Units are received by the Trustee, except that as regards Units received after
the Evaluation Time the date of tender is the next day on which such Exchange
is open for trading and such Units will be deemed to have been tendered to the
Trustee on such day for redemption at the redemption price computed on that
day.
The Trustee is empowered to sell Securities in order to make funds available
for redemption if funds are not otherwise available in the Capital and Income
Accounts to meet redemptions. The Securities to be sold will be selected by
the Trustee from those designated on a current list provided by the Supervisor
for this purpose. Units so redeemed shall be cancelled.
To the extent that Securities are liuidated or sold, the size of the Trust
will be, and the diversity of the Trust may be, reduced. Sales may be reuired
at a time when Securities would not otherwise be sold and may result in lower
prices than might otherwise be realized. The price received upon redemption
may be more or less than the amount paid by the Unitholder depending on the
value of the Securities in the portfolio at the time of redemption.
The Redemption Price per Unit (as well as the secondary market Public Offering
Price) will be determined on the basis of the aggregate underlying value of
the Equity Securities in the Trust, plus or minus cash, if any, in the Income
and Capital Accounts. On the Initial Date of Deposit, the Public Offering
Price per Unit (which includes the sales charge) exceeded the values at which
Units could have been redeemed by the amounts shown under "Summary of
Essential Financial Information."While the Trustee has the power to determine
the Redemption Price per Unit when Units are tendered for redemption, such
authority has been delegated to the Evaluator which determines the price per
Unit on a daily basis. The Redemption Price per Unit is the pro rata share of
each Unit in the Trust determined on the basis of (i) the cash on hand in the
Trust, (ii) the value of the Securities in the Trust and (iii) dividends
receivable on the Equity Securities trading ex-dividend as of the date of
computation, less (a) amounts representing taxes or other governmental charges
payable out of the Trust and (b) the accrued expenses of the Trust. The
Evaluator may determine the value of the Equity Securities in the Trust in the
following manner: if the Equity Securities are listed on a national securities
exchange or the NASDAQ National Market System, this evaluation is generally
based on the closing sale prices on that exchange or that system (unless it is
determined that these prices are inappropriate as a basis for valuation) or,
if there is no closing sale price on that exchange or system, at the closing
bid prices. If the Equity Securities are not so listed or, if so listed and the
principal market therefor is other than on the exchange, the evaluation shall
generally be based on the closing bid price on the over-the-counter market
(unless these prices are inappropriate as a basis for evaluation). If closing
bid prices are unavailable, the evaluation is generally determined (a) on the
basis of closing bid prices for comparable securities, (b) by appraising the
value of the Equity Securities on the bid side of the market or (c) by any
combination of the above. The value of Securities of foreign issuers in the
secondary market is based on the aggregate value of such Securities computed
on the basis of the bid side value of the related currency exchange rate
expressed in U.S. dollars as of the Evaluation Time.
As stated above, the Trustee may sell Securities to cover redemptions. When
Securities are sold, the size of the Trust will be, and the diversity of the
Trust may be, reduced. Such sales may be reuired at a time when Securities
would not otherwise be sold and might result in lower prices than might
otherwise be realized.
The right of redemption may be suspended and payment postponed for any period
during which the New York Stock Exchange is closed, other than for customary
weekend and holiday closings, or any period during which the Securities and
Exchange Commission determines that trading on that Exchange is restricted or
an emergency exists, as a result of which disposal or evaluation of the
Securities in the Trust is not reasonably practicable, or for such other
periods as the Securities and Exchange Commission may by order permit.
TRUST ADMINISTRATION
Underwriter Purchases of Units. The Trustee shall notify the Underwriter of
any tender of Units for redemption. If the Underwriter's bid in the secondary
market at that time euals or exceeds the Redemption Price per Unit, it may
purchase such Units by notifying the Trustee before the close of business on
the next succeeding business day and by making payment therefor to the
Unitholder not later than the day on which the Units would otherwise have been
redeemed by the Trustee. Units held by the Underwriter may be tendered to the
Trustee for redemption as any other Units.
The offering price of any Units acuired by the Underwriter will be in accord
with the Public Offering Price described in the then currently effective
prospectus describing such Units. Any profit resulting from the resale of such
Units will belong to the Underwriter which likewise will bear any loss
resulting from a lower offering or redemption price subseuent to its
acuisition of such Units.
Portfolio Administration. The portfolio of the Trust is not "managed"by the
Sponsor, Supervisor, Underwriter or the Trustee; their activities described
herein are governed solely by the provisions of the Trust Agreement.
Traditional methods of investment management for a managed fund typically
involve freuent changes in a portfolio of securities on the basis of economic,
financial and market analyses. While the Trust will not be managed, the Trust
Agreement does provide that the Sponsor may (but need not) direct the Trustee
to dispose of an Equity Security (1) upon default in payment of dividends,
after declared, when either are due and payable, (2) if any action or
proceeding has been instituted at law or euity seeking to restrain or enjoin
the payment of dividends on any such Securities, or if there exists any legal
uestion or impediment affecting such Securities or the payment of dividends on
any such Securities, or if there exists any legal uestion or impediment
affecting such Securities or the payment of dividends on the same, (3) if
there has occurred any breach of covenant or warranty in any document relating
to an issuer which would adversely affect either immediately or contingently
the payment of dividends on such Securities, or the general credit standing of
an issuer or otherwise impair the sound investment character of such
Securities, (4) if there has been a default in the payment of interest or
dividends, or the principal or interest or premium, if any, on any other
outstanding obligations of an issuer (which, for purposes of this clause,
shall mean either or both the issuer of the security underlying an ADR and the
depositary for such ADR), (5) if the price of any such Securities has declined
to such an extent or other such market or credit factors exist that in the
opinion of the Sponsor as evidenced in writing to the Trustee, the retention
of such Securities would be detrimental to the Trust and to the interests of
the Unitholders, (6) if all of the Securities will be sold pursuant to
termination of the Trust as provided in the Trust Agreement, (7) if such sale
is reuired due to Units tendered for redemption, (8) upon the occurrence of a
change in the business of an issuer (which, for purposes of this clause, shall
mean either or both the issuer of the security underlying an ADR and the
depositary for such ADR) that would have caused the Sponsor not to include the
securities of such issuer in the portfolio had such circumstances existed
prior to the formation of the Trust or (9) to prevent the Trust from becoming
subject to the provisions of the Public Utility Holding Company Act of 1935
and the rules and regulations promulgated thereunder.
In addition, the Sponsor will instruct the Trustee to dispose of certain
Securities and to take such further action as may be needed from time to time
to ensure that the Trust continues to satisfy the ualifications of a regulated
investment company, including the reuirements with respect to diversification
under Section 851 of the Internal Revenue Code. Pursuant to the Trust
Agreement, the Sponsor is not authorized to direct the reinvestment of the
proceeds of the sale of Securities in replacement securities except in the
event the sale is the direct result of serious adverse credit factors
affecting the issuer of the Security which, in the opinion of the Sponsor,
would make the retention of such Security detrimental to the Trust. If such
factors exist, the Sponsor is authorized, but is not obligated, to direct the
reinvestment of the proceeds of the sale of such Securities in any other
securities which meet the criteria necessary for inclusion in the Trust on the
Initial Date of Deposit (including other Securities already deposited in the
Trust). Pursuant to the Trust Agreement and with limited exceptions, the
Trustee may sell any securities or other properties acuired in exchange for
Equity Securities such as those acuired in connection with a merger or other
transaction. If offered such new or exchanged securities or property, the
Trustee shall reject the offer. However, in the event such securities or
property are nonetheless acuired by the Trust, they may be accepted for
deposit in the Trust and either sold by the Trustee or held in the Trust
pursuant to the direction of the Sponsor (who may rely on the advice of the
Supervisor). Therefore, except as stated under "Trust Portfolio"for failed
securities and as provided in this paragraph, the acuisition by the Trust of
any securities other than the Securities is prohibited. Proceeds from the sale
of Securities (or any securities or other property received by the Trust in
exchange for Equity Securities), unless held for reinvestment as herein
provided, are credited to the Capital Account for distribution to Unitholders
or to meet redemptions.
As indicated under "Rights of Unitholders--Redemption of Units"above, the
Trustee may also sell Securities designated by the Supervisor, or if not so
directed, in its own discretion, for the purpose of redeeming Units of the
Trust tendered for redemption and the payment of expenses.
The Supervisor, in designating Equity Securities to be sold by the Trustee,
will generally make selections in order to maintain, to the extent
practicable, the proportionate relationship among the number of shares of
individual issues of Equity Securities. To the extent this is not practicable,
the composition and diversity of the Equity Securities may be altered. In order
to obtain the best price for the Trust, it may be necessary for the Supervisor
to specify minimum amounts (generally 100 shares) in which blocks of Equity
Securities are to be sold.
Amendment or Termination. The Trust Agreement may be amended by the Trustee
and the Sponsor without the consent of any of the Unitholders (1) to cure any
ambiguity or to correct or supplement any provision thereof which may be
defective or inconsistent, or (2) to make such other provisions as shall not
adversely affect the Unitholders (as determined in good faith by the Sponsor
and the Trustee), provided, however, that the Trust Agreement may not be
amended to increase the number of Units (except as provided in the Trust
Agreement). The Trust Agreement may also be amended in any respect by the
Trustee and Sponsor, or any of the provisions thereof may be waived, with the
consent of the holders of 51% of the Units then outstanding, provided that no
such amendment or waiver will reduce the interest in the Trust of any
Unitholder without the consent of such Unitholder or reduce the percentage of
Units reuired to consent to any such amendment or waiver without the consent
of all Unitholders. The Trustee shall advise the Unitholders of any amendment
promptly after execution thereof.
The Trust may be liuidated at any time by consent of Unitholders representing
66 2/3% of the Central Equity Trust Units then outstanding or by the Trustee
when the value of the Equity Securities owned by the Trust, as shown by any
evaluation, is less than that amount set forth under "Minimum Termination
Value"in the "Summary of Essential Financial Information."The Trust will be
liuidated by the Trustee in the event that a sufficient number of Units not
yet sold are tendered for redemption by the Underwriter or the Sponsor so that
the net worth of the Trust would be reduced to less than 40% of the value of
the Securities at the time they were deposited in the Trust. If the Trust is
liuidated because of the redemption of unsold Units by the Underwriters, the
Sponsor will refund to each purchaser of Units the entire purchase price
(including the sales charge) paid by such purchaser. The Trust Agreement will
terminate upon the sale or other disposition of the last Security held
thereunder, but in no event will it continue beyond the Mandatory Termination
Date stated under "Summary of Essential Financial Information."
Commencing on the Mandatory Termination Date, Equity Securities will begin to
be sold in connection with the termination of the Trust. The Sponsor will
determine the manner, timing and execution of the sales of the Equity
Securities. The Trustee will deduct from the funds of the Trust any accrued
costs, expenses, advances or indemnities provided by the Trust Agreement,
including estimated compensation of the Trustee, costs of liuidation and any
amounts reuired as a reserve to provide for payment of any applicable taxes or
other governmental charges. Any sale of Equity Securities in the Trust upon
termination may result in a lower amount than might otherwise be realized if
such sale were not reuired at such time. The Trustee will then distribute to
each Unitholder his pro rata share of the balance of the Income and Capital
Accounts.
Within 60 days of the final distribution Unitholders will be furnished a final
distribution statement, in substantially the same form as the annual
distribution statement, of the amount distributable. At such time as the
Trustee in its sole discretion will determine that any amounts held in reserve
are no longer necessary, it will make distribution thereof to Unitholders in
the same manner.
Limitations on Liabilities. The Sponsor, the Evaluator, the Supervisor, the
Underwriter and the Trustee shall be under no liability to Unitholders for
taking any action or for refraining from taking any action in good faith
pursuant to the Trust Agreement, or for errors in judgment, but shall be
liable only for their own wilful misfeasance, bad faith or gross negligence in
the performance of their duties or by reason of their reckless disregard of
their obligations and duties hereunder. The Trustee shall not be liable for
depreciation or loss incurred by reason of the sale by the Trustee of any of
the Securities. In the event of the failure of the Sponsor to act under the
Trust Agreement, the Trustee may act thereunder and shall not be liable for
any action taken by it in good faith under the Trust Agreement.
The Trustee shall not be liable for any taxes or other governmental charges
imposed upon or in respect of the Securities or upon the interest thereon or
upon it as Trustee under the Trust Agreement or upon or in respect of the
Trust which the Trustee may be reuired to pay under any present or future law
of the United States of America or of any other taxing authority having
jurisdiction. In addition, the Trust Agreement contains other customary
provisions limiting the liability of the Trustee.
The Trustee, Sponsor, Supervisor, Underwriter and Unitholders may rely on any
evaluation furnished by the Evaluator and shall have no responsibility for the
accuracy thereof. Determinations by the Evaluator under the Trust Agreement
shall be made in good faith upon the basis of the best information available
to it, provided, however, that the Evaluator shall be under no liability to
the Trustee, Sponsor or Unitholders for errors in judgment. This provision
shall not protect the Evaluator in any case of willful misfeasance, bad faith,
gross negligence or reckless disregard of its obligations and duties.
Underwriter. EDJ is the Underwriter for the Units. EDJ is a Missouri limited
partnership formed on May 23, 1969. EDJ's principal office is located at 12555
Manchester Road, St. Louis, Missouri, 63131. EDJ is a member of the New York
Stock Exchange, as well as other securities exchanges and the National
Association of Securities Dealers, Inc. EDJ is engaged in the securities
brokerage business as well as underwriting and distributing new issues and
acting as a dealer in unlisted securities and municipal bonds. EDJ purchases
the Units on the date they are issued by the Trust and is entitled to the
benefits thereof, as well as subjected to the risks inherent therein.
Units may also be sold by the Underwriter to dealers who are members of the
National Association of Securities Dealers, Inc. Such dealers, if any, may be
allowed a concession or agency commission by the Underwriter. However, resales
of Units by such dealers to the public will be made at the Public Offering
Price described in the Prospectus. The Underwriter reserves the right to
reject, in whole or in part, any order for the purchase of Units and the
Underwriter reserves the right to change the amount of the concession to
dealers from time to time.
Sponsor. Van Kampen American Capital Distributors, Inc., a Delaware
corporation, is the Sponsor of the Trust. Van Kampen American Capital
Distributors, Inc. is primarily owned by Clayton, Dubilier & Rice, Inc., a New
York-based private investment firm. Van Kampen American Capital Distributors,
Inc. management owns a significant minority euity position. Effective December
20, 1994, the parent of Van Kampen Merritt Inc. acuired American Capital
Management & Research, Inc. As a result, Van Kampen Merritt Inc., has changed
its name to Van Kampen American Capital Distributors, Inc. Van Kampen American
Capital Distributors, Inc. specializes in the underwriting and distribution of
unit investment trusts and mutual funds. The Sponsor is a member of the
National Association of Securities Dealers, Inc. and has offices at One
Parkview Plaza, Oakbrook Terrace, Illinois 60181, (708) 684-6000 and 2800 Post
Oak Boulevard, Houston, Texas, 77056, (713) 993-0500. It maintains a branch
office in Philadelphia and has regional representatives in Atlanta, Dallas,
Los Angeles, New York, San Francisco, Seattle and Tampa.
As of March 31, 1995, the Sponsor and its affiliates managed or supervised
approximately $51.7 billion of investment products, of which over $24.7
billion is invested in municipal securities. The Sponsor and its affiliates
managed $38.9 billion of assets, consisting of $20.3 billion for 42 open end
mutual funds, $9.4 billion for 38 closed-end funds and $5.6 billion for 82
institutional accounts. The Sponsor has also deposited approximately $26
billion of unit investment trusts. Based on cumulative assets deposited, the
Sponsor believes that it is the largest sponsor of insured municipal unit
investment trusts, primarily through the success of its Insured Municipals
Income Trust(R)or the IM-IT(R) trust. The Sponsor also provides surveillance
and evaluation services at cost for approximately $13 billion of unit
investment trust assets outstanding. Since 1976, the Sponsor has serviced over
one million retail investor accounts, opened through retail distribution
firms.
If the Sponsor shall fail to perform any of its duties under the Trust
Agreement or become incapable of acting or become bankrupt or its affairs are
taken over by public authorities, then the Trustee may (i) appoint a successor
Sponsor at rates of compensation deemed by the Trustee to be reasonable and
not exceeding amounts prescribed by the Securities and Exchange Commission,
(ii) terminate the Trust Agreement and liuidate the Fund as provided therein
or (iii) continue to act as Trustee without terminating the Trust Agreement.
Trustee. The Trustee is The Bank of New York, a trust company organized under
the laws of New York. The Bank of New York has its offices at 101 Barclay
Street, New York, New York 10286 (800) 221-7668. The Bank of New York is
subject to supervision and examination by the Superintendent of Banks of the
State of New York and the Board of Governors of the Federal Reserve System,
and its deposits are insured by the Federal Deposit Insurance Corporation to
the extent permitted by law.
The duties of the Trustee are primarily ministerial in nature. It did not
participate in the selection of Securities for the Trust portfolio. The
Trustee may engage custodians to act as its agents to effectuate certain of
its responsibilities with respect to foreign Securities, including the holding
and disposition of Securities in foreign markets and effecting currency
exchanges.
In accordance with the Trust Agreement, the Trustee shall keep proper books of
record and account of all transactions at its office for the Trust. Such
records shall include the name and address of, and the number of Units of the
Trust held by, every Unitholder of the Fund. Such books and records shall be
open to inspection by any Unitholder at all reasonable times during the usual
business hours. The Trustee shall make such annual or other reports as may
from time to time be reuired under any applicable state or federal statute,
rule or regulation (see "Rights of Unitholders--Reports Provided"). The
Trustee is reuired to keep a certified copy or duplicate original of the Trust
Agreement on file in its office available for inspection at all reasonable
times during the usual business hours by any Unitholder, together with a
current list of the Securities held in the Trust.
Under the Trust Agreement, the Trustee or any successor trustee may resign and
be discharged of its responsibilities created by the Trust Agreement by
executing an instrument in writing and filing the same with the Sponsor. The
Trustee or successor trustee must mail a copy of the notice of resignation to
all Unitholders then of record, not less than 60 days before the date
specified in such notice when such resignation is to take effect. The Sponsor
upon receiving notice of such resignation is obligated to appoint a successor
trustee promptly. If, upon such resignation, no successor trustee has been
appointed and has accepted the appointment within 30 days after notification,
the retiring Trustee may apply to a court of competent jurisdiction for the
appointment of a successor. The Sponsor may remove the Trustee and appoint a
successor trustee as provided in the Trust Agreement at any time with or
without cause. Notice of such removal and appointment shall be mailed to each
Unitholder by the Sponsor. Upon execution of a written acceptance of such
appointment by such successor trustee, all the rights, powers, duties and
obligations of the original trustee shall vest in the successor. The
resignation or removal of a Trustee becomes effective only when the successor
trustee accepts its appointment as such or when a court of competent
jurisdiction appoints a successor trustee.
Any corporation into which a Trustee may be merged or with which it may be
consolidated, or any corporation resulting from any merger or consolidation to
which a Trustee shall be a party, shall be the successor trustee. The Trustee
must be a banking corporation organized under the laws of the United States or
any state and having at all times an aggregate capital, surplus and undivided
profits of not less than $5,000,000.
OTHER MATTERS
Legal Opinions. The legality of the Units offered hereby has been passed upon
by Chapman and Cutler, 111 West Monroe Street, Chicago, Illinois 60603, as
counsel for the Sponsor. Tanner Propp & Farber has acted as counsel for the
Trustee.
Independent Certified Public Accountants. The statement of condition and the
related securities portfolio at the Initial Date of Deposit included in this
Prospectus have been audited by Grant Thornton LLP, independent certified
public accountants, as set forth in their report in this Prospectus, and are
included herein in reliance upon the authority of said firm as experts in
accounting and auditing.
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors of Van Kampen American Capital Distributors, Inc.
and the Unitholders of Van Kampen American Capital Equity Opportunity Trust,
Series 15 (Central Equity Trust, Worldwide Series 2, Utility &
Telecommunications Portfolio):
We have audited the accompanying statement of condition and the related
portfolio of Central Equity Trust, Worldwide Series 2 (Van Kampen American
Capital Equity Opportunity Trust, Series 15) as of July 25, 1995. The statement
of condition and portfolio are the responsibility of the Sponsor. Our
responsibility is to express an opinion on such financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards reuire that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of irrevocable letters of credit deposited to
purchase securities by correspondence with the Trustee. An audit also includes
assessing the accounting principles used and significant estimates made by the
Sponsor, as well as evaluating the overall financial statement presentation.
We believe our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Central Equity Trust,
Worldwide Series 2 (Van Kampen American Capital Equity Opportunity Trust,
Series 15) as of July 25, 1995, in conformity with generally accepted
accounting principles.
GRANT THORNTON LLP
Chicago, Illinois
July 25, 1995
<TABLE>
CENTRAL EQUITY TRUST, WORLDWIDE SERIES 2
STATEMENT OF CONDITION
As of July 25, 1995
<CAPTION>
Investment in Securities:
<S> <C>
Contracts to purchase securities <F1>....... $ 1,912,844
Organizational costs <F2>................... 86,997
............................................ $ 1,999,841
Liability and Interest of Unitholders:
Liability--.................................
Accrued organizational costs <F2>........... $ 86,997
Interest of Unitholders--...................
Cost to investors <F3> ..................... 2,011,000
Less: Gross underwriting commission <F3> ... 98,156
Net interest to Unitholders <F3>............ 1,912,844
Total....................................... $ 1,999,841
<FN>
<F1>The aggregate value of the Securities listed under "Portfolio"herein and their
cost to the Trust are the same. The value of the Securities is determined by
Interactive Data Services, Inc. on the bases set forth under "Public
Offering--Offering Price."The contracts to purchase Securities are
collateralized by an irrevocable letter of credit $1,912,844 which has been
deposited with the Trustee.
<F2>The Trust will bear all or a portion of its organizational costs, which will
be deferred and amortized over five years. Organizational costs have been
estimated based on a projected trust size of $20,000,000. To the extent the
Trust is larger or smaller, the estimate will vary.
<F3>The aggregate public offering price and the aggregate sales charge of 4.9% are
computed on the bases set forth under "Public Offering--Offering Price"and
"Public Offering--Sponsor and Underwriting Compensation"and assume all single
transactions involve less than 2,500 Units. For single transactions involving
2,500 or more Units, the sales charge is reduced (see "Public
Offering--General") resulting in an eual reduction in both the Cost to
investors and the Gross underwriting commission while the Net interest to
Unitholders remains unchanged.
</TABLE>
CENTRAL EQUITY TRUST, WORLDWIDE SERIES 2
PORTFOLIO (VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST SERIES 15)
As of the Initial Date of Deposit: July 25, 1995
<TABLE>
<CAPTION>
Estimated
Annual Cost of
Number Market Value Dividends Securities
of Shares Name of Issuer<F1> per Share<F2> per Share<F2> to Trust<F2>
<S> <C> <C> <C> <C> <C>
1,843 American Water Works Company, Inc........... $ 31.625 $ 1.28 $ 58,284
1,363 Ameritech Corporation....................... 48.625 2.00 66,275
+ ** 539 ASEA AB..................................... 87.000 1.32 46,892
2,915 Atmos Energy Corporation.................... 19.875 0.92 57,936
+ ** 2,307 Cable & Wireless PLC........................ 20.250 0.42 46,717
+ 3,764 China Light & Power Ltd..................... 5.145 0.15 19,365
3,200 Citizens Utilities Company.................. 11.625 0.00 37,200
3 7,400
** Consolidated Electric Power Asia, Ltd....... 2.301 0.02 17,107
3 4,525 Consumers Gas Company Ltd................... 12.427 0.63 56,363
2,972 DPL, Inc.................................... 22.375 1.24 66,499
1,299 Empresa Nacional de Electricidad "ENDESA"... 52.000 0.92 67,548
+ ** 2,148 Energen Corporation......................... 21.875 1.12 46,988
850 Enron Corporation........................... 35.875 0.80 30,494
1,735 FPL Group Inc............................... 38.125 1.76 66,147
+ 14,055 Hong Kong Electric Holdings Ltd............. 3.413 0.13 47,964
1,500 KN Energy, Inc.............................. 24.625 1.00 36,938
2,447 KU Energy Corporation....................... 26.750 1.68 65,457
3,180 MCN Corporation............................. 19.000 0.89 60,420
+ ** 2,689 Midlands Electric PLC....................... 25.078 0.83 67,434
3,058 Mobile Gas Service Corporation.............. 21.063 1.08 64,409
+ ** 1,679 National Power PLC.......................... 31.250 0.86 52,469
3,267 Piedmont Natural Gas Company, Inc........... 20.125 1.10 65,748
+ ** 1,199 PowerGen PLC................................ 35.250 0.90 42,265
+ ** 459 Royal Dutch Petroleum Company............... 126.125 4.50 57,891
1,370 SBC Communications, Inc..................... 48.375 1.65 66,274
+ ** 2,596 Southern Company............................ 22.250 1.22 57,761
3,023 Southern Electric PLC....................... 22.250 0.82 67,262
2,200 Southern Indiana Gas & Electric Company..... 30.375 1.69 66,825
+ 658 Telefonica de Argentina..................... 28.375 0.99 18,671
1,837 Union Electric Company...................... 36.000 2.44 66,132
5,200 United Dominion Realty Trust................ 14.000 0.90 72,800
1,550 US West, Inc................................ 43.500 2.14 67,425
2,000 Weingarten Realty Investors................. 36.125 2.40 72,250
3 4,193
** Welsh Water PLC............................. 11.133 0.42 46,961
2,180 Western Resources, Inc...................... 30.125 2.02 65,673
97,200 ............................................ $ 1,912,844
</TABLE>
NOTES TO PORTFOLIO
(1)All of the Securities are represented by "regular way"contracts for the
performance of which an irrevocable letter of credit has been deposited with
the Trustee. At the Initial Date of Deposit, Securities may have been
delivered to the Sponsor pursuant to certain of these contracts; the Sponsor
has assigned to the Trustee all of its right, title and interest in and to
such Securities. Contracts to acuire Securities were entered into on July 21,
1995 and July 24, 1995 and are expected to settle on July 25, 1995,
July 27, 1995, July 28, 1995 and July 31, 1995 (see "The Trust").
(2) The market value of each of the Securities is based on the closing sale
price of each listed Security and the asked price of each over-the-counter
traded Security on the day prior to the Initial Date of Deposit (converted
into U.S. dollars at the offer side of the related exchange rate at the
Evaluation Time in the case of foreign Securities). Estimated annual dividends
are based on annualizing the most recently paid dividends (converted into U.S.
dollars at the offer side of the related exchange rate at the Evaluation Time
in the case of foreign Securities). Other information regarding the Securities
in the Trust, as of the Initial Date of Deposit, is as follows: (a) cost of
the Securities to the Underwriter--$1,919,921; (b) profit(loss) to
Underwriter--$7,077; and (c) estimated aggregate annual dividends--$83,683.
(3)A Security marked by "+"indicates an American Depositary Receipt.
(4)"**"Indicates that the dividends shown reflect the net amounts after giving
effect to foreign withholding taxes.
(5)A Security marked by "3"indicates an euity security listed on a foreign
securities exchange.
No person is authorized to give any information or to make any representations
not contained in this Prospectus; and any information or representation not
contained herein must not be relied upon as having been authorized by the
Trust or the Sponsor. 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>
<CAPTION>
Title Page
<S> <C>
Summary of Essential Financial
Information 3
The Trust 5
Objectives and Securities Selection 5
Trust Portfolio 7
Risk Factors 9
Federal Taxation 15
Trust Operating Expenses 17
Public Offering 19
Rights of Unitholders 22
Trust Administration 26
Other Matters 30
Report of Independent Certified Public
Accountants 31
Statement of Condition 32
Portfolio 33
Notes to Portfolio 33
</TABLE>
TABLE OF CONTENTS
This Prospectus contains information concerning the Trust and the Sponsor, but
does not contain all of the information set forth in the registration
statements and exhibits relating thereto, which the Trust has 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.
PROSPECTUS
July 25, 1995
Central Equity Trust
W O R L D W I D E S E R I E S 2
UTILITY & TELECOMMUNICATIONS
PORTFOLIO
Van Kampen American Capital
Equity Opportunity Trust, Series 15
Edward D. Jones & Co.
12555 Manchester Road
St. Louis, Missouri 63131
Please retain this Prospectus for future reference.
This Amendment of Registration Statement comprises the following
papers and documents:
The facing sheet
The Cross-Reference Sheet
The Prospectus
The signatures
The consents of independent public accountants and legal counsel
The following exhibits:
1.1 Copy of Trust Agreement.
3.1 Opinion and consent of counsel as to legality of securities being
registered.
4.1 Consent of Interactive Data Services, Inc.
4.2 Consent of Independent Certified Public Acountants.
4.3 Financial Data Schedule.
Signatures
The Registrant, Van Kampen American Capital Equity Opportunity
Trust, Series 15, hereby identifies Van Kampen Merritt Equity Opportunity
Trust, Series 4, Van Kampen Merritt Utility Income Trust, Series 1 and
Van Kampen American Capital Equity Opportunity Trust, Series 14 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, Van Kampen American Capital Equity Opportunity Trust, Series
15 has duly caused this Amendment to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Chicago and State of Illinois on the 25th day of July, 1995.
Van Kampen American Capital Equity
Opportunity Trust, Series 15
By Van Kampen American Capital
Distributors, Inc.
By Sandra A. Waterworth
Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by the
following persons in the capacities indicated and on July 25, 1995.
Signature Title
Don G. Powell Chairman and Chief Executive )
Officer )
William R. Rybak Senior Vice President and )
Chief Financial Officer )
Ronald A. Nyberg Director )
William R. Molinari Director )
Sandra A. Waterworth
(Attorney-in-fact*)
*An executed copy of each of the related powers of attorney was filed
with the Securities and Exchange Commission in connection with the
Registration Statement on Form S-6 of Insured Municipals Income Trust and
Investors' Quality Tax-Exempt Trust, Multi-Series 203 (File No. 33-65744)
and with the Registration Statement on Form S-6 of Insured Municipals
Income Trust, 170th Insured Multi-Series (File No. 33-55891) and the same
are hereby incorporated herein by this reference.
Exhibit 1.1
--
Van Kampen American Capital Equity Opportunity Trust
Series 15
Trust Agreement
Dated: July 25, 1995
This Trust Agreement among Van Kampen American Capital Distributors,
Inc., as Depositor, American Portfolio Evaluation Services, a division of
Van Kampen American Capital Investment Advisory Corp., as Evaluator,
Edward D. Jones & Company, as Supervisory Servicer, and The Bank of New
York, as Trustee, sets forth certain provisions in full and incorporates
other provisions by reference to the document entitled "Van Kampen
Merritt Equity Opportunity Trust, Series 1 and Subsequent Series,
Standard Terms and Conditions of Trust, Effective November 21, 1991"
(herein called the "Standard Terms and Conditions of Trust") and such
provisions as are set forth in full 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, Evaluator, Supervisory Servicer and Trustee
agree as follows:
Part I
Standard Terms and Conditions of Trust
Subject to the provisions of Part II 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
The following special terms and conditions are hereby agreed to:
1. The Securities defined in Section 1.01(22), listed in the
Schedule hereto, have been deposited in trust under this Trust
Agreement.
2. The fractional undivided interest in and ownership of the
Trust represented by each Unit is the amount set forth under
"Summary of Essential Financial Information - Fractional Undivided
Interest in the Trust per Unit" in the Prospectus.
3. Section 1.01(1) shall be amended to read as follows:
"(1) "Depositor" shall mean Van Kampen American Capital
Distributors, Inc. and its successors in interest, or any
successor depositor appointed as hereinafter provided."
4. Section 1.01(3) shall be amended to read as follows:
"(3) "Evaluator" shall mean American Portfolio
Evaluation Services, a division of Van Kampen American
Capital Investment Advisory Corp. and its successors in
interest, or any successor evaluator appointed as
hereinafter provided."
5. Section 1.01(4) shall be amended to read as follows:
"(4) "Supervisory Servicer" shall mean Edward D. Jones &
Company and its successors in interest, or any successor
portfolio supervisor appointed as hereinafter provided."
6. The Initial Date of Deposit for the Trust is July 25,
1995.
7. Section 2.01(c) of the Standard Terms and Conditions of
Trust is hereby amended by adding the following at the conclusion
thereof:
"If any Contract Obligations requires settlement in a
foreign currency, in connection with the deposit of such
Contract Obligation the Depositor will deposit with the Trustee
either an amount of such currency sufficient to settle the
contract or a foreign exchange contract in such amount which
settles concurrently with the settlement of the Contract
Obligation and cash or a Letter of Credit in U.S. dollars
sufficient to perform such foreign exchange contract."
8. Notwithstanding anything to the contrary appearing in the
Standard Terms and Conditions of Trust, "Central Equity Trust,
Worldwide Series 2" will replace "Select Equity Trust."
9. The second sentence in the second paragraph of Section
3.11 shall be revised as follows: "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 unless the Depositor advises
the Trustee to keep such securities, cash or properties."
10. Article III, Section 3.13 of the Standard Terms and
Conditions of Trust is hereby amended by deleting the reference to
"$0.25 per 100 Units" in the first sentence of such Section and
replacing such reference with "$.005 per Unit."
11. 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. Foreign Exchange Transactions; Reclaiming
Foreign Taxes. The Trustee shall use reasonable efforts to
reclaim or recoup any amounts of non-U.S. tax paid by the Trust
or withheld from income received by the Trust to which the
Trust may be entitled as a refund."
12. Article III of the Standard Terms and Conditions of Trust
is hereby amended by inserting the following paragraph which shall
be entitled Section 3.16.:
"Section 3.16. Foreign Exchange Transactions; Foreign
Currency Exchange. Unless the Depositor shall otherwise
direct, whenever funds are received by the Trustee in foreign
currency, upon the receipt thereof or, if such funds are to be
received in respect of a sale of Securities, concurrently with
the contract of the sale for the Security (in the latter case
the foreign exchange contract to have a settlement date
coincident with the relevant contract of sale for the
Security), the Depositor shall enter into a foreign exchange
contract for the conversion of such funds to U.S. dollars. The
Depositor shall have no liability for any loss or depreciation
resulting from such action taken."
13. Article IV, Section 4.01(b) of the Standard Terms and
Conditions of Trust is hereby deleted and replaced in its entirety
with the following:
"(b) During the initial offering period such Evaluation
shall be made in the following manner: if the Securities are
listed on a national or foreign securities exchange or the
NASDAQ National Market System, such Evaluation shall generally
be based on the last available sale price on or immediately
prior to the Evaluation Time on the exchange which is the
principal market therefor, which shall be deemed to be the New
York Stock Exchange if the Securities are listed thereon
(unless the Evaluator deems such price inappropriate as a basis
for evaluation) or, if there is no such available sale price on
such exchange at the mean between the last available bid and
ask prices of the Equity Securities. If the Securities are not
so listed or, if so listed, the principal market therefor is
other than on such exchange or there is no such available sale
price on such exchange, such Evaluation shall generally be
based on the following methods or any combination thereof
whichever the Evaluator deems appropriate: (i) in the case of
Equity Securities, on the basis of the current ask price on the
over-the-counter market (unless the Evaluator deems such price
inappropriate as a basis for evaluation), (ii) on the basis of
current offering prices for the Zero Coupon Obligations as
obtained from investment dealers or brokers who customarily
deal in securities comparable to those held by the Fund, (iii)
if offering prices are not available for the Zero Coupon
Obligations or the Equity Securities, on the basis of offering
or ask price for comparable securities, (iv) by determining the
valuation of the Zero Coupon Obligations or the Equity
Securities on the offering or ask side of the market by
appraisal or (v) by any combination of the above. If the Trust
holds Securities denominated in a currency other than U.S.
dollars, the Evaluation of such Security shall be converted to
U.S. dollars based on current offering side exchange rates
(unless the Evaluator deems such prices inappropriate as a
basis for valuation). The Evaluator shall add to the
Evaluation of each Security the amount of any commissions and
relevant taxes associated with the acquisition of the Security.
As used herein, the closing sale price is deemed to mean the
most recent closing sale price on the relevant securities
exchange immediately prior to the Evaluation time. For each
Evaluation, the Evaluator shall also confirm and furnish to the
Trustee and the Depositor, on the basis of the information
furnished to the Evaluator by the Trustee as to the value of
all Trust assets other than Securities, the calculation of the
Trust Fund Evaluation to be computed pursuant to Section 5.01."
14. Article IV, Section 4.01(c) of the Standard Terms and
Conditions of Trust is hereby deleted and replaced in its entirety
with the following:
"(c) After the initial offering period and both during
and after the initial offering period, for purposes of the
Trust Fund Evaluations required by Section 5.01 in determining
Redemption Value and Unit Value, Evaluation of the Securities
shall be made in the manner described in Section 4.01(b), on
the basis of current bid prices for the Zero Coupon
Obligations, the bid side value of the relevant currency
exchange rate expressed in U.S. dollars and, except in those
cases in which the Equity Securities are listed on a national
or foreign securities exchange or the NASDAQ National Market
System and the last available sale prices are utilized, on the
basis of the mean between the last available bid and ask prices
of the Equity Securities. In addition, the Evaluator shall (i)
not make the addition specified in the fourth sentence of
Section 4.01(b) and (ii) shall reduce the Evaluation of each
Security by the amount of any liquidation costs (other than
brokerage costs incurred on any national securities exchange)
and any capital gains or other taxes which would be incurred by
the Trust upon the sale of such Security, such taxes being
computed as if the Security were sold on the date of the
Evaluation."
15. Article V, Section 5.01 of the Standard Terms and
Conditions of Trust is hereby amended to add the following at the
conclusion of the first paragraph thereof:
"Amounts receivable by the Trust in foreign currency shall
be converted by the Trustee to U.S. dollars based on current
exchange rates, in the same manner as provided in Section
4.01(b) or 4.01(c), as applicable, for the conversion of the
valuation of foreign Equity Securities, and the Evaluator shall
report such conversion with each Evaluation made pursuant to
Section 4.01."
16. Article VI, Section 6.01(e) of the Standard Terms and
Conditions of Trust is hereby amended to read as follows:
"(e) (I) Subject to the provisions of subparagraphs (II)
and (III) of this paragraph, the Trustee may employ agents, sub-
custodians, attorneys, accountants and auditors and shall not
be answerable for the default or misconduct of any such agents,
sub-custodians, attorneys, accountants or auditors if such
agents, sub-custodians, attorneys, accountants or auditors
shall have been selected with reasonable care. The Trustee
shall be fully protected in respect of any action under this
Indenture taken or suffered in good faith by the Trustee in
accordance with the opinion of counsel, which may be counsel to
the Depositor acceptable to the Trustee, provided, however,
that this disclaimer of liability shall not (i) excuse the
Trustee from the responsibilities specified in subparagraph II
below or (ii) limit the obligation of the Trustee to indemnify
the Trust under subparagraph III below. The fees and expenses
charged by such agents, sub-custodians, attorneys, accountants
or auditors shall constitute an expense of the Trust
reimbursable from the Income and Capital Accounts of the
affected Trust as set forth in section 6.04 hereof.
(II) The Trustee may place and maintain in the care of an
eligible foreign custodian (which is employed by the Trustee as
a sub-custodian as contemplated by subparagraph (I) of this
paragraph (e) and which may be an affiliate or subsidiary of
the Trustee or any other entity in which the Trustee may have
an ownership interest) the Trust's foreign securities, cash and
cash equivalents in amounts reasonably necessary to effect the
Trust's foreign securities transactions, provided that:
(1) The Trustee shall have:
(i) determined that maintaining the Trust's assets
in a particular country or countries is consistent with
the best interests of the Trust and the
Certificateholders;
(ii) determined that maintaining the Trust's assets
with such eligible foreign custodian is consistent with
the best interests of the Trust and the
Certificateholders; and
(iii) entered into a written contract which is
consistent with the best interests of the Trust and the
Certificateholders and which will govern the manner in
which such eligible foreign custodian will maintain the
Trust's assets and which provides that:
(A) The Trust will be adequately indemnified
and its assets adequately insured in the event of
loss (without regard to the indemnity provided by the
Trustee under Section III hereof);
(B) The Trust's assets will not be subject to
any right, charge, security interest, lien or claim
of any kind in favor of the eligible foreign
custodian or its creditors except a claim for payment
for their safe custody or administration;
(C) Beneficial ownership of the Trust's assets
will be freely transferable without the payment of
money or value other than for safe custody or
administration;
(D) Adequate records will be maintained
identifying the assets as belonging to the Trust;
(E) The Trust's independent public accountants
will be given access to records identifying assets of
the Trust or confirmation of the contents of those
records; and
(F) The Trustee will receive periodic reports
with respect to safekeeping of the Trust's assets,
including, but not necessarily limited to,
notification of any transfer to or from the Trustee's
account.
(2) The Trustee shall establish a system to monitor such
foreign custody arrangements to ensure compliance with the
conditions of this subparagraph.
(3) The Trustee, at least annually, shall review and
approve the continuing maintenance of Trust assets in a
particular country or countries with a particular eligible
foreign custodian or particular eligible foreign custodians as
consistent with the best interests of the Trust and the
Certificateholders.
(4) The Trustee shall maintain and keep current written
records regarding the basis for the choice or continued use of
a particular eligible foreign custodian pursuant to this
subparagraph, and such records shall be available for
inspection by Certificateholders and the Securities and
Exchange Commission at the Trustee's offices at all reasonable
times during its usual business hours.
(5) Where the Trustee has determined that a foreign
custodian may no longer be considered eligible under this
subparagraph or that, pursuant to clause (3) above, continuance
of the arrangement would not be consistent with the best
interests of the Trust and the Certificateholders, the Trust
must withdraw its assets from the care of that custodian as
soon as reasonably practicable, and in any event within 180
days of the date when the Trustee made the determination.
As used in this subparagraph (II),
(1) "foreign securities" include: securities issued
and sold primarily outside the United States by a foreign
government, a national of any foreign country or a corporation
or other organization incorporated or organized under the laws
of any foreign country and securities issued or guaranteed by
the government of the United States or by any state or any
political subdivision thereof or by any agency thereof or by
any entity organized under the laws of the United States or of
any state thereof which have been issued and sold primarily
outside the United States.
(2) "eligible foreign custodian" means
(a) The following securities depositories and
clearing agencies which operate transnational systems for the
central handling of securities or equivalent book entries
which, by appropriate exemptive order issued by the Securities
and Exchange Commission, have been qualified as eligible
foreign custodians for the Trust but only for so long as such
exemptive order continues in effect: Morgan Guaranty Trust
Company of New York, Brussels, Belgium, in its capacity as
operator of the Euroclear System ("Euroclear"), and Central de
Livraison de Valeurs Mobilires, S.A. ("CEDEL").
(b) Any other entity that shall have been qualified
as an eligible foreign custodian for the foreign securities of
the Trust by the Securities and Exchange Commission by
exemptive order, rule or other appropriate action, commencing
on such date as it shall have been so qualified but only for so
long as such exemptive order, rule or other appropriate action
continues in effect.
The determinations set forth above to be made by the
Trustee should be made only after consideration of all matters
which the Trustee, in carrying out its fiduciary duties, finds
relevant, including, but not necessarily limited to,
consideration of the following:
1. With respect to the selection of the country
where the Trust's assets will be maintained, the Trustee should
consider:
a. Whether applicable foreign law would restrict
the access afforded the Trust's independent public accountants
to books and records kept by an eligible foreign custodian
located in that country;
b. Whether applicable foreign law would restrict
the Trust's ability to recover its assets in the event of the
bankruptcy of an eligible foreign custodian located in that
country;
c. Whether applicable foreign law would restrict
the Trust's ability to recover assets that are lost while under
the control of an eligible foreign custodian located in that
country;
d. The likelihood of expropriation,
nationalization, freezes, or confiscation of the Trust's
assets; and
e. Whether difficulties in converting the Trust's
cash and cash equivalents to U.S. dollars are reasonably
foreseeable.
2. With respect to the selection of an eligible
foreign custodian, the Trustee should consider:
a. The financial strength of the eligible foreign
custodian, its general reputation and standing in the country
in which it is located, its ability to provide efficiently the
custodial services required and the relative cost for those
services;
b. Whether the eligible foreign custodian would
provide a level of safeguards for maintaining the Trust's
assets not materially different from that provided by the
Trustee in maintaining the Trust's securities in the United
States;
c. Whether the eligible foreign custodian has
branch offices in the United States in order to facilitate the
assertion of jurisdiction over and enforcement of judgments
against such custodian; and
d. In the case of an eligible foreign custodian
that is a foreign securities depository, the number of
participants in, and operating history of, the depository.
3. The Trustee should consider the extent of the
Trust's exposure to loss because of the use of an eligible
foreign custodian. The potential effect of such exposure upon
Certificateholders shall be disclosed, if material, by the
Depositor in the prospectus relating to the Trust.
(III) The Trustee will indemnify and hold the
Trust harmless from and against any loss that shall occur as
the result of the failure of an eligible foreign custodian
holding the foreign securities of the Trust to exercise
reasonable care with respect to the safekeeping of such foreign
securities to the same extent that the Trustee would be
required to indemnify and hold the Trust harmless if the
Trustee were holding such foreign securities in the
jurisdiction of the United States whose laws govern the
indenture, provided, however, that the Trustee will not be
liable for loss except by reason of the gross negligence, bad
faith or willful misconduct of the Trustee or the eligible
foreign custodian."
17. Notwithstanding anything to the contrary, all references
to In-Kind-Distributions as set forth in Sections 5.02 and 8.02 of
the Standard Terms and Conditions of Trust shall be inapplicable to
the Trust.
18. Section 8.02 is hereby revised to require an affirmative
vote of Unitholders representing 66 2/3% of the then outstanding
Units to terminate the Trust rather than the 51% indicated therein.
19. Notwithstanding anything to the contrary appearing in the
Standard Terms and Conditions of Trust, Units of the Trust will be
held in uncertificated form only. In addition, a new sentence
immediately preceding the last sentence of Section 2.03(b) shall be
added to the effect: "Notwithstanding anything to the contrary in
this Section, all Units acquired through the Central Equity Trust
reinvestment plan shall be held only in uncertificated form."
20. Section 3.01 of the Standard Terms and Conditions of Trust
shall be replaced in its entirety with the following:
"Section 3.01. Expenses Borne by the Trustee. The
following organization and regular and recurring expenses
of a Trust shall be borne by the Trustee: (a) to the
extent not borne by the Depositor, expenses incurred in
establishing a Trust, including the cost of the initial
preparation and typesetting of the registration statement,
prospectuses (including preliminary prospectuses), the
indenture, and other documents relating to a Trust,
Securities and Exchange Commission and state blue sky
registration fees, the costs of the initial valuation of
the portfolio and audit of a 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, (b) the amount specified in
Section 3.05 and Article VIII, (c) to the extent permitted
by Section 6.02, auditing fees and, to the extent not
borne by the Depositor, expenses incurred in connection
with maintaining a Trust's registration statement current
with Federal and State authorities, (d) any Certificates
issued after the Initial Date of Deposit ; and (e)
expenses of any distribution agent. The Trustee shall be
reimbursed for those organizational expenses referred to
in clause (a) as provided in the related Prospectus.
21. Section 6.01(i) of the Standard Terms and Conditions of
Trust shall be amended by deleting the first word of such Section
and replacing it with the following:
"Except as provided in Sections 3.01 and 3.05, no"
22. Section 8.04 is hereby amended by inserting the following
at the end of such Section:
", except as provided in Sections 3.01 and 3.05"
23. Section 3.07(f) and (g) are hereby revised and a new
subsection (h) is hereby added as follows:
"(f) that all of the Securities in the Trust Fund will be
sold pursuant to termination of the Trust pursuant to Section
8.02 hereof;
(g) that such sale is required due to Units tendered for
redemption; and
(h) the sale of a Security is necessary to ensure that
the Central Equity Trust, Worldwide Series 2 continues to
satisfy the qualifications of a regulated investment company,
including the requirements with respect to diversification
under Section 851 of the Internal Revenue Code."
24. Section 8.01(a)(ii) shall be revised as follows: "(ii) to
make such other provision regarding matters or questions arising
hereunder as shall not materially adversely affect the interests of
the Unitholders or (iii) to make such amendments as may be necessary
for the Central Equity Trust, Worldwide Series 2 to continue to
qualify as a regulated investment company for federal income tax
purposes."
25. Section 8.01(b)(3) shall be revised as follows: "(3)
adversely affect the characterization of the Central Equity Trust,
Worldwide Series 2 as a regulated investment company for federal
income tax purposes."
In Witness Whereof, Van Kampen American Capital Distributors, Inc.
has caused this Trust Agreement to be executed by one of its Vice
Presidents or Assistant Vice Presidents and its corporate seal to be
hereto affixed and attested by its Secretary or one of its Vice
Presidents or Assistant Secretaries, American Portfolio Evaluation
Services, a division of Van Kampen American Capital Investment Advisory
Corp., and Edward D. Jones & Company, have each caused this Trust
Indenture and Agreement to be executed by their respective President or
one of their respective Vice Presidents and the corporate seal of each to
be hereto affixed and attested to by the Secretary, Assistant Secretary
or one of their respective Vice Presidents or Assistant Vice Presidents
and The Bank of New York, has caused this Trust Agreement to be executed
by one of its Vice Presidents and its corporate seal to be hereto affixed
and attested to by one of its Assistant Treasurers all as of the day,
month and year first above written.
Van Kampen American Capital
Distributors, Inc.
By Sandra A. Waterworth
Vice President
Attest:
By Gina M. Scumaci
Assistant Secretary
American Portfolio Evaluation
Services, a division of Van Kampen
American Capital Investment
Advisory Corp.
By Dennis J. McDonnell
President
Attest
By Scott E. Martin
Assistant Secretary
Edward D. Jones & Company
By Timothy J. McCoy
Principal
Attest
By Kevin N. Flatt
Principal
The Bank of New York
By Jeffrey Bieselin
Vice President
Attest
By Norbert Loney
Assistant Treasurer
Schedule A to Trust Agreement
Securities Initially Deposited
in
Van Kampen American Capital Equity Opportunity Trust, Series 15
(Note: Incorporated herein and made a part hereof is the "Portfolio" as
set forth in the Prospectus.)
Exhibit 3.1
Chapman and Cutler
111 West Monroe Street
Chicago, Illinois 60603
July 25, 1995
Van Kampen Merritt Inc.
One Parkview Plaza
Oakbrook Terrace, Illinois 60181
Re: Van Kampen American Capital Equity Opportunity Trust, Series 15
Gentlemen:
We have served as counsel for Van Kampen American Capital
Distributors, Inc. as Sponsor and Depositor of Van Kampen American
Capital Equity Opportunity Trust, Series 15 (hereinafter referred to as
the "Trust"), in connection with the preparation, execution and delivery
of a Trust Agreement dated July 25, 1995, among Van Kampen American
Capital Distributors, Inc., as Depositor, American Portfolio Evaluation
Services, a division of Van Kampen American Capital Investment Advisory
Corp., as Evaluator, Edward D. Jones & Company, as Supervisory Servicer,
and The Bank of New York, as Trustee, pursuant to which the Depositor has
delivered to and deposited the Securities listed in the Schedule to the
Trust Agreement with the Trustee and pursuant to which the Trustee has
provided to or on the order of the Depositor documentation evidencing
ownership of Units of fractional undivided interest in and ownership of
the Trust (hereinafter referred to as the "Units"), 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 Trust have been duly authorized; and
2. The certificates evidencing the Units in the Trust,
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 such Trust 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. 33-60317) 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.
Respectfully submitted,
CHAPMAN AND CUTLER
MJK/ch
Exhibit 4.1
Interactive Data
14 West Street
New York, NY 10005
May 23, 1995
Van Kampen American Capital Distributors, Inc.
One Parkview Plaza
Oakbrook Terrace, IL 60181
Re: Van Kampen American Capital
Central Equity, Worldwide Series 2
(A Unit Investment Trust) Registered Under the Securities
Act of 1933, File No. 33-60317
Gentlemen:
We have examined the Registration Statement for the above captioned
Fund.
We hereby consent to the reference in the Prospectus and Registration
Statement for the above captioned Fund to Interactive Data Services, Inc.,
as the Evaluator, and to the use of the Obligations prepared by us which
are referred to in such Prospectus and Statement.
You are authorized to file copies of this letter with the Securities
and Exchange Commission.
Very truly yours,
James Perry
Vice President
Exhibit 4.2
Independent Certified Public Accountants' Consent
We have issued our report dated July 25, 1995 on the statement of
condition and related securities portfolio of Van Kampen American
Capital Equity Opportunity Trust, Series 15 as of July 25, 1995 contained
in the Registration Statement on Form S-6 and Prospectus. We consent to
the use of our report in the Registration Statement and Prospectus and to
the use of our name as it appears under the caption "Other Matters-
Independent Certified Public Accountants.'"
Grant Thornton LLP
Chicago, Illinois
July 25, 1995
