File No. 333-04103
CIK#896998
Securities and Exchange Commission
Washington, D. C. 20549-1004
Post-Effective
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
Van Kampen American Capital Equity Opportunity Trust, Series 33
(Exact Name of Trust)
Van Kampen American Capital Distributors, Inc.
(Exact Name of Depositor)
One Parkview Plaza
Oakbrook Terrace, Illinois 60181
(Complete address of Depositor's principal executive offices)
Van Kampen American Capital
Distributors, Inc. Chapman and Cutler
Attention: Don G. Powell Attention: Mark J. Kneedy
One Parkview Plaza 111 West Monroe Street
Oakbrook Terrace, Illinois 60181 Chicago, Illinois 60603
(Name and complete address of agents for service)
( X ) Check if it is proposed that this filing will become effective
on August 25, 1997 pursuant to paragraph (b) of Rule 485.
GREAT INTERNATIONAL FIRMS TRUST, SERIES 1
Van Kampen American Capital Equity Opportunity Trust, Series 33
PROSPECTUS PART ONE
NOTE: Part One of this Prospectus may not be distributed unless accompanied by
Part Two.Please retain both parts of this Prospectus for future reference.
THE TRUST
The Great International Firms Trust, Series 1 (the "Trust" ) is a unit
investment trust in the Van Kampen American Capital Equity Opportunity Trust,
Series 33 (the "Fund" ). The Trust offers investors the opportunity to
purchase Units representing proportionate interests in a fixed, globally
diversified portfolio of equity securities primarily issued by blue chip
international companies, all of which are common stocks of foreign issuers
("Equity Securities" or "Securities" ). Unless terminated
earlier, the Trust will terminate on June 28, 2001 ("Mandatory Termination
Date" ) and any securities then held will, within a reasonable time
thereafter, be liquidated or distributed by the Trustee. Any Securities
liquidated 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. Unless otherwise indicated, all amounts herein are stated in U.S.
dollars computed on the basis of the exchange rate for the relevant currency.
PUBLIC OFFERING PRICE
The Public Offering Price per Unit is equal to the aggregate underlying value
of the Equity Securities plus or minus cash, if any, in the Capital and Income
Accounts plus the applicable sales charge as described herein, divided by the
number of Units outstanding. See "Summary of Essential Financial
Information" .
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.
The Date of this Prospectus is August 25, 1997
GREAT INTERNATIONAL FIRMS TRUST, SERIES 1
Van Kampen American Capital Equity Opportunity Trust, Series 33
Summary of Essential Financial Information
As of June 3, 1997
Sponsor: Van Kampen American Capital Distributors, Inc.
Supervisor: Van Kampen American Capital Investment Advisory Corp.
(An affiliate of the Sponsor)
Evaluator: American Portfolio Evaluation Services
(A division of an affiliate of the Sponsor)
Trustee: The Bank of New York
<TABLE>
<CAPTION>
Great
International
Firms Trust
---------------
<S> <C>
General Information
Number of Units....................................................................................... 2,534,454
Fractional Undivided Interest in the Trust per Unit .................................................. 1/2,534,454
Public Offering Price: ...............................................................................
Aggregate Value of Securities in Portfolio <F2>...................................................... $ 28,546,686
Aggregate Value of Securities per Unit (including accumulated dividends)............................. $ 11.18
Sales Charge 4.9% (5.152% of Aggregate Value of Securities excluding principal cash) per Unit <F4>... $ .54
Public Offering Price per Unit <F3><F4>.............................................................. $ 11.72
Redemption Price per Unit............................................................................. $ 11.15
Secondary Market Repurchase Price per Unit............................................................ $ 11.15
Excess of Public Offering Price per Unit Over Redemption Price per Unit............................... $ .57
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
Supervisor's Annual Supervisory Fee...Maximum of $.0025 per Unit
Evaluator's Annual Fee ...............Maximum of $.0025 per Unit
Evaluation Time <F5> .................Close of the relevant stock market
Date of Deposit.......................June 28, 1996
Mandatory Termination Date............June 28, 2001
The Trust may be terminated if the net asset value of such Trust is less than $500,000
unless the net asset value of such Trust deposits has exceeded $15,000,000, then the Trust
Minimum Termination Value.............Agreement may be terminated if the net asset value of such Trust is less than $3,000,000.
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
Special Information......................................
Calculation of Estimated Net Annual Dividends per Unit...
Estimated Gross Annual Dividends per Unit............... $ .18779
Less: Estimated Expenses per Unit....................... $ .01706
Estimated Net Annual Dividends per Unit................. $ .17073
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
Trustee's Annual Fee ...........................$.008 per Unit
Estimated Annual Organizational Expenses <F4>...$.00362
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...............TWENTY-FIFTH day of December.
- ----------
<FN>
<F1>Equity Securities listed on a national or foreign securities exchange are
valued at the closing sale price, or if no such price exists, or if the Equity
Securities are not listed, at the closing bid price thereof. The aggregate
value of Securities of foreign issuers represents the U.S. Dollar value of
Securities of foreign issurers represents the U.S. dollar value on the basis
of the bid side value of the related currency exchange rates at the Evaluation
Time.
<F2>Anyone ordering Units will have added to the Public Offering Price a pro rata
share of any cash in the Income and Capital Accounts.
<F3>The maximum Sales Charge consists of an initial sales charge and a deferred
sales charge. The initial sales charge is applicable to all Units and
represents an amount equal to the difference between the Maximum Sales Charge
of 4.9% of the Public Offering Price and the amount of the maximum deferred
sales charge of $0.20 per Unit. Subsequent to the Initial Date of Deposit, the
amount of the initial sales charge will vary with changes in the aggregate
value of the Securities in the Trust. In addition to the initial sales charge,
Unitholders will pay a deferred sales charge of $0.333 per Unit per month
which will begin accruing on a daily basis on December 28, 1996 and will
continue to accrue through June 27, 1997. The monthly deferred sales charge
will be charged to the Trust, in arrears, commencing January 28, 1997 and will
be charged on the 28th day of each month thereafter through June 28, 1997.
Units purchased subsequent to the initial deferred sales charge payment will
be subject only to the portion of the deferred sales charge payments not yet
collected. These deferred sales charge payments will be paid from funds in the
Capital Account, if sufficient, or from the periodic sale of Securities. The
total maximum sales charge will be 4.9% of the Public Offering Price (5.152%
of the aggregate value of the Securities in the Trust less the deferred sales
charge). Effective on each June 28, commencing June 28, 1997, the secondary
sales charge will not include deferred payments but will instead include only
a one-time initial sales charge of 4.4% of the Public Offering Price and will
decrease by .5 of 1% to a minimum sales charge of 3.4%. See "Public
Offering-Offering Price" in Part Two.
<F4>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 "Expenses of the Trust" in Part Two and "Statement of
Condition." Historically, the sponsors of unit investment trusts have paid
all the costs of establishing such trusts.
<F5>For purposes of computing exchange rates only for the Foreign Securities, the
Evaluation Time shall be 4:00 p.m. New York time.
</TABLE>
PORTFOLIO
The Great International Firms Trust consists of different issues of Equity
Securities which are primarily issued by blue chip international companies all
of which are common stocks of foreign issuers. All of the Equity Securities
are listed on a national or foreign securities exchange, or are traded in the
over-the-counter market as of the Initial Date of Deposit.
PER UNIT INFORMATION
<TABLE>
<CAPTION>
1997<F1>
-------------
<S> <C>
Net asset value per Unit at beginning of period...................................................................... $ 9.68
=============
Net asset value per Unit at end of period............................................................................ $ 10.74
=============
Distributions to Unitholders of investment income including accumulated dividends paid on Units redeemed (average
Units outstanding for entire period)................................................................................. $ 0.10
=============
Distributions to Unitholders from Security sales proceeds (average Units outstanding for entire period).............. $ --
=============
Unrealized appreciation (depreciation) of Equity Securities (per Unit outstanding at end of period).................. $ 0.83
=============
Units outstanding at end of period................................................................................... 2,592,067
</TABLE>
- ----------
For the period from June 28, 1996 (date of deposit) through April 30, 1997.
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors of Van Kampen American Capital Distributors, Inc.
and the Unitholders of Great International Firms Trust, Series 1 (Van Kampen
American Capital Equity Opportunity Trust, Series 33):
We have audited the accompanying statement of condition (including the
analysis of net assets) and the related portfolio of the Great International
Firms Trust, Series 1 (Van Kampen American Capital Equity Opportunity Trust,
Series 33) as of April 30, 1997 and the related statements of operations and
changes in net assets for the period from June 28, 1996 (date of deposit)
through April 30, 1997. These statements are the responsibility of the Trustee
and the Sponsor. Our responsibility is to express an opinion on such
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements 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 securities owned at April 30, 1997 by
correspondence with the Trustee. An audit also includes assessing the
accounting principles used and significant estimates made by the Trustee and
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 the Great International Firms
Trust, Series 1 (Van Kampen American Capital Equity Opportunity Trust, Series
33) as of April 30, 1997, and the results of operations and changes in net
assets for the period from June 28, 1996 (date of deposit) through April 30,
1997, in conformity with generally accepted accounting principles.
GRANT THORNTON LLP
Chicago, Illinois
June 27, 1997
<TABLE>
VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST
SERIES 33
Statements of Condition
April 30, 1997
<CAPTION>
Great
International
Firms Trust
<S> <C>
Trust property
Cash.................................................................................... $ --
Securities at market value, (cost $25,746,222) (note 1)................................. 27,890,142
Accumulated dividends................................................................... 147,280
Receivable for securities sold.......................................................... 572,879
Organizational Expense.................................................................. 38,214
$ 28,648,515
==============
Liabilities and interest to Unitholders
Cash overdraft.......................................................................... $ 793,513
Redemptions payable..................................................................... 27,836,172
Interest to Unitholders................................................................. 18,830
$ 28,648,515
==============
Analysis of Net Assets
Interest of Unitholders (2,592,067 Units of fractional undivided interest outstanding)
Cost to original investors of 2,695,818 Units (note 1).................................. $ 28,308,295
Less initial underwriting commission (note 3)........................................... 1,366,332
--------------
26,941,963
Less redemption of 103,751 Units........................................................ 1,094,082
--------------
25,847,881
Undistributed net investment income
Net investment income................................................................... (72,654)
Less distributions to Unitholders....................................................... 152,400
--------------
(225,054)
Realized gain (loss) on Security sale................................................... 69,425
Unrealized appreciation (depreciation) of Securities (note 2)........................... 2,143,920
Distributions to Unitholders of Security sale proceeds.................................. --
Net asset value to Unitholders.......................................................... $ 27,836,172
==============
Net asset value per Unit (2,592,067 Units outstanding)................................... $ 10.74
==============
</TABLE>
The accompanying notes are an integral part of these statement.
<TABLE>
GREAT INTERNATIONAL FIRMS TRUST, SERIES 1
Statements of Operations
Period from June 28, 1996 (date of deposit) through
April 30, 1997
<CAPTION>
1997
-------------
<S> <C>
Investment income
Dividend income..................................................... $ 328,114
Expenses.............................................................
Trustee fees and expenses........................................... 23,190
Evaluator fees...................................................... 3,432
Organizational fees................................................. 9,553
Supervisory fees.................................................... 4,758
Deferred Sales Charge............................................... 359,835
-------------
Total expenses...................................................... 400,768
-------------
Net investment income............................................... (72,654)
Realized gain (loss) from Securities sale
Proceeds............................................................ 1,265,166
Cost................................................................ 1,195,741
-------------
Realized gain (loss)................................................ 69,425
Net change in unrealized appreciation (depreciation) of Securities... 2,143,920
-------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS..... $ 2,140,691
=============
</TABLE>
<TABLE>
Statements of Changes in Net Assets
Period from June 28, 1996 (date of deposit) through
April 30, 1997
<CAPTION>
1997
---------------
<S> <C>
Increase (decrease) in net assets
Operations:
Net investment income......................................................... $ (72,654)
Realized gain (loss) on Securities sale ...................................... 69,425
Net change in unrealized appreciation (depreciation) of Securities............ 2,143,920
---------------
Net increase (decrease) in net assets resulting from operations............... 2,140,691
Distributions to Unitholders from:
Net investment income......................................................... (152,400)
Securities sale proceeds...................................................... --
Redemption of Units............................................................ (1,094,082)
---------------
Total increase (decrease)..................................................... 894,209
Net asset value to Unitholders
Beginning of period........................................................... 26,941,963
Additional Securities purchased from proceeds of Unit Sales................... --
---------------
End of period (including undistributed net investment income of $(225,054))... $ 27,836,172
===============
</TABLE>
The accompanying notes are an integral part of these statements.
<TABLE>
GREAT INTERNATIONAL FIRMS TRUST, SERIES 1
PORTFOLIO as of
April 30, 1997
<CAPTION>
Valuation of Securities
at
Number April 30,
of Market Value Per 1997
Shares Name of Issuer Share (Note 1)
- ------------ -------------------------------- --------------------- ----------------------------
<S> <C> <C> <C>
7,691 Akzo Nobel, N.V. $ 128.9030 $ 991,393
- ------------------------------------------------------------------------------------------------
70,339 Bass Plc 12.9365 909,940
- ------------------------------------------------------------------------------------------------
25,062 Bayer, AG 39.8105 997,731
- ------------------------------------------------------------------------------------------------
108,819 British Airways Plc 11.4666 1,247,786
- ------------------------------------------------------------------------------------------------
95,251 British Petroleum Company Plc 11.4991 1,095,301
- ------------------------------------------------------------------------------------------------
112,259 Cadbury Schweppes Plc 8.3401 936,251
- ------------------------------------------------------------------------------------------------
16,687 Daimler-Benz, AG 74.3052 1,239,931
- ------------------------------------------------------------------------------------------------
18,187 Deutsche Bank, AG 52.8110 960,474
- ------------------------------------------------------------------------------------------------
62,414 Deutsche Lufthansa, AG 13.9539 870,918
- ------------------------------------------------------------------------------------------------
16,491 Electrolux, AB 60.6810 1,000,690
- ------------------------------------------------------------------------------------------------
63,865 Glaxco Wellcome Plc 19.7093 1,258,733
- ------------------------------------------------------------------------------------------------
4,473 Heineken, N.V. 146.8776 656,983
- ------------------------------------------------------------------------------------------------
36,000 Honda Motor Company, Ltd. 31.0187 1,116,675
- ------------------------------------------------------------------------------------------------
98,000 Komatsu, Ltd. 7.3059 715,982
- ------------------------------------------------------------------------------------------------
40,839 LM Ericsson, AB 31.8065 1,298,947
- ------------------------------------------------------------------------------------------------
2,836 L'Oreal, SA 355.0428 1,006,901
- ------------------------------------------------------------------------------------------------
18,614 Michelin (CGDE) 55.9051 1,040,617
- ------------------------------------------------------------------------------------------------
771 Nestle, SA 1,214.7947 936,607
- ------------------------------------------------------------------------------------------------
164,039 News Corporation, Ltd. 4.6175 757,458
- ------------------------------------------------------------------------------------------------
23,376 Nokia, AB 61.7890 1,444,380
- ------------------------------------------------------------------------------------------------
15,400 Polygram, N.V. 49.0448 755,290
- ------------------------------------------------------------------------------------------------
74,762 Reuters Holding Plc 10.3053 770,448
- ------------------------------------------------------------------------------------------------
252,335 Rolls-Royce Plc 3.9386 993,848
- ------------------------------------------------------------------------------------------------
5,815 Royal Dutch Petroleum Company 178.8209 1,039,843
- ------------------------------------------------------------------------------------------------
16,658 Siemens, AG 54.1977 902,826
- ------------------------------------------------------------------------------------------------
14,000 Sony Corporation 72.7444 1,018,422
- ------------------------------------------------------------------------------------------------
131,000 Toshiba Corporation 5.6054 734,310
- ------------------------------------------------------------------------------------------------
6,123 Unilever, N.V. 194.5871 1,191,457
- ------------------------------------------------------------------------------------------------
1,052,106 $ 27,890,142
============ ============================
</TABLE>
The accompanying notes are an integral part of these statement.
GREAT INTERNATIONAL FIRMS TRUST SERIES 1
Notes to Financial Statements
April 30, 1997
- --------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Security Valuation - Securities listed on a national securities exchange are
valued at the last closing sales price or, if no such price exists, or if the
Equity Securities are not listed at the closing bid price thereof. The
aggregate value of Securities of foreign issuers represents the U.S. dollar
value on the basis of the bid side value of the related currency exchange
rates at the Evaluation Time.
Security Cost - The original cost to the Trust of the Securities was based,
for Securities listed on a national securities exchange or the relevent stock
exchanges on the closing sale prices on the exchange. The cost was determined
on the day of the various Dates of Deposit and in the case of foreign traded
securities included brokerage commissions.
Unit Valuation - The redemption price per Unit is the pro rata share of each
Unit based upon (1) the cash on hand in the Trust or monies in the process of
being collected, (2) the Securities in the Trust based on the value as
described in Note 1 and (3) accumulated dividends thereon, less accrued
expenses of the Trust, if any.
Federal Income Taxes - The Trust has elected and intends to qualify on a
continuing basis for special federal income tax treatment as a "regulated
investment company" under the Internal Revenue Code (the "Code" ).
If the Trust so qualifies and timely distributes to Unitholders 90% or more of
its taxable income (without regard of 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.
Distributions to Unitholders of the Trust's taxable income will be taxable as
ordinary or capital gain income to Unitholders.
Other - The financial statements are presented on the accrual basis of
accounting. Any realized gains or losses from securities transactions are
reported on an identified cost basis.
Organizational Costs - The trust will bear all or a portion of its
organizational costs, which will be deferred and amortized over five years.
NOTE 2 - PORTFOLIO
Unrealized Appreciation and Depreciation - An analysis of net unrealized
appreciation (depreciation) at April 30, 1997 is as follows:
<TABLE>
<CAPTION>
Great
International
Firms Trust
------------------
<S> <C>
Unrealized Appreciation $ 2,839,007
Unrealized Depreciation (695,087)
------------------
$ 2,143,920
==================
</TABLE>
NOTE 3 - OTHER
Marketability - Although it is not obligated to do so, the Sponsor intends to
maintain a market for Units and to continuously offer to purchase Units at
prices, subject to change at any time, based upon the value of the Securities
in the portfolio of the Trust valued as described in Note 1, plus accumulated
dividends to the date of settlement. If the supply of Units exceeds demand, or
for other business reasons, the Sponsor may discontinue purchases of Units at
such prices. In the event that a market is not maintained for the Units, a
Unitholder desiring to dispose of his Units may be able to do so only by
tendering such Units to the Trustee for redemption at the redemption price.
Cost to Investors - The cost to original investors was based on adding to the
underlying value of the Securities per Unit on the date of an investor's
purchase, plus an amount equal to the difference between the maximum sales
charge of 4.9% of the public offering price which is equivalent to 5.152% of
the aggregate underlying value of the Securities and the maximum sales charge
of ($0.333 per Unit) and were assessed a deferred sales charge. Effective on
each June 28, commencing June 28, 1997, the secondary sales charge does not
include deferred payments but will instead include only a one-time initial
sales charge of 4.4% of the public offering price and will decrease by .5 of
1% to a minimum sales charge of 3.4%.
Compensation of Evaluator and Supervisor - The Supervisor receives a fee for
providing portfolio supervisory services for the Trust ($.0025 per Unit, not
to exceed the aggregate cost of the Supervisor for providing such services to
all applicable Trusts). The Evaluator receives an annual fee for regularly
evaluating the Trust's portfolio. Both fees may be adjusted for increases
under the category "All Services Less Rent of Shelter" in the Consumer
Price Index.
NOTE 4 - REDEMPTION OF UNITS
During the period ended April 30, 1997, 103,751 Units were presented for
redemption.
Van Kampen American Capital
Prospectus Part Two
Great International Firms Trust
The Fund. Van Kampen American Capital Equity Opportunity Trust (the "
Fund" ) is comprised of separate and distinct unit investment trusts,
including series of the Great International Firms Trust, (the "Trust"
). The Trust offers investors the opportunity to purchase Units representing
proportionate interests in a fixed, globally diversified portfolio of equity
securities primarily issued by blue chip international companies, all of which
are common stocks of foreign issuers ("Equity Securities" or "
Securities" ). Unless terminated earlier, the Trust will terminate on the
Mandatory Termination Date set forth under "Summary of Essential Financial
Information" in Part One and any Securities then held will, within a
reasonable time thereafter, be liquidated or distributed by the Trustee. Any
Securities liquidated 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.
Attention Foreign Investors. If you are not a United States citizen or
resident, distributions from the Trust may be subject to U.S. federal
withholding. See "Federal Taxation." Such investors should consult
their tax advisers regarding the imposition of U.S. withholding on
distributions.
Objective of the Trust. The objective of the Trust is to provide the potential
for capital appreciation by investing in a globally diversified portfolio of
equity securities primarily issued by blue chip international companies. See
"Objectives and Securities Selection." There is, of course, no
guarantee that the objective of the Trust will be achieved.
Public Offering Price. The Public Offering Price of the Units of the Trust
includes the aggregate underlying value of the Securities in the Trust's
portfolio, the applicable sales charge, and cash, if any, in the Income and
Capital Accounts held or owned by the Trust. The Public Offering Price is
based on the aggregate value of the Securities computed on the basis of the
bid side value of the exchange rate for the relevant currency expressed in
U.S. dollars. For sales charges in the secondary market, see "Public
Offering." The minimum purchase is 100 Units except for certain
transactions described under "Public Offering--Unit Distribution" . See
"Public Offering."
Units of the Trust are not insured by the FDIC, are not deposits or other
obligations of, or guaranteed by, any depository institution or any government
agency and are subject to investment risk, including possible loss of the
principal amount invested.
NOTE: THIS PROSPECTUS MAY BE USED ONLY WHEN ACCOMPANIED BY PART ONE.
Both parts of this Prospectus should be retained for future reference.
This prospectus is dated as of the date of the Prospectus Part One
accompanying this Prospectus Part Two.
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.
Dividend and Capital Distributions. Distributions of dividends and capital, 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" in Part One. Any distribution
of income and/or capital 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. Although not obligated to do so, the Sponsor
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 or
bid prices of the 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 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 specifying
the time or times at which Unitholders may surrender their certificates for
cancellation shall be given by the Trustee to each Unitholder at his address
appearing on the registration books of the Trust maintained by the Trustee. At
least 30 days prior to the Mandatory Termination Date the Trustee will provide
written notice thereof to all Unitholders. 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 of any Van Kampen American Capital-sponsored
unit investment trust may utilize their redemption or termination proceeds to
purchase units of any other Van Kampen American Capital trust in the initial
offering period accepting rollover investments subject to a reduced sales
charge to the extent stated in the related prospectus (which may be deferred
in certain cases).
Unitholders will have the opportunity to have their distributions reinvested
into additional Units of the Trust, subject to any remaining deferred sales
charge payments, if Units are available at the time of reinvestment, or, upon
request, reinvested into an open-end management investment company as
described herein. 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 the possible deterioration of
either the financial condition of the issuers or the general condition of the
stock market and currency fluctuations, the lack of adequate financial
information concerning an issuer and exchange control restrictions impacting
foreign issuers. See "Risk Factors" and "Trust Portfolio."
THE TRUST
- --------------------------------------------------------------------------
Van Kampen American Capital Equity Opportunity Trust is comprised of separate
and distinct unit investment trusts, including series of the Great
International Firms Trust. 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 Initial Date of Deposit, among Van Kampen American
Capital Distributors, Inc., as Sponsor, American Portfolio Evaluation
Services, a division of Van Kampen American Capital Investment Advisory Corp.,
as Evaluator, Van Kampen American Capital Investment Advisory Corp., as
Supervisor, and The Bank of New York, as Trustee.
On the Initial Date of Deposit, the Sponsor deposited with the Trustee the
Securities, 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 required for such purchases.
Thereafter, the Trustee, in exchange for such Securities (and contracts) so
deposited, delivered to the Sponsor documentation evidencing the ownership of
Units of the Trust. 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 liquidated or
distributed by the Trustee.
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, the
fractional undivided interest in the Trust represented by each unredeemed Unit
will increase 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 until the termination of the Trust Agreement.
OBJECTIVES AND SECURITIES SELECTION
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The objective of the Trust is to provide the potential for capital
appreciation. The portfolio is described below under "Trust Portfolio"
and in "Portfolio" in Part One. In selecting the Securities, the
Sponsor considered the following factors, among others: the extent to which
the issuers are global leaders in their respective markets and industries; the
extent to which the issuers are leading companies within their home markets;
the attractiveness of the Securities based on an evaluation of return on
equity, price to earnings ratios and price to cash flows; and the
diversification of the Trust portfolio by countries and industries. The
Sponsor attempted to select companies from developed, industrialized countries
that are well-capitalized world and market leaders, exhibit attractive balance
sheets and offer a diversified line of products and/or services.
The Trust seeks to provide investors with the potential for greater rewards
from a diversified international investment portfolio. In the past eleven
years, the U.S. stock market (as represented by the Standard & Poor's 500
Index) has ranked among the top five markets in total return only one time
and, as illustrated in the table below, has never ranked first. As illustrated
in the table below, many global equity markets have outperformed the U.S.
market in past years. International firms across the globe are expanding their
business, exporting to more countries and becoming better known to the
investment community. By investing in international stocks, an investor may
benefit from greater growth potential and added diversity than by
concentrating in U.S. securities alone. If an investor invested only in a
portfolio of U.S. securities, a negative turn in that market could adversely
affect the portfolio. By dedicating a portion of an investment portfolio to
global investments, an investor can be better protected against negative
movements in a single market. The Trust seeks to provide a convenient and
efficient way to take advantage of the growth potential of international
investing by offering a diversified portfolio of blue chip, industry-leading
companies in countries around the world.
The table below illustrates that no single stock market has dominated over
time and that foreign markets have generally offered returns superior to those
available in the U.S. The table shows the total returns of the top performing
stock markets in developed countries for each of the years indicated (as
represented by Morgan Stanley Capital International indices) compared with the
U.S. market (as represented by the Standard & Poor's 500 Index).
<TABLE>
<CAPTION>
Total Return Total Return
Top Performing Market United States Market
- -------- --------------------------- ------------------------
<S> <C> <C>
1986 112.77 % (Spain) 13.42 %
1987 55.96 % (Finland) 0.61 %
1988 50.19 % (Denmark) 11.64 %
1989 101.12 % (Austria) 26.91 %
1990 5.99 % (United Kingdom) (5.59) %
1991 42.77 % (Hong Kong) 27.17 %
1992 27.42 % (Hong Kong) 4.16 %
1993 109.91 % (Hong Kong) 7.02 %
1994 51.29 % (Finland) (0.85) %
1995 42.42 % (Switzerland) 34.74 %
1996 41.27 % (Spain) 22.90 %
</TABLE>
The table represents historical performance of unmanaged indices which are
composites of equity securities considered representative of equity
performance in the countries specified. The historical performance is shown
for illustrative purposes only, represents past performance which is not
indicative of future performance of the Trust and does not include sales
charges or expenses which are imposed on Trust Units.
General. An investor will be subject to taxation on the dividend income
received from the Trust and on gains from the sale or liquidation 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. 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.
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. Subsequent 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 the Sponsor as of the
Initial Date of Deposit. 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
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The Trust consists of Equity Securities which are primarily issued by blue
chip international companies, all of which are common stocks of foreign
issuers. All of the Equity Securities are listed on a national or foreign
securities exchange or are traded in the over-the-counter market.
General. The Trust consists of (a) the Securities listed under "
Portfolio" in Part One as may continue to be held from time to time in the
Trust, (b) any additional Securities acquired 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.
RISK FACTORS
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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 liquidation 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 in the portfolio may be expected to
fluctuate over the life of the Trust to values higher or lower than those
prevailing on the Initial Date of Deposit or at the time a Unitholder
purchases Units.
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 liquidation which are senior to those of common stockholders.
Whether or not the Equity Securities are listed on a national securities
exchange, the principal trading market for the Equity Securities may be in the
over-the-counter market. As a result, the existence of a liquid 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 liquidity 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.
The Trust Agreement authorizes the Sponsor to increase the size of the Trust
and the number of Units thereof by the deposit of additional Securities, or
cash (including a letter of credit) with instructions to purchase additional
Securities, in the Trust and the issuance of a corresponding number of
additional Units. If the Sponsor deposits cash, existing and new investors may
experience a dilution of their investments and a reduction in their
anticipated income because of fluctuations in the prices of the Securities
between the time of the cash deposit and the purchase of the Securities and
because the Trust will pay the associated brokerage fees. To minimize this
effect, the Trust will attempt to purchase the Securities as close to the
Evaluation Time or as close to the evaluation prices as possible.
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. In the absence of any such instructions by
the Sponsor, the Trustee will vote such stocks so as to insure that the stocks
are voted as closely as possible in the same manner and same general
proportion as are shares held by owners other than the Trust.
Foreign Equity Risks. Since the Equity Securities consist of securities of
foreign issuers, an investment in the Trust involves certain investment risks
that are different in some respects from an investment in a trust which
invests entirely in the securities of domestic issuers. These investment risks
include future political or governmental restrictions which might adversely
affect the payment or receipt of payment of dividends on the relevant Equity
Securities, the possibility that the financial condition of the issuers of the
Equity Securities may become impaired or that the general condition of the
relevant stock market may worsen (both of which would contribute directly to a
decrease in the value of the Equity Securities and thus in the value of the
Units), the limited liquidity and relatively small market capitalization of
the relevant securities market, expropriation or confiscatory taxation,
economic uncertainties and foreign currency devaluations and fluctuations. In
addition, for foreign issuers that are not subject to the reporting
requirements of the Securities Exchange Act of 1934, there may be less
publicly available information than is available from a domestic issuer. Also,
foreign issuers are not necessarily subject to uniform accounting, auditing
and financial reporting standards, practices and requirements comparable to
those applicable to domestic issuers. The securities of many foreign issuers
are less liquid and their prices more volatile than securities of comparable
domestic issuers. In addition, fixed brokerage commissions and other
transaction costs on foreign securities exchanges are generally higher than in
the United States and there is generally less government supervision and
regulation of exchanges, brokers and issuers in foreign countries than there
is in the United States. However, due to the nature of the issuers of the
Equity Securities, the Sponsor believes that adequate information will be
available to allow the Supervisor to provide portfolio surveillance for the
Trust.
Equity securities issued by non-U.S. issuers generally pay dividends in
foreign currencies and are principally traded in foreign currencies.
Therefore, there is a risk that the United States dollar value of these
securities will vary with fluctuations in the U.S. dollar foreign exchange
rates for the various Equity Securities. See "Exchange Rate" below.
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.
Investors should be aware that it may not be possible to buy all Equity
Securities at the same time because of the unavailability of any Equity
Security, and restrictions applicable to the Trust relating to the purchase of
an Equity Security by reason of the federal securities laws or otherwise.
Foreign securities generally have not been registered under the Securities Act
of 1933 and may not be exempt from the registration requirements of such Act.
Sales of non-exempt Equity Securities by the Trust in the United States
securities markets are subject to severe restrictions and may not be
practicable. Accordingly, sales of these Equity Securities by the Trust will
generally be effected only in foreign securities markets. Although the Sponsor
does not believe that the Trust will encounter obstacles in disposing of the
Equity Securities, investors should realize that the Equity Securities may be
traded in foreign countries where the securities markets are not as developed
or efficient and may not be as liquid as those in the United States. The value
of the Equity Securities will be adversely affected if trading markets for the
Equity Securities are limited or absent.
Exchange Rate. The Trust is concentrated in Equity Securities that are
principally traded in foreign currencies and as such involves 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 related foreign currencies. 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. Subsequently, 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 the current exchange rate for the appropriate
foreign currencies based on activity in the related currency exchange market.
However, since this market may be volatile and is 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 the Trust would receive had the Trustee sold any
particular currency in the market. The foreign exchange transactions of the
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).
FEDERAL TAXATION
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The Trust has elected and intends to qualify 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 qualifies 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. It should be noted that certain legislative proposals have
been made which could affect the calculation of basis for Unitholders holding
securities that are substantially identical to the Trust's equity securities.
Unitholders should consult their own tax advisors with regard to the
calculation of basis.
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 generally 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 subsequently 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. Legislative proposals have been made that would treat certain
transactions designed to reduce or eliminate risk of loss and opportunities
for gain as constructive sales for purposes of recognition of gain (but not
loss). Unitholders should consult their own advisors with regard to any
constructive sales rules.
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. 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 the Trust distributions are
eligible for the dividends received deduction.
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 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. Legislative proposals have
been made which would impose a required holding period (both with respect to
the Unitholder's holding of Units in the Trust and the Trust's holding of
foreign securities) for such credit. Unitholders should consult their tax
advisers regarding this election and its consequences 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 or
another exception is met. In the event the Units are held by fewer than 500
persons, additional taxable income may be realized by the individual (and
other noncorporate) Unitholders in excess of the distributions received from
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).
As discussed in "Rights of Unitholders--Redemption of Units" , under
certain circumstances a Unitholder who owns at least 1,000 Units may request
an In Kind Distribution of any Securities traded in a U.S. securities market
upon the redemption of Units or the termination of the Trust. Unitholders
electing an In Kind Distribution of shares of such Securities should be aware
that the exchange is subject to taxation and Unitholders will recognize gain
or loss based on the value of the Securities received.
The federal tax status of each year's distributions will be reported to
Unitholders and to the Internal Revenue Service. Each Unitholder will be
requested 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
requested, distributions by the Trust to such Unitholder (including amounts
received upon the redemption of Units) will be subject to back-up withholding.
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.
A Unitholder who is a foreign investor (i.e., an investor other than a United
States citizen or resident or a United States corporation, partnership, estate
or trust) should be aware that, generally, subject to applicable tax treaties,
distributions from the Trust which constitute dividends for Federal income tax
purposes (other than dividends which the Trust designates as capital gain
dividends) will be subject to United States income taxes, including
withholding taxes. However, distributions received by a foreign investor from
the Trust that are designated by the Trust as capital gain dividends should
not be subject to United States Federal income taxes, including withholding
taxes, if all of the following conditions are met (i) the capital gain
dividend is not effectively connected with the conduct by the foreign investor
of a trade or business within the United States, (ii) the foreign investor (if
an individual) is not present in the United States for 183 days or more during
his or her taxable year, and (iii) the foreign investor provides all
certification which may be required of his status (foreign investors may
contact the Sponsor to obtain a Form W-8 which must be filed with the Trustee
and refiled every three calendar years thereafter). Foreign investors should
consult their tax advisers with respect to United States tax consequences of
ownership of Units. Units in the Trust and Trust distributions may also be
subject to state and local taxation and Unitholders should consult their tax
advisers in this regard.
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
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Compensation of Sponsor and Evaluator. The Sponsor will not receive any fees
in connection with its activities relating to the Trust. However, Van Kampen
American Capital Investment Advisory Corp., which is an affiliate of the
Sponsor, will receive an annual supervisory fee, which is not to exceed the
amount set forth under "Summary of Essential Financial Information" in
Part One for providing portfolio supervisory services for the Trust. Such fee
(which is based on the number of Units outstanding on January 1 of each year
for which such compensation relates) may exceed the actual costs of providing
such supervisory services for this Trust, but at no time will the total amount
received for portfolio supervisory services rendered to all unit investment
trusts sponsored by the Sponsor for which the Supervisor provides portfolio
supervisory services in any calendar year exceed the aggregate cost to the
Supervisor of supplying such services in such year. In addition, the
Evaluator, which is a division of Van Kampen American Capital Investment
Advisory Corp., shall receive the annual per Unit evaluation fee set forth
under "Summary of Essential Financial Information" in Part One (which
amount is based on the number of Units outstanding on January 1 of each year
for which such compensation relates) for regularly evaluating the Trust
portfolio. The foregoing fees are payable as described under "General"
below. 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 will receive
sales commissions and may realize other profits (or losses) in connection with
the sale of Units and the deposit of the Securities as described under "
Public Offering--Sponsor 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" in Part One (which amount is based on the number of Units
outstanding on January 1 of each year for which such compensation relates).
The Trustee's fees are payable as described under "General" below. 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 certificates), 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 the life of the Trust.
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, (g) foreign custodial and transaction fees, (h)
accrual of costs associated with liquidating securities, and (i) expenditures
incurred in contacting Unitholders upon termination of the Trust. The fees and
expenses set forth herein are payable as described under "General"
below.
General. The fees and expenses set forth herein are payable monthly out of the
Income Account of the Trust or, if insufficient, from the Capital Account.
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 balance in the
Income and Capital Accounts is 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
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General. Units are offered at the Public Offering Price. The Public Offering
Price is based on the aggregate underlying value of the Securities in the
Trust's portfolio, the applicable sales charge described below, and cash, if
any, in the Income and Capital Accounts held or owned by the Trust. The sales
charge is described under "Summary of Essential Financial Information"
and will be reduced by .5% of 1% annually to a minimum sales charge of 3.4%
for Series 1 and 3.0% for Series 2 and subsequent series. The Sponsor
currently does not intend to maintain a secondary market for Units during the
last six months of a Trust's term. The Public Offering Price per Unit is based
on the U.S. dollar value of the Securities based on the bid side value of the
related currency exchange rate as of the Evaluation Time for secondary market
transactions.
Any sales charge reduction will primarily be the responsibility of the selling
broker, dealer or agent.
Employees, officers and directors (including their spouses, children,
grandchildren, parents, grandparents, siblings, mothers-in-law,
fathers-in-law, sons-in-law and daughters-in-law, and trustees, custodians or
fiduciaries for the benefit of such persons) of Van Kampen American Capital
Distributors, Inc. and its affiliates, dealers and their affiliates, and
vendors providing services to the Sponsor may purchase Units at the Public
Offering Price less the applicable dealer concession.
Units may be purchased in the primary or secondary market at the Public
Offering Price (for purchases which do not qualify for a sales charge
reduction for quantity purchases) less the concession the Sponsor typically
allows to brokers and dealers for purchases (see "Public Offering--Unit
Distribution" ) by (1) investors who purchase Units through registered
investment advisers, certified financial planners and registered
broker-dealers who in each case either charge periodic fees for financial
planning, investment advisory or asset management service, or provide such
services in connection with the establishment of an investment account for
which a comprehensive "wrap fee" charge is imposed, (2) bank trust
departments investing funds over which they exercise exclusive discretionary
investment authority and that are held in a fiduciary, agency, custodial or
similar capacity, (3) any person who for at least 90 days, has been an
officer, director or bona fide employee of any firm offering Units for sale to
investors or their spouses and children and (4) officers and directors of bank
holding companies that make Units available directly or through subsidiaries
or bank affiliates. Notwithstanding anything to the contrary in this
Prospectus, such investors, bank trust departments, firm employees and bank
holding company officers and directors who purchase Units through this program
will not receive sales charge reductions for quantity purchases.
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 is based on the aggregate value of the
Securities computed on the basis of the bid side value of the related
currency exchange rate at the Evaluation Time expressed in U.S. dollars during
the secondary market.
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
equal to the total sales charge imposed on Units and dividing the sum so
obtained by the number of Units outstanding. The Public Offering Price shall
also include the proportionate share of any cash held in the Capital Account.
This computation produced a gross underwriting profit equal to the total sales
charge. 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 Corporation, a firm
regularly engaged in the business of evaluating, quoting 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 (except as stated below) 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
next computation of net asset value on each such day. Orders received by the
Trustee or Sponsor 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. No such evaluation will be made on any date on which
Securities representing greater than 33% (20% in the case of Series 1) of the
aggregate value of the Trust are not traded on the principal trading exchange
for such Securities due to a customary business holiday on such exchange.
Accordingly, purchases or redemptions of Units on such a day will be based on
the next determination of price of the Securities (and the price of such Units
would be the next computed Unit price).
The aggregate underlying value of the Equity Securities is determined on each
business day by the Evaluator in the following manner: if the Equity
Securities are listed on a national or foreign securities exchange this
evaluation is generally based on the closing sale prices on that exchange
(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, at the
closing bid prices. The evaluation of a Security traded on a foreign
securities exchange will take into consideration any event or announcement
occurring after the close of the related foreign securities exchange and prior
to the Evaluation Time which could have a material affect on the value of such
Security. If the Equity Securities are not listed on a national or foreign
securities exchange or, if so listed and the principal market therefor is
other than on the exchange, the evaluation shall generally be based on the
current bid price on the over-the-counter market (unless it is determined that
these prices are inappropriate as a basis for evaluation). If current bid
prices are unavailable, the evaluation is generally determined (a) on the
basis of current 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 the Equity Securities is based on the
bid side value of the currency exchange rate expressed in U.S. dollars as of
the Evaluation Time.
In offering the Units to the public, neither the Sponsor 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. Units will be distributed to the public by the Sponsor,
broker-dealers and others at the Public Offering Price. 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.
The Sponsor intends to qualify the Units for sale in a number of states. Any
discount provided to investors will be borne by the selling dealer or agent as
indicated under "General" above. For secondary market transactions,
the broker-dealer concession or agency commission will amount to 70% of the
sales charge applicable to the transaction. The breakpoint concessions or
agency commissions are applied on either a Unit or a dollar basis utilizing a
breakpoint equivalent of $10 per Unit and will be applied on whichever basis
is more favorable to the broker-dealer. The breakpoints will be adjusted to
take into consideration purchase orders stated in dollars which cannot be
completely fulfilled due to the requirement that only whole Units be issued.
Certain commercial banks are making Units of the Trust available to their
customers on an agency basis. A portion of the sales charge (equal to the
agency commission referred to above) is retained by or remitted to the banks.
Under the Glass-Steagall Act, banks are prohibited from underwriting Trust
Units; however, the Glass-Steagall Act does permit certain agency transactions
and the banking regulators have not indicated that these particular agency
transactions are not permitted under such Act. In addition, state securities
laws on this issue may differ from the interpretations of federal law
expressed herein and banks and financial institutions may be required to
register as dealers pursuant to state law.
To facilitate the handling of transactions, sales of Units shall normally be
limited to transactions involving a minimum of 100 Units except as stated
herein. In connection with fully disclosed transactions with the Sponsor, the
minimum purchase requirement will be that number of Units set forth in the
contract between the Sponsor and the related broker or agent. 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 Compensation. The Sponsor will receive a gross sales commission equal
to the total sales charge imposed on Units, less any reduced sales charge (as
described under "General" above). Any discount provided to investors
will be borne by the selling broker, dealer or agent as indicated under "
General" above.
In addition, the Sponsor realized a profit or will sustained 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 subsequent deposits. 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 Sponsor may have further realized
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 Sponsor.
Broker-dealers of the Trust, banks and/or others may be eligible to
participate in a program in which such firms receive from the Sponsor a
nominal award for each of their representatives who have sold a minimum number
of units or unit investment trusts created by the Sponsor during a specified
time period. In addition, at various times the Sponsor may implement other
programs under which the sales forces of brokers, dealers, banks and/or others
may be eligible to win other nominal awards for certain sales efforts, or
under which the Sponsor will reallow to such brokers, dealers, banks and/or
others that sponsor sales contests or recognition programs conforming to
criteria established by the Sponsor, or participate in sales programs
sponsored by the Sponsor, an amount not exceeding the total applicable sales
charges on the sales generated by such persons at the public offering price
during such programs. Also, the Sponsor in its discretion may from time to
time pursuant to objective criteria established by the Sponsor pay fees to
qualifying entities for certain services or activities which are primarily
intended to result in sales of Units of the Trust. Such payments are made by
the Sponsor out of its own assets, and not out of the assets of the Trust.
These programs will not change the price Unitholders pay for their Units or
the amount that the Trust will receive from the Units sold.
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 Sponsor prior
to the date of settlement for the purchase of Units may be used in the
Sponsor's business and may be deemed to be a benefit to the Sponsor, subject
to the limitations of the Securities Exchange Act of 1934.
As stated under "Public Market" below, the Sponsor intends to maintain
a secondary market for Units of the Trust for the period indicated. In so
maintaining a market, the Sponsor 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 Sponsor 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 obligated to do so, the Sponsor 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 the Equity Securities is computed on the basis
of the bid side value of the exchange rate for the relevant currency expressed
in U.S. dollars. If the supply of Units exceeds demand or if some other
business reason warrants it, the Sponsor may either discontinue all purchases
of Units or discontinue purchases of Units at such prices. It is the current
intention of the Sponsor not to maintain a market for Units during the last
six months of a Trust's term. 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 inquire 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. Units sold prior to such time
as the entire deferred sales charge on such Units has been collected will be
assessed the amount of the remaining deferred sales charge at the time of sale.
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 individuals, Simplified Employee Pension
Plans for employees, qualified plans for self-employed individuals, and
qualified 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
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Certificates. 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.
Ownership of Units of the Trust will be evidenced by certificates unless a
Unitholder or the Unitholder's registered broker-dealer makes a written
request to the Trustee that ownership be in book entry form. Units are
transferable by making a written request to the Trustee and, in the case of
Units evidenced by a certificate, by presentation and surrender of such
certificate to the Trustee properly endorsed or accompanied by a written
instrument or instruments of transfer. A Unitholder must sign such written
request, and such certificate or transfer instrument, exactly as his name
appears on the records of the Trustee and on the face of any certificate
representing the Units to be transferred with the signature guaranteed by a
participant in the Securities Transfer Agents Medallion Program ("
STAMP" ) or such other signature guarantee program in addition to, or in
substitution for, STAMP as may be accepted by the Trustee. In certain
instances the Trustee may require additional documents such as, but not
limited to, trust instruments, certificates of death, appointments as executor
or administrator or certificates of corporate authority. Certificates will be
issued in denominations of one Unit or any whole multiple thereof.
Although no such charge is now made or contemplated, the Trustee may require a
Unitholder to pay a reasonable fee for each certificate reissued or
transferred and to pay any governmental charge that may be imposed in
connection with each such transfer or interchange. Destroyed, stolen,
mutilated or lost certificates will be replaced upon delivery to the Trustee
of satisfactory indemnity, evidence of ownership and payment of expenses
incurred. Mutilated certificates must be surrendered to the Trustee for
replacement.
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. Proceeds
from the sale of Securities made to meet redemptions of Units shall be
segregated within the Capital Account of the Trust from proceeds from the sale
of Securities made to satisfy the fees, expenses and charges of the Trust.
Amounts to be credited to such Accounts are first converted into U.S. dollars
at the exchange rate for the relevant currency on the bid side value during
the secondary market.
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" in Part One. Proceeds received on the
sale of any Securities in the Trust, to the extent not used to meet
redemptions of Units or pay expenses or sales charges, 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. The Trustee is not required 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.
On or before the twenty-fifth 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. See
"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. Unitholders may elect to have each such distribution of
dividend income, capital gains and/or principal on their Units automatically
reinvested in additional Units of the Trust (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 may either contact his or
her broker or agent or file with the Trustee a written notice of election at
least five 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.
Reinvestment plan distributions may be reinvested in Units already held in
inventory by the Sponsor (see "Public Offering--Public Market" ) or,
until such time as additional Units cease to be issued by the Trust (see "
The Trust" ), distributions may be reinvested in such additional Units. If
Units are unavailable in the secondary market, distributions which would
otherwise have been reinvested shall be paid in cash to the Unitholder on the
applicable Distribution Date.
Purchases of additional Units made pursuant to the reinvestment plan will be
made subject to any remaining deferred sales charge based on the net asset
value for Units of the Trust as of the Evaluation Time on the related
Distribution Dates. Under the reinvestment plan, the Trust will pay the
Unitholder's distributions to the Trustee which in turn will purchase for such
Unitholder full and fractional Units of the Trust and will send such
Unitholder a statement reflecting the reinvestment.
Unitholders may also elect to have each distribution of income, capital gains
and/or capital on their Units automatically reinvested in shares of any Van
Kampen American Capital mutual funds (except for B shares) which are
registered in the Unitholder's state of residence. Such mutual funds are
hereinafter collectively referred to as the "Reinvestment Funds" .
Each Reinvestment Fund has investment objectives which differ in certain
respects from those of the Trust. The prospectus relating to each Reinvestment
Fund describes the investment policies of such fund and sets forth the
procedures to follow to commence reinvestment. A Unitholder may obtain a
prospectus for the respective Reinvestment Funds from Van Kampen American
Capital Distributors, Inc. at One Parkview Plaza, Oakbrook Terrace, Illinois
60181. Texas residents who desire to reinvest may request that a broker-dealer
registered in Texas send the prospectus relating to the respective fund.
After becoming a participant in a reinvestment plan, each distribution of
income, capital gains and/or capital on the participant's Units will, on the
applicable distribution date, automatically be applied, as directed by such
person, as of such distribution date by the Trustee to purchase shares (or
fractions thereof) of the applicable Reinvestment Fund at a net asset value as
computed as of the close of trading on the New York Stock Exchange on such
date. Unitholders with an existing Guaranteed Reinvestment Option (GRO)
Program account (whereby a sales charge is imposed on distribution
reinvestments) may transfer their existing account into a new GRO account
which allows purchases of Reinvestment Fund shares at net asset value as
described above. Confirmations of all reinvestments by a Unitholder into a
Reinvestment Fund will be mailed to the Unitholder by such Reinvestment Fund.
A participant may at any time prior to five days preceding the next succeeding
distribution date, by so notifying the Trustee in writing, elect to terminate
his or her reinvestment plan and receive future distributions on his or her
Units in cash. There will be no charge or other penalty for such termination.
The Sponsor, each Reinvestment Fund, and its investment adviser shall have the
right to suspend or terminate the reinvestment plan at any time.
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 frequently than annually, by independent certified public
accountants, and the report of such accountants shall be furnished by the
Trustee to Unitholders upon request. 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 requirements,
Unitholders will be furnished, upon request to the Trustee, evaluations of the
Securities in the Trust furnished to it by the Evaluator.
Redemption of Units. A Unitholder may redeem all or a portion of his Units by
tender to the Trustee at its Unit Investment Trust Division, 101 Barclay
Street, 20th Floor, New York, New York 10286 and, in the case of Units
evidenced by a certificate, by tendering such certificate to the Trustee, duly
endorsed or accompanied by proper instruments of transfer with signature
guaranteed (or by providing satisfactory indemnity, as in connection with
lost, stolen or destroyed certificates) and by payment of applicable
governmental charges, if any. No redemption fee will be charged. On the third
business day following such tender, the Unitholder will receive in cash an
amount for each Unit equal to the Redemption Price per Unit next computed
after receipt by the Trustee of such tender of Units and converted into U.S.
dollars as of the Evaluation Time set forth under "Summary of Essential
Financial Information" in Part One. The "date of tender" is deemed
to be the date of the next computation of the net asset value per Unit after
Units are received by the Trustee for redemption. No such computation will be
made on any day on which Securities representing greater than 33% (20% in the
case of Series 1) of the aggregate value of the Trust are not traded on the
principal trading exchange for such Securities due to a customary business
holiday on such exchange. Accordingly, purchases or redemptions of Units on
such a day will be based on the next determination of price of the Securities
(and the price of such Units would be the next computed Unit price). In
addition, foreign securities exchanges are open for trading on certain days
which are U.S. holidays on which the Trust will not transact business. The
Securities will continue to trade on those days and thus the value of Units
may be significantly affected on days when a Unitholder cannot sell or redeem
Units.
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.
In the event the Trust acquires any Securities traded in a United States
securities market, Unitholders tendering 1,000 or more Units for redemption
may request from the Trustee an in kind distribution ("In Kind
Distribution" ) of an amount and value of such Securities per Unit and cash
representing the pro rata portion of all foreign-traded Securities equal to
the Redemption Price per Unit as determined as of the evaluation next
following the tender. An In Kind Distribution on redemption of Units will be
made by the Trustee through the distribution of each of the U.S.-traded
Securities in book-entry form to the account of the Unitholder's bank or
broker-dealer at Depository Trust Company. The tendering Unitholder will
receive cash representing his pro rata portion of the foreign market-traded
Securities and his pro rata number of whole shares of each of the U.S.-traded
Securities comprising the Trust portfolio and cash from the Capital Account
equal to the fractional shares to which the tendering Unitholder is entitled.
The Trustee may adjust the number of shares of any issue of Securities
included in a Unitholder's In Kind Distribution to facilitate the distribution
of whole shares, such adjustment to be made on the basis of the value of
Securities on the date of tender. If funds in the Capital Account are
insufficient to cover the required cash distribution to the tendering
Unitholder, the Trustees may sell Securities according to the criteria
discussed above.
To the extent that Securities are redeemed in-kind or sold, the size of the
Trust will be, and the diversity of the Trust may be, reduced. Sales may be
required at a time when Securities would not otherwise be sold and may result
in lower prices than might otherwise be realized. 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. Special federal income tax consequences will result if a
Unitholder requests an In Kind Distribution. See "Federal Taxation."
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 sales
charges or 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 or foreign securities exchange this
evaluation is generally based on the closing sale prices on that exchange
(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, at the
closing bid 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 current bid price on the
over-the-counter market (unless these prices are inappropriate as a basis for
evaluation). If current bid prices are unavailable, the evaluation is
generally determined (a) on the basis of current 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 the
Equity Securities for redemptions and secondary market transactions is based
on the U.S. dollar value of the Securities computed on the basis of the bid
side value of the exchange rate for the relevant currency as of the Evaluation
Time.
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
- --------------------------------------------------------------------------
Sponsor Purchases of Units. The Trustee shall notify the Sponsor of any tender
of Units for redemption. If the Sponsor's bid in the secondary market at that
time equals 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 Sponsor may be tendered to the Trustee for
redemption as any other Units.
The offering price of any Units acquired by the Sponsor 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 Sponsor which likewise will bear any loss resulting from a lower
offering or redemption price subsequent to its acquisition of such Units.
Portfolio Administration. The portfolio of the Trust is not "managed"
by the Sponsor, Supervisor 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 frequent
changes in a portfolio of securities on the basis of economic, financial and
market analyses. The Trust, however, will not be managed. The Trust Agreement,
however, provides that the Sponsor may (but need not) direct the Trustee to
dispose of an Equity Security in certain events such as the issuer having
defaulted on the payment on any of its outstanding obligations or the price of
an Equity Security has declined to such an extent or other such credit factors
exist so that in the opinion of the Sponsor, the retention of such Securities
would be detrimental to the Trust. 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 qualifications of a regulated investment company, including the
requirements 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 acquired in exchange for Equity Securities such as those acquired
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 acquired 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 acquisition 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 required 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 liquidated at any time by consent of Unitholders representing
66 2/3% of the Trust Units then outstanding or by the Trustee when the value
of the Trust, as shown by any evaluation, is less than that amount set forth
under Minimum Termination Value in "Summary of Essential Financial
Information" in Part One. 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" in Part One.
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 Sponsor shall direct the liquidation of the Securities in such
manner as to effectuate orderly sales and a minimal market impact. In the
event the Sponsor does not so direct, the Securities shall be sold within a
reasonable period and in such manner as the Trustee, in its sole discretion,
shall determine. Written notice of any termination specifying the time or
times at which Unitholders may surrender their certificates for cancellation,
if any are then issued and outstanding, shall be given by the Trustee to each
Unitholder so holding a certificate at his address appearing on the
registration books of the Trust maintained by the Trustee. At least 30 days
before the Mandatory Termination Date the Trustee will provide written notice
thereof to all Unitholders and will include with such notice a form to enable
Unitholders owning 1,000 or more Units to request an In Kind Distribution of
any Securities which are traded in a United States securities market and cash
representing the pro rata portion of the foreign-traded Securities upon the
termination of the Trust. To be effective, this request must be returned to
the Trustee at least five business days prior to the Mandatory Termination
Date. On the Mandatory Termination Date (or on the next business day
thereafter if a holiday) the Trustee will deliver each requesting Unitholder's
pro rata portion of cash representing the foreign-traded Securities and his
pro rata number of whole shares of each of the U.S.-traded Securities in the
Trust to the account of the broker-dealer or bank designated by the Unitholder
at Depository Trust Company. The value of the Unitholder's fractional shares
of Securities will be paid in cash. Unitholders with less than 1,000 Units and
Unitholders with 1,000 or more Units not requesting In Kind Distribution will
receive a cash distribution from the sale of the remaining Securities within a
reasonable time following the Mandatory Termination Date. Regardless of the
distribution involved, 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
liquidation and any amounts required 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 required 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 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
willful misfeasance, bad faith or gross negligence (negligence in the case of
the Trustee) 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 required 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 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.
Sponsor. Van Kampen American Capital Distributors, Inc., a Delaware
corporation, is the Sponsor of the Trust. The Sponsor is an indirect
subsidiary of VK/AC Holding, Inc. VK/AC Holding, Inc. is a wholly owned
subsidiary of MSAM Holdings II, Inc., which in turn is a wholly owned
subsidiary of Morgan Stanley Group Inc.
On May 31, 1997, Morgan Stanley Group Inc. merged with and into Dean Witter,
Discover & Co. to create Morgan Stanley, Dean Witter, Discover & Co. ("
MSDWD" ), a global financial services firm with a market capitalization of
more than $21 billion. MSDWD, together with various of its directly and
indirectly owned subsidiaries, is engaged in a wide range of financial
services through three primary businesses: securities, asset management and
credit services. These principal businesses include securities underwriting,
distribution and trading; merger, acquisition, restructuring and other
corporate finance advisory activities; merchant banking; stock brokerage and
research services; asset management; trading of futures, options, foreign
exchange commodities and swaps (involving foreign exchange, commodities,
indices and interest rates); real estate advice, financing and investing;
global custody, securities clearance services and securities lending; and
credit card services. As of June 2, 1997, MSDWD, together with its affiliated
investment advisory companies, had approximately $270 billion of assets under
management and fiduciary advice.
Van Kampen American Capital Distributors, Inc. specializes in the underwriting
and distribution of unit investment trusts and mutual funds with roots in
money management dating back to 1926. The Sponsor is a member of the National
Association of Securities Dealers, Inc. and has offices at One Parkview Plaza,
Oakbrook Terrace, Illinois 60181, (630) 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 November 30, 1996 the total
stockholders' equity of Van Kampen American Capital Distributors, Inc. was
$129,451,000 (unaudited). (This paragraph relates only to the Sponsor and not
to the Trust or to any other Series thereof. The information is included
herein only for the purpose of informing investors as to the financial
responsibility of the Sponsor and its ability to carry out its contractual
obligations. More detailed financial information will be made available by the
Sponsor upon request.)
As of March 31, 1997, the Sponsor and its Van Kampen American Capital
affiliates managed or supervised approximately $58.45 billion of investment
products, of which over $11.85 billion is invested in municipal securities.
The Sponsor and its Van Kampen American Capital affiliates managed $47 billion
of assets, consisting of $29.23 billion for 59 open-end mutual funds (of which
46 are distributed by Van Kampen American Capital Distributors, Inc.) $13.4
billion for 37 closed-end funds and $4.97 billion for 106 institutional
accounts. The Sponsor has also deposited approximately $26 billion of unit
investment trusts. All of Van Kampen American Capital's open-end funds,
closed-ended funds and unit investment trusts are professionally distributed
by leading financial firms nationwide. 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 two million 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 shall 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 liquidate the Trust 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 unit investment trust
division 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.
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 required under any applicable state or federal statute,
rule or regulation (see "Rights of Unitholders--Reports Provided" ).
The Trustee is required 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. Kroll & Tract LLP 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.
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 Fund
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 OF CONTENTS
<TABLE>
<CAPTION>
Title Page
<S> <C>
The Trust............................. 3
Objectives and Securities Selection... 3
Trust Portfolio....................... 4
Risk Factors.......................... 5
Federal Taxation...................... 8
Trust Operating Expenses.............. 10
Public Offering....................... 11
Other Matters......................... 21
</TABLE>
This Prospectus contains information concerning the Fund and the Sponsor, but
does not contain all of the information set forth in the registration
statements and exhibits relating thereto, which the Fund 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
Part Two
Van Kampen American Capital Equity Opportunity Trust
Great International Firms Trust
Note: This Prospectus may be used only when accompanied by Part One. Both
parts of this Prospectus should be retained for future reference.
Dated as of the date of the Prospectus Part One
accompanying this Prospectus Part Two.
A Wealth of Knowledge A Knowledge of Wealth
VAN KAMPEN AMERICAN CAPITAL
One Parkview Plaza
Oakbrook Terrace, Illinois 60181
2800 Post Oak Boulevard
Houston, Texas 77056
Contents of Post-Effective Amendment
to Registration Statement
This Post-Effective Amendment to the Registration Statement
comprises the following papers and documents:
The facing sheet
The prospectus
The signatures
The Consent of Independent Accountants
Signatures
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Van Kampen American Capital Equity Opportunity Trust, Series
33, certifies that it meets all of the requirements for effectiveness of
this Registration Statement pursuant to Rule 485(b) under the Securities
Act of 1933 and has duly caused this Post-Effective Amendment to its
Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized, and its seal to be hereunto affixed and
attested, all in the City of Chicago and State of Illinois on the 25th
day of August, 1997.
Van Kampen American Capital Equity Opportunity
Trust, Series 33
(Registrant)
By Van Kampen American Capital Distributors,
Inc.
(Depositor)
By:Gina Costello
Assistant Secretary
(Seal)
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below on August
25, 1997 by the following persons who constitute a majority of the Board
of Directors of Van Kampen American Capital Distributors, Inc.:
Signature Title
Don G. Powell Chairman and Chief )
Executive Officer )
William R. Molinari President and Chief Operating )
Officer )
Ronald A. Nyberg Executive Vice President and )
General Counsel )
William R. Rybak Senior Vice President and )
Chief Financial Officer )
Gina Costello
(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.
Consent of Independent Certified Public Accountants
We have issued our report dated June 27, 1997 accompanying the
financial statements of Van Kampen American Capital Equity Opportunity
Trust, Series 33 as of April 30, 1997, and for the period then ended,
contained in this Post-Effective Amendment No. 1 to Form S-6.
We consent to the use of the aforementioned report in the Post-
Effective Amendment and to the use of our name as it appears under the
caption "Auditors".
Grant Thornton LLP
Chicago, Illinois
August 25, 1997
<TABLE> <S> <C>
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<NUMBER> 1
<NAME> GIFT
<CAPTION>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> APR-30-1997
<PERIOD-START> JUN-28-1996
<PERIOD-END> APR-30-1997
<INVESTMENTS-AT-COST> 25746222
<INVESTMENTS-AT-VALUE> 27890142
<RECEIVABLES> 572879
<ASSETS-OTHER> 0147280
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 28648515
<PAYABLE-FOR-SECURITIES> 18830
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 793513
<TOTAL-LIABILITIES> 812343
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 27836172
<SHARES-COMMON-STOCK> 2592067
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<OVERDISTRIBUTION-GAINS> 0
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<NET-ASSETS> 27836172
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 328114
<OTHER-INCOME> 0
<EXPENSES-NET> 400768
<NET-INVESTMENT-INCOME> (72654)
<REALIZED-GAINS-CURRENT> 69425
<APPREC-INCREASE-CURRENT> 2143920
<NET-CHANGE-FROM-OPS> 2140691
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (152400)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 103751
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 894209
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 4758
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 400768
<AVERAGE-NET-ASSETS> 27389068
<PER-SHARE-NAV-BEGIN> 9.68
<PER-SHARE-NII> (0.028)
<PER-SHARE-GAIN-APPREC> .827
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.739
<EXPENSE-RATIO> 0.015
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<AVG-DEBT-PER-SHARE> 0
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