VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST SER 49, 497, 1997-02-12

VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST SER 49
497, 1997-02-12

Previous: VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST SER 48, 497, 1997-02-12

Next: VAN KAMPEN MERRITT UTILITY INCOME TRUST SERIES 7, 497, 1997-02-12

Chapman and Cutler
111 West Monroe Street
Chicago, Illinois 60603

February 12, 1997

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-1004

Attn: Filing Desk, Stop 1-4

Re: Van Kampen American Capital Equity Opportunity Trust, Series 49
(File No. 333-20957) (CIK #896016)

Gentlemen:

In accordance with the requirements of Rule 497(b) of the General
Rules and Regulations under the Securities Act of 1933, there is filed a
form of Prospectus to be used in connection with the public offering of
the securities covered by the subject Registration Statement in the exact
form in which such Prospectus will be used.

Very truly yours,

CHAPMAN AND CUTLER

By Mark J. Kneedy

MJK/cjw
Enclosures

Van Kampen American Capital Distributors, Inc.
Unit Investment Trusts

Supplement to the Prospectus
Dated February 12, 1997

The Trust's Sponsor, Van Kampen American Capital Distributors, Inc.,
is an indirect subsidiary of Morgan Stanley Group Inc. On February 5,
1997, Morgan Stanley Group Inc. and Dean Witter, Discover & Co.
announced that they had entered into an Agreement and Plan of Merger to
form Morgan Stanley, Dean Witter, Discover & Co. Subject to certain
conditions being met, it is currently anticipated that the transaction
will close in mid-1997. Thereafter, Van Kampen American Capital
Distributors, Inc. will be an indirect subsidiary of Morgan Stanley,
Dean Witter, Discover & Co.

Dean Witter, Discover & Co. is a financial services company with
three major businesses: full service brokerage, credit services and
asset management of more than $100 billion in customer accounts.

February 10, 1997

VAN KAMPEN AMERICAN CAPITAL

<TABLE>
Van Kampen American Capital Equity Opportunity Trust, Series 49

<CAPTION>
<S> <C> <C>
Strategic Ten Trust Strategic Five Trust Strategic Fifteen Trust
United States Portfolio, Series 13 United States Portfolio, Series 7 Global Portfolio, Series 2
Strategic Thirty Trust
Global Portfolio, Series 2
</TABLE>

The Fund. Van Kampen American Capital Equity Opportunity Trust, 49 (the "
Fund") is comprised of the underlying separate unit investment trusts set
forth above (the "Trusts"). The Trusts offer investors the opportunity
to purchase Units representing proportionate interests in a fixed, diversified
portfolio of actively traded equity securities, including common stocks of
foreign issuers. The Strategic Ten Trust consists of common stocks of the ten
companies in the Dow Jones Industrial Average (the "DJIA") having the
highest dividend yield as of the close of business three business days prior
to the Initial Date of Deposit. The Strategic Five United States Trust
consists of common stocks of the five companies with the 2nd through 6th
lowest per share stock prices of the ten companies in the DJIA having the
highest dividend yield as of the close of business three business days prior
to the Initial Date of Deposit. The Strategic Thirty Global Trust consists of
thirty stocks which include the common stocks of the ten companies having the
highest dividend yield as of the close of business three business days prior
to the Initial Date of Deposit in each of the DJIA, the Financial Times
Industrial Ordinary Share Index (the "FT Index") and the Hang Seng
Index. The Strategic Fifteen Global Trust consists of fifteen common stocks
which include the five stocks in each of the DJIA, FT Index and Hang Seng
Index with the 2nd through 6th lowest per share stock prices of the ten
companies in each index having the highest dividend yield as of the close of
business three business days prior to the Initial Date of Deposit. The
publishers of these indexes have not participated in any way in the creation
of the Trusts or in the selection of stocks included in the Trusts and have
not approved any information herein relating thereto. The publishers of these
indexes have not granted to the Fund or the Sponsor a license to use these
indexes and are not affiliated with the Sponsor. Unless terminated earlier,
the Trusts will terminate on March 10, 1998 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. Upon liquidation, Unitholders may choose
to reinvest their proceeds into a subsequent Series of each Trust, if
available, at a reduced sales charge, to receive a cash distribution, or, in
the case of a United States, Strategic Thirty Global or Strategic Fifteen
Global Trust, to receive a pro rata distribution of the U.S.-traded securities
then included in such Trust plus cash representing any foreign Securities (if
they own the requisite number of Units).

Unless otherwise indicated, all amounts herein are stated in U.S. dollars. In
the case of the securities traded on a foreign securities exchange, these
amounts are computed on the basis of the applicable exchange rate.

Units of the Trusts are not deposits or obligations of, or guaranteed or
endorsed by, any bank and are not federally insured or otherwise protected by
the Federal Deposit Insurance Corporation, the Federal Reserve Board or any
other agency and involve investment risk, including the loss of the principal
amount invested.

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.

Attention Foreign Investors. If you are not a United States citizen or
resident, that portion of distributions treated as United States source income
will generally be subject to U.S. federal withholding taxes; however, under
certain circumstances treaties between the United States and other countries
may reduce or eliminate such withholding tax. However, that portion of
distributions not treated as United States source income will generally not be
subject to U.S. federal withholding tax. See "Taxation." Such
investors should consult their tax advisers regarding the imposition of U.S.
withholding on distributions.

Objective of the Fund. The objective of the Strategic Ten Trust is to provide
an above average total return through a combination of potential capital
appreciation and dividend income, consistent with the preservation of invested
capital, by investing in a portfolio of ten actively traded equity securities
having the highest dividend yield in the DJIA as of the close of business
three business days prior to the Initial Date of Deposit. The objective of the
Strategic Five Trust is to provide an above average total return through a
combination of potential capital appreciation and dividend income, consistent
with the preservation of invested capital, by investing in a portfolio of five
actively traded equity securities having the 2nd through 6th lowest per share
price of the ten companies in the DJIA having the highest dividend yield as of
the close of business three business days prior to the Initial Date of
Deposit. The objective of the Strategic Thirty Trust is to provide an above
average total return through a combination of potential capital appreciation
and dividend income, consistent with the preservation of invested capital, by
investing in a portfolio of the thirty actively traded equity securities
comprised of the ten stocks in each of the DJIA, FT Index and Hang Seng Index
having the highest dividend yield as of the close of business three business
days prior to the Initial Date of Deposit. The objective of the Strategic
Fifteen Trust is to provide an above average total return through a
combination of potential capital appreciation and dividend income, consistent
with the preservation of invested capital, by investing in a portfolio of
fifteen common stocks comprised of the five stocks in each of the DJIA, FT
Index and Hang Seng Index with the 2nd through 6th lowest per share stock
price of the ten companies in each index having the highest dividend yield as
of the close of business three business days prior to the Initial Date of
Deposit. See "Objectives and Securities Selection." Each Trust seeks
to achieve better performance than the related index for such Trust. There is,
of course, no guarantee that the objectives of the Trusts will be achieved.

Public Offering Price.The Public Offering Price of the Units of a Trust during
the initial offering period and for secondary market transactions after the
initial offering period includes the aggregate underlying value of the
Securities in such Trust's portfolio, the initial sales charge described
below, and cash, if any, in the Income and Capital Accounts held or owned by
such Trust. The initial sales charge is equal to the difference between the
maximum total sales charge (2.75% of the Public Offering Price) and the
maximum deferred sales charge ($0.175 per Unit). The monthly deferred sales
charge ($0.0175 per Unit) will begin accruing on a daily basis on March 11,
1997 and will continue to accrue through January 10, 1998. The monthly
deferred sales charge will be charged to each Trust, in arrears, commencing
April 11, 1997 and will be charged on the 11th day of each month thereafter
through January 11, 1998. Unitholders will be assessed that portion of the
deferred sales charge accrued from the time they became Unitholders of record.
Units purchased subsequent to the initial deferred sales charge payment will
be subject only to that portion of the deferred sales charge payments not yet
collected. This deferred sales charge will be paid from funds in the Capital
Account, if sufficient, or from the periodic sale of Securities. The total
maximum sales charge assessed to Unitholders on a per Unit basis will be
subject to reduction as set forth in "Public Offering--General". In
the case of the Global Trusts, the Public Offering Price per Unit is based on
the aggregate value of the foreign Securities computed on the basis of the
offering side value of the relevant currency exchange rate expressed in U.S.
dollars during the initial offering period and on the bid side value for
secondary market transactions. During the initial offering period, the sales
charge is reduced on a graduated scale for sales involving at least 5,000
Units of a Trust. If Units were available for purchase at the time stated in
the "Summary of Essential Financial Information", the Public Offering
Price per Unit for each Trust would have been that amount set forth under "
Summary of Essential Financial Information". Except as provided in "
Public Offering--Unit Distribution", the minimum purchase is 100 Units.
See "Public Offering".

Additional Deposits. The Sponsor may, from time to time for approximately one
month after the Initial Date of Deposit, deposit additional Securities in the
Trusts as provided under "The Fund".

Dividend and Capital Distributions. Distributions of dividends and capital, if
any, received by a Trust will be reinvested into additional Units, if then
available, on the applicable Distribution Date to Unitholders of record of
such Trust on the record date as set forth in the "Summary of Essential
Financial Information" . Unitholders may also elect to receive cash
distributions as provided under "Rights of Unitholders--Reinvestment
Option." The estimated initial distribution for each Trust will be that
amount set forth under "Summary of Essential Financial
Information--Estimated Initial Distribution" and will be made on August
25, 1997 to Unitholders of record on August 10, 1997. Gross dividends received
by a Trust will be distributed to Unitholders. Expenses of a Trust will be
paid with proceeds from the sale of Securities. For the consequences of such
sales, see "Taxation" and "Risk Factors." Additionally, upon
surrender of Units for redemption or termination of a Trust, the Trustee will
distribute to each Unitholder his pro rata share of such 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
currently intends to maintain a market for Units of the Trusts through August
11, 1997 and offer to repurchase such Units at prices which are based on the
aggregate underlying value of Equity Securities in the applicable Trust
(generally determined by the closing sale prices of the Securities) plus or
minus cash, if any, in the Capital and Income Accounts of such Trust. If a
secondary market is not maintained, a Unitholder may redeem Units at prices
based upon the aggregate underlying value of the Equity Securities in the
applicable Trust plus or minus a pro rata share of cash, if any, in the
Capital and Income Accounts of such Trust. See "Rights of
Unitholders--Redemption of Units" . Units sold or tendered for redemption
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 or redemption.

A Unitholder in a United States, Strategic Thirty Global or Strategic Fifteen
Global Trust tendering 1,000 or more Units for redemption may request a
distribution of shares of U.S.-traded Securities (reduced by customary
transfer and registration charges) plus cash representing any foreign
Securities. See "Rights of Unitholders--Redemption of Units".

Termination. The Fund will terminate approximately thirteen months after the
Initial Date of Deposit regardless of market conditions at that time.
Commencing on the Mandatory Termination Date, Securities will begin to be sold
in connection with the termination of the Trusts. The Sponsor will determine
the manner, timing and execution of the sale of the Securities. Written notice
of any termination of the Trusts shall be given by the Trustee to each
Unitholder at his address appearing on the registration books of the Trusts
maintained by the Trustee. At least 30 days prior to the Mandatory Termination
Date the Trustee will provide written notice thereof to all Unitholders and in
the case of a United States, Strategic Thirty Global or Strategic Fifteen
Global Trust will include with such notice a form to enable Unitholders of
such Trust to elect a distribution of shares of the U.S.-traded Securities
(reduced by customary transfer and registration charges) if such Unitholder
owns at least 1,000 Units of such Trust, rather than to receive payment in
cash for such Unitholder's pro rata share of the amounts realized upon the
disposition of such U.S.-traded Securities. Unitholders will receive cash
representing any foreign Securities and fractional shares. To be effective,
the election form, and any other documentation required by the Trustee, must
be returned to the Trustee at least five business days prior to the Mandatory
Termination Date. Unitholders of each of the Trusts may elect to become
Rollover Unitholders as described in "Special Redemption and Rollover in
New Fund" below. Rollover Unitholders will not receive the final
liquidation distribution but will receive units of a new Series of the Fund,
if one is being offered. Unitholders not electing the Rollover Option or a
distribution of shares of Securities (in the case of a United States,
Strategic Thirty Global or Strategic Fifteen Global Trust) will receive a cash
distribution from the sale of the remaining Securities within a reasonable
time after the Trusts are terminated. See "Fund 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 initially have their distributions reinvested into additional
Units of the applicable Trust subject only to the remaining deferred sales
charge payments as set forth below, if Units are available at the time of
reinvestment, or, upon request, either reinvested into an open-end management
investment company as described herein or distributed in cash. See "Rights
of Unitholders--Reinvestment Option".

Special Redemption and Rollover in New Fund. Unitholders will have the option
of specifying by the Rollover Notification Date stated in "Summary of
Essential Financial Information" to have all of their Units redeemed and
the distributed Securities sold by the Trustee, in its capacity as
Distribution Agent, on the Special Redemption Date. (Unitholders so electing
are referred to herein as "Rollover Unitholders".) The Distribution
Agent will appoint the Sponsor as its agent to determine the manner, timing
and execution of sales of underlying Securities. The proceeds of the
redemption will then be invested in Units of a new Series of the Fund (the
"1998 Fund"), if one is offered, at a reduced sales charge
(anticipated to be 1.75% of the Public Offering Price of the 1998 Fund). The
Sponsor may, however, stop offering units of the 1998 Fund at any time in its
sole discretion without regard to whether all the proceeds to be invested have
been invested. Cash which has not been invested on behalf of the Rollover
Unitholders in the 1998 Fund will be distributed shortly after the Special
Redemption Date. However, the Sponsor anticipates that sufficient Units will
be available, although moneys in this Fund may not be fully invested on the
next business day. The trusts included in the 1998 Fund are expected to
contain portfolios consisting of component stocks of the DJIA, FT Index or
Hang Seng Index selected in accordance with the indexing strategies of the
Trusts in the current Series of the Fund. Rollover Unitholders will receive
the amount of dividends in the applicable Income Account of each Trust which
will be included in the reinvestment in units of the 1998 Fund. The Sponsor
currently anticipates that a new series of the Fund will be created each month.

Risk Factors. An investment in the Fund 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. An investment in the Strategic Five Trust may subject a
Unitholder to additional risk due to the relative lack of diversity in its
portfolio because the portfolio contains only five stocks. Accordingly, Units
of the Strategic Five Trust may be subject to greater market risk than other
trusts which contain a more diversified portfolio of securities. For certain
risk considerations related to the Trusts, see "Risk Factors".

VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST, SERIES 49

Summary of Essential Financial Information
At the close of the relevant stock market on February 7, 1997

<TABLE>

<CAPTION>
<S> <C>
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>

<TABLE>
<CAPTION>
Strategic Strategic
Ten Five Strategic Strategic
United United Thirty Fifteen
States States Global Global
GENERAL INFORMATION Trust Trust Trust Trust
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Number of Units <F1>................................................... 15,000 15,000 30,000 15,000
Fractional Undivided Interest in the Trust per Unit <F1>............... 1/15,000 1/15,000 1/30,000 1/15,000
Public Offering Price:
Aggregate Value of Securities in Portfolio <F2>....................... $ 148,325 $ 148,652 $ 296,611 $ 148,641
Aggregate Value of Securities per Unit................................ $ 9.89 $ 9.91 $ 9.89 $ 9.91
Maximum Sales Charge <F3>............................................. $ .275 $ .275 $ .275 $ .275
Less Deferred Sales Charge per Unit................................... $ .175 $ .175 $ .175 $ .175
Public Offering Price per Unit <F3><F4>............................... $ 9.99 $ 10.01 $ 9.99 $ 10.01
Redemption Price per Unit <F5>......................................... $ 9.71 $ 9.73 $ 9.70 $ 9.73
Initial Secondary Market Repurchase Price per Unit <F5>................ $ 9.71 $ 9.73 $ 9.71 $ 9.73
Excess of Public Offering Price per Unit over Redemption Price per Unit $ .28 $ .28 $ .29 $ .28
Estimated Initial Distribution......................................... $ .12 $ .11 $ .20 $ .21
Estimated Annual Dividends per Unit <F6>............................... $ .30360 $ .27071 $ .42140 $ .42139
Estimated Annual Organizational Expenses per Unit <F7>................. $ .01664 $ .02021 $ .06894 $ .04830
Supervisor's Annual Supervisory Fee ................................... Maximum of $.0025 per Unit
Evaluator's Annual Evaluation Fee...................................... Maximum of $.0025 per Unit
Rollover Notification Date ............................................ February 10, 1998
Special Redemption Date................................................ March 10, 1998
Mandatory Termination Date ............................................ March 10, 1998
Minimum Termination Value.............................................. Each 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's deposits has exceeded $15,000,000,
then the Trust Agreement may be terminated if the net
asset value of the Trust is less than $3,000,000.
Trustee's Annual Fee <F8>.............................................. $.008 per Unit
Income and Capital Account Record Dates................................ August 10, 1997 and March 10, 1998
Income and Capital Account Distribution Dates.......................... August 25, 1997 and March 20, 1998
Evaluation Time........................................................ Close of the relevant stock market (generally 4:00 P.M.
New York time for a United States, Strategic Thirty or
Strategic Fifteen Trust.)

- ----------
<FN>
<F1>As of the close of business on any day on which the Sponsor is the sole
Unitholder of a Trust, the number of Units of such Trust may be adjusted so
that the Public Offering Price per Unit will equal approximately $10.
Therefore, to the extent of any such adjustment the fractional undivided
interest per Unit will increase or decrease accordingly from the amounts
indicated above.

<F2>Each Equity Security is valued at the closing sale price. The aggregate value
of Securities in each of the Global Trusts represents the U.S. dollar value
based on the offering side value of the currency exchange rates for the
related currency, at the applicable Evaluation Time on the date of this "
Summary of Essential Financial Information".

<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
for a Trust (2.75% of the Public Offering Price) and the amount of the maximum
deferred sales charge ($0.175 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. Units purchased subsequent to
the initial deferred sales charge payment will be subject only to that 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 2.75% of the Public Offering Price (2.828% of the aggregate value of the
Securities less the deferred sales charge). See the "Fee Table" below
and "Public Offering--Offering Price".

<F4>On the Initial Date of Deposit there will be no cash in the Income or Capital
Accounts. Anyone ordering Units after such date will have included in the
Public Offering Price a pro rata share of any cash in such Accounts. In the
case of the Global Trusts, the Public Offering Price per Unit is based on the
aggregate value of the foreign Securities computed on the basis of the
offering side value of the relevant currency exchange rate expressed in U.S.
dollars.

<F5>The Redemption Price per Unit and the Initial Secondary Market Repurchase
Price per Unit are reduced by the unpaid portion of the deferred sales charge.
In the case of the Global Trusts, the Redemption Price per Unit is based on
the aggregate value of the foreign Securities computed on the basis of the bid
side value of the relevant currency exchange rate expressed in U.S. dollars.

<F6>Estimated annual dividends are based on the most recently declared dividends
or, in the case of the foreign Securities in the Global Trusts, on the most
recent interim and final dividends declared taking into consideration any
foreign withholding taxes. Estimated Annual Dividends per Unit are based on
the number of Units, the fractional undivided interest in the Securities per
Unit and the aggregate value of the Securities per Unit as of the Initial Date
of Deposit. Investors should note that the actual annual dividends received
per Unit will vary from the estimated amount due to changes in the factors
described in the preceding sentence and actual dividends declared and paid by
the issuers of the Securities.

<F7>Each Trust (and therefore Unitholders of the respective Trust) 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 the life of the Trusts. See "Fund Operating Expenses"
and "Statements of Condition". Historically, the sponsors of unit
investment trusts have paid all of the costs of establishing such trusts.
Estimated Annual Organizational Expenses per Unit have been estimated based on
a projected trust size of $30,000,000, $15,000,000, $4,000,000 and $6,000,000
for the Strategic Ten United States, Strategic Five United States, Strategic
Thirty Global and Strategic Fifteen Global Trusts. To the extent a Trust is
larger or smaller, the actual organizational expenses paid by such Trust (and
therefore by its Unitholders) will vary from the estimated amount set forth
above.

<F8>In connection with the Strategic Thirty and Strategic Fifteen Trusts the
Trustee will receive additional annual compensation, payable at the end of the
initial offering and in monthly installments thereafter, of $1.10 per $1,000
of market value of Equity Securities traded on the Hong Kong Stock Exchange
held in a sub-custodian account at month end.
</TABLE>

FEE TABLE

This Fee Table is intended to assist investors in understanding the costs and
expenses that an investor in a Trust will bear directly or indirectly. See
"Public Offering--Offering Price" and "Fund Operating Expenses".
Although each Trust has a term of approximately thirteen months, and is a
unit investment trust rather than a mutual fund, this information is presented
to permit a comparison of fees. The examples below assume that the principal
amount of and distributions on an investment are rolled over each year into a
new Series subject only to the anticipated reduced sales charge applicable to
Rollover Unitholders. See "Right of Unitholders--Special Redemption and
Rollover in New Fund." Investors should note that while these examples are
based on the public offering price and the estimated fees for the current
Trust series, the actual public offering price and fees for any new Series
created in the future periods indicated could vary from those of the current
Trust series.

<TABLE>
<CAPTION>
Strategic Strategic
Ten Five Strategic Strategic
United United Thirty Fifteen
States States Global Global
Trust Trust Trust Trust
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Unitholder Transaction Expenses (as a percentage of offering price)
Initial Sales Charge Imposed on Purchase<F1>.............................. 1.00% 1.00% 1.00% 1.00%
Deferred Sales Charge<F2>................................................. 1.75% 1.75% 1.75% 1.75%
------------- ------------- ------------- -------------
Maximum Sales Charge...................................................... 2.75% 2.75% 2.75% 2.75%
============= ============= ============= =============
Maximum Sales Charge Imposed on Reinvested Dividends<F3>.................. 1.75% 1.75% 1.75% 1.75%
============= ============= ============= =============
Estimated Annual Fund Operating Expenses (as a percentage of aggregate
value)
Trustee's Fee............................................................. 0.081% 0.081% 0.081% 0.081%
Portfolio Supervision and Evaluation Fees................................. 0.051% 0.050% 0.051% 0.050%
Organizational Costs...................................................... 0.168% 0.204% 0.697% 0.487%
Other Operating Expenses.................................................. 0.035% 0.035% 0.072% 0.072%
------------- ------------- ------------- -------------
Total..................................................................... 0.335% 0.370% 0.901% 0.690%
============= ============= ============= =============
</TABLE>

<TABLE>
An investor would pay the following expenses on a $1,000 investment,
assuming a 5% annual return and redemption at the end of each time period.

<CAPTION>
Strategic Strategic
Ten Five Strategic Strategic
United United Thirty Fifteen
States States Global Global
Cumulative Expenses Paid for Period of: Trust Trust Trust Trust
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
1 Year...................................$ 31 $ 31 $ 37 $ 34
3 Years..................................$ 74 $ 75 $ 91 $ 84
5 Years.................................. N/A N/A N/A N/A
10 Years................................. N/A N/A N/A N/A

Example

The examples assume reinvestment of all dividends and distributions and
utilize a 5% annual rate of return as mandated by Securities and Exchange
Commission regulations applicable to mutual funds. For purposes of the
examples, the deferred sales charge imposed on reinvestment of dividends is
not reflected until the year following payment of the dividend; the cumulative
expenses would be higher if sales charges on reinvested dividends were
reflected in the year of reinvestment. The examples should not be considered
representations of past or future expenses or annual rate of return; the
actual expenses and annual rate of return may be more or less than those
assumed for purposes of the examples.

- ----------
<FN>
<F1>The Initial Sales Charge is actually the difference between Maximum Sales
Charge (2.75% of the Public Offering Price) and the maximum deferred sales
charge ($.175 per Unit) and would exceed 1.00%, as applicable, if the Public
Offering Price exceeds $10 per Unit.

<F2>The actual fee is $0.0175 per Unit per month, irrespective of purchase or
redemption price, deducted over the 10 months commencing April 11, 1997. If a
holder sells or redeems Units before all of these deductions have been made,
the balance of the deferred sales charge payments remaining will be deducted
from the sales or redemption proceeds. If Unit price exceeds $10 per Unit, the
deferred portion of the sales charge will be less than 1.75%; if Unit price is
less than $10 per Unit, the deferred portion of the sales charge will exceed
1.75%. Units purchased subsequent to the initial deferred sales charge payment
will be subject to only that portion of the deferred sales charge payments not
yet collected.

<F3>Reinvested dividends will be subject only to the deferred sales charge
remaining at the time of reinvestment. See "Rights of
Unitholders--Reinvestment Option".
</TABLE>

THE FUND

- --------------------------------------------------------------------------

Van Kampen American Capital Equity Opportunity Trust, 49 is comprised of the
following separate underlying unit investment trusts: Strategic Ten Trust
United States Portfolio, Series 13 (the "Strategic Ten United States
Trust"), Strategic Five Trust United States Portfolio, Series 7 (the "
Strategic Five United States Trust"), Strategic Thirty Trust Global
Portfolio, Series 2 (the "Strategic Thirty Global Trust") and
Strategic Fifteen Trust Global Portfolio, Series 2 (the "Strategic Fifteen
Global Trust"). The Strategic Ten United States Trust is referred to
herein as the "Strategic Ten Trust," the Strategic Five United States
Trust is referred to herein as the "Strategic Five Trust," the
Strategic Thirty Global Trust is referred to herein as the "Strategic
Thirty Trust," and the Strategic Fifteen Global Trust is referred to
herein as the "Strategic Fifteen Trust." The Strategic Ten United
States Trust and Strategic Five United States Trust are referred to herein as
the "United States Trusts." The Strategic Thirty Global Trust and
Strategic Fifteen Global Trust are referred to herein as the "Global
Trusts".

The Fund was created under the laws of the State of New York pursuant to a
Trust Indenture and Trust Agreement (the "Trust Agreement"), dated the
date of this Prospectus (the "Initial Date of Deposit"), among Van
Kampen American Capital Distributors, Inc., as Sponsor, Van Kampen American
Capital Investment Advisory Corp., as Supervisor, The Bank of New York, as
Trustee, and American Portfolio Evaluation Services, a division of Van Kampen
American Capital Investment Advisory Corp., as Evaluator.

The Fund offers investors the opportunity to purchase Units representing
proportionate interests in portfolios of actively traded equity securities
which are components of the DJIA, the FT Index, or the Hang Seng Index. The
Strategic Ten Trust consists of common stocks of the ten companies in the DJIA
having the highest dividend yield as of the close of business three business
days prior to the Initial Date of Deposit. The Strategic Five Trust consists
of common stocks of the five companies having the 2nd through 6th lowest per
share price of the ten companies in the DJIA having the highest dividend yield
as of the close of business three business days prior to the Initial Date of
Deposit. The Strategic Thirty Global Trust consists of thirty stocks which
include the common stocks of the ten companies in each of the DJIA, FT Index
and Hang Seng Index having the highest dividend yield as of the close of
business three business days prior to the Initial Date of Deposit. The
Strategic Fifteen Trust consists of fifteen common stocks which include the
five stocks in each of the DJIA, FT Index and Hang Seng Index with the 2nd
through 6th lowest per share stock price of the ten companies in each index
having the highest dividend yield as of the close of business three business
days prior to the Initial Date of Deposit.

These yields are historical and there is no assurance that any dividends will
be declared or paid in the future on the Securities in the Trusts. See "
Risk Factors" . As used herein the terms "Equity Securities" and
"Securities" mean the securities (including contracts to purchase such
securities) listed in "Portfolio" for each Trust and any additional
securities deposited into each Trust as provided herein. The publishers of the
indexes described herein have not participated in any way in the creation of
the Fund or in selection of the stocks included in the Trusts and have not
approved any information herein relating thereto. The Fund may be an
appropriate medium for investors who desire to participate in portfolios of
common stocks with greater diversification than they might be able to acquire
individually and who are seeking to achieve a better performance than the
related indexes through an investment in the highest dividend yielding stocks
of these indexes. An investment in approximately equal values of such stocks
each year has in most instances provided a higher total return than
investments in all of the stocks which are components of the respective
indexes. See "Trust Portfolios". Unless terminated earlier, the Trusts
will terminate on the Mandatory Termination Date set forth under "Summary
of Essential Financial Information" 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. Upon liquidation, Unitholders may choose
either to reinvest their proceeds into a subsequent Series of the Trusts, if
available, at a reduced sales charge, to receive, in the case of a United
States Trust, a pro rata distribution of the Securities then included in such
Trust (if they own the requisite minimum number of Units) or to receive a cash
distribution.

On the Initial Date of Deposit, the Sponsor deposited with the Trustee the
Securities indicated under "Portfolios" herein, including delivery
statements relating to contracts for the purchase of certain such Securities
and an irrevocable letter of credit issued by a financial institution in the
amount 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 that number of Units of the Trusts
indicated in "Summary of Essential Financial Information". Unless
otherwise terminated as provided in the Trust Agreement, the Trusts will
terminate on the Mandatory Termination Date, and Securities then held will
within a reasonable time thereafter be liquidated or distributed by the
Trustee.

Additional Units of a Trust may be issued at any time by depositing in such
Trust (i) additional Securities, (ii) contracts to purchase securities
together with cash or irrevocable letters of credit or (iii) cash (including a
letter of credit) with instructions to purchase additional Securities. As
additional Units are issued by a Trust, the aggregate value of the Securities
in such Trust will be increased and the fractional undivided interest in such
Trust represented by each Unit will be decreased. The Sponsor may continue to
make additional deposits of Securities or cash with instructions to purchase
additional Securities into a Trust following the Initial Date of Deposit,
provided that such additional deposits will be in amounts which will maintain,
as nearly as practicable, the same percentage relationship among the number of
shares of each Equity Security in such Trust's portfolio that existed
immediately prior to any such subsequent deposit. Any deposit by the Sponsor
of additional Equity Securities will duplicate, as nearly as is practicable,
this actual proportionate relationship and not the original proportionate
relationship on the Initial Date of Deposit, since the actual proportionate
relationship may be different than the original proportionate relationship.
Any such difference may be due to the sale, redemption or liquidation of any
of the Equity Securities deposited in a Trust on the Initial, or any
subsequent, Date of Deposit. If the Sponsor deposits cash, however, 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 or
acquisition 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.

Each Unit of a Trust initially offered represents an undivided interest in
such Trust. To the extent that any Units are redeemed by the Trustee or
additional Units are issued as a result of additional Securities being
deposited by the Sponsor, the fractional undivided interest in a Trust
represented by each unredeemed Unit will increase or decrease accordingly,
although the actual interest in such 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

- --------------------------------------------------------------------------

The objective of the Strategic Ten Trust is to provide an above average total
return through a combination of potential capital appreciation and dividend
income, consistent with the preservation of invested capital, by investing in
a portfolio of ten actively traded equity securities having the highest
dividend yield in the DJIA as of the close of business three business days
prior to the Initial Date of Deposit. The objective of the Strategic Five
Trust is to provide an above average total return through a combination of
potential capital appreciation and dividend income, consistent with the
preservation of invested capital, by investing in a portfolio of five actively
traded equity securities having the 2nd through 6th lowest per share price of
the ten companies in the DJIA having the highest dividend yield as of the
close of business three business days prior to the Initial Date of Deposit.
The objective of the Strategic Thirty Trust is to provide an above average
total return through a combination of potential capital appreciation and
dividend income, consistent with the preservation of invested capital, by
investing in a portfolio of the thirty actively traded equity securities
comprised of the ten stocks in each of the DJIA, FT Index and Hang Seng Index
having the highest dividend yield as of the close of business three business
days prior to the Initial Date of Deposit. The objective of the Strategic
Fifteen Trust is to provide an above average total return through a
combination of potential capital appreciation and dividend income, consistent
with the preservation of invested capital, by investing in a portfolio of
fifteen common stocks comprised of the five stocks in each of the DJIA, FT
Index and Hang Seng Index with the 2nd through 6th lowest per share stock
price of the ten companies in each index having the highest dividend yield as
of the close of business three business days prior to the Initial Date of
Deposit.

In seeking the Trusts' objectives, the Sponsor also considered the ability of
the Equity Securities to outpace inflation. While inflation is currently
relatively low, the United States has historically experienced periods of
double-digit inflation. While the prices of equity securities will fluctuate,
over time equity securities have outperformed the rate of inflation, and other
less risky investments, such as government bonds and U.S. Treasury bills. Past
performance is, however, no guarantee of future results.

The companies represented in the Trusts are some of the most well-known and
highly capitalized companies in the United States, the United Kingdom and Hong
Kong. An investment in approximately equal values of the ten highest yielding
stocks in the Dow Jones Industrial Average for a period of one year would
have, in 18 of the last 25 years, yielded a higher total return than an
investment in all of the stocks comprising the Dow Jones Industrial Average.
An investment in approximately equal values of the five companies having the
2nd through 6th lowest per share price of the ten highest yielding stocks in
the Dow Jones Industrial Average for a period of one year would have, in 19 of
the last 25 years, yielded a higher total return than an investment in all of
the stocks comprising the Dow Jones Industrial Average. An investment in
approximately equal values of the thirty stocks comprised of the ten highest
yielding stocks in each of the DJIA, FT Index and Hang Seng Index for a period
of one year would have yielded a higher total return in 14, 12 and 8 of the
last 19 years than an investment in all of the stocks comprising the DJIA, FT
Index and Hang Seng Index, respectively. An investment in approximately equal
values of the fifteen stocks comprised of the five stocks having the 2nd
through 6th lowest per share price of the ten highest yielding stocks in each
of the DJIA, FT Index and Hang Seng Index for a period of one year would have
yielded a higher total return in 12, 12 and 8 of the last 19 years than an
investment in all of the stocks comprising the DJIA, FT Index and Hang Seng
Index, respectively. See the table entitled "Comparison of Total
Returns" for the applicable Trust under "Trust Portfolios". It
should be noted that the foregoing yield comparisons do not take into account
any expenses or sales commissions which would arise from an investment in
Units of the Trusts. The Trusts seek to achieve better performances than the
related indexes through similar investment strategy. Investment in a number of
companies having high dividends relative to their stock prices (usually
because their stock prices are undervalued) is designed to increase each
Trust's potential for higher returns. There is, of course, no assurance that a
Trust (which includes expenses and sales charges) will achieve its objective.

The Global Trusts may be suitable for investors who seek to diversify their
equity holdings with investments in foreign equity securities. Today's
international market offers many opportunities. Foreign equity markets (as
measured by the Morgan Stanley Capital International Europe, Asia, Far East
Index) have outperformed U.S. markets (as measured by the Standard & Poor's
500 Index) in 15 of the past 25 years. International markets can experience
different performances and while some markets may be experiencing rapid
growth, others may be in temporary declines. These market movements may offer
attractive growth potential and possible portfolio diversification for
investors seeking to add to their existing equity portfolio. The Global Trusts
seek to combine the growth potential of undervalued stocks with the strength
of stocks listed on a foreign stock market index. Typically, companies listed
on a major market index are widely recognized, firmly established and
financially strong. Therefore, when undervalued, these stocks may provide
investors with significant growth opportunities.

Investors will be subject to taxation on the dividend income received by the
Trusts and on gains from the sale or liquidation of Securities. The tax
consequences affecting Unitholders will vary in each of the respective Trusts
(see "Taxation"). Investors should be aware that there is not any
guarantee that the objective of the Trusts will be achieved because it is
subject to the continuing ability of the respective issuers 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 Securities will pay
dividends on outstanding common shares. Any distribution of income will
generally depend upon the declaration of dividends by the issuers of the
Securities and the declaration of any dividends depends upon several factors
including the financial condition of the issuers and general economic
conditions. In addition, a decrease in the value of the foreign currencies in
which the foreign Securities are denominated relative to the U.S. dollar will
adversely affect the value of the related Global Trust's assets and income and
the value of the Units of that Trust. See "Risk Factors".

Investors should note that the above criteria were applied to the Securities
for inclusion in the Trusts as of three business days prior to the Initial
Date of Deposit. Subsequent to this date, the Securities may no longer be
included in the Dow Jones Industrial Average, FT Index, or Hang Seng Index,
may not be providing one of the ten highest dividend yields within these
indexes or may not have one of the 2nd through 6th lowest per share prices
within the relevant index. Should a Security no longer be included in these
indexes or meet the criteria used for selection for a Trust, such Security
will not as a result thereof be removed from a Trust portfolio.

Investors should be aware that the Fund 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
"Fund Administration--Portfolio Administration"). In addition,
Securities will not be sold by a 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 three
business days prior to the date the Securities were purchased by the Trusts.
The Trusts may continue to 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 Trusts.

TRUST PORTFOLIOS

- --------------------------------------------------------------------------

The Strategic Ten Trust consists of common stocks of the ten companies in the
DJIA having the highest dividend yield as of the close of business three
business days prior to the Initial Date of Deposit. The Strategic Five Trust
consists of the five common stocks with the 2nd through 6th lowest per share
stock price of the ten companies in the DJIA having the highest dividend yield
as of the close of business three business days prior to the Initial Date of
Deposit. The Strategic Thirty Global Trust consists of thirty stocks which
include the common stocks of the ten companies in each of the DJIA, FT Index
and Hang Seng Index having the highest dividend yield as of the close of
business three business days prior to the Initial Date of Deposit. The
Strategic Fifteen Trust consists of fifteen common stocks which include the
five stocks in each of the DJIA, FT Index and Hang Seng Index with the 2nd
through 6th lowest per share stock price of the ten companies in each index
having the highest dividend yield as of the close of business three business
days prior to the Initial Date of Deposit.

In the case of the securities traded on the New York Stock Exchange, the yield
for each Equity Security was calculated by annualizing the last dividend paid
and dividing the result by the market value of the Equity Security as of the
close of business three business days prior to the Initial Date of Deposit. In
the case of securities traded on a foreign securities exchange, the yield for
each Equity Security was calculated by adding together the most recent interim
and final dividends paid (foreign companies generally pay one interim and one
final dividend per fiscal year) and dividing the result by the market value of
the Equity Security as of the close of business three business days prior to
the Initial Date of Deposit. An investment in each Trust involves the purchase
of a quality portfolio of attractive equities with high dividend yields in one
convenient purchase.

Each Trust consists (a) of the Equity Securities (including contracts for the
purchase thereof) listed under the applicable "Portfolio" as may
continue to be held from time to time in such Trust, (b) any additional Equity
Securities acquired and held by such Trust pursuant to the provisions of the
Trust Agreement and (c) any cash held in the related Income and Capital
Accounts. Neither the Sponsor nor the Trustee shall be liable in any way for
any failure in any of the Equity Securities. However, should any contract for
the purchase of any of the Equity Securities initially deposited hereunder
fail, the Sponsor will, unless substantially all of the moneys held in such
Trust to cover such purchase are reinvested in substitute Equity Securities in
accordance with the Trust Agreement, refund the cash and sales charge
attributable to such failed contract to all Unitholders on or before the next
scheduled distribution date.

The United States Trusts

- --------------------------------------------------------------------------
The Dow Jones Industrial Average. The Dow Jones Industrial Average ("
DJIA" ) was first published in The Wall Street Journal in 1896. Initially
consisting of just 12 stocks, the DJIA expanded to 20 stocks in 1916 and its
present size of 30 stocks on October 1, 1928. The companies which make up the
DJIA have remained relatively constant over the life of the DJIA. Taking into
account name changes, 9 of the original DJIA companies are still in the DJIA
today. For two periods of 17 consecutive years, March 14, 1939-July 1956 and
June 1, 1959-August 6, 1976, there were no changes to the list. The following
is the list as it currently appears:

<TABLE>

<CAPTION>
<S> <C>
Allied Signal Goodyear Tire & Rubber Company
Aluminum Company of America International Business Machines Corporation
American Express Company International Paper Company
AT&T Corporation J.P. Morgan & Company, Inc.
Bethlehem Steel Corporation McDonald's Corporation
Boeing Company Merck & Company, Inc.
Caterpillar, Inc. Minnesota Mining & Manufacturing Company
Chevron Corporation Philip Morris Companies, Inc.
Coca-Cola Company Procter & Gamble Company
Walt Disney Company Sears, Roebuck and Company
E.I. du Pont de Nemours & Company Texaco, Inc.
Eastman Kodak Company Union Carbide Corporation
Exxon Corporation United Technologies Corporation
General Electric Company Westinghouse Electric Corporation
General Motors Corporation Woolworth Corporation
</TABLE>

Strategic Ten United States Trust Portfolio

The Strategic Ten United States Trust consists of common stocks of those ten
companies in the Dow Jones Industrial Average which had the highest dividend
yield as of the close of business three business days prior to the Initial
Date of Deposit. The Strategic Ten United States Trust consists of common
stocks of the following ten companies:

AT&T Corporation. AT&T Corporation provides communication services and
products. The company's products consist of network equipment and computer
systems, which service businesses, consumers, communication services providers
and government agencies. AT&T is involved in basic research as well as product
and service development and offers a general-purpose credit card and financial
and leasing services.

Chevron Corporation. Chevron Corporation is an international oil company with
activities in the United States and abroad. The company is involved in
worldwide, integrated petroleum operations which consist of exploring for,
developing and producing petroleum liquids and natural gas as well as
transporting the products. The company is also active in the mineral and
chemical industry.

Exxon Corporation. Exxon Corporation explores for and produces crude oil and
natural gas and manufactures petroleum products. The company explores for and
mines coal and minerals, and transports/sells crude oil, natural gas and
petroleum products. Operations are worldwide.

General Motors Corporation. General Motors Corporation manufactures and sells
vehicles worldwide under the brands "Chevrolet", "Buick", "
Cadillac", "Oldsmobile", "Pontiac", "Saturn" and
"GMC" trucks.

Goodyear Tire & Rubber Company. Goodyear Tire & Rubber Company manufactures
tires and rubber automobile parts. The company produces new and retread tires,
inner tubes, automotive belts and hoses, molded parts and foam cushioning.
Goodyear sells its tires to automobile manufacturers and through retail stores
to the replacement market.

International Paper Company. International Paper Company manufactures paper,
paperboard, packaging products, wood pulp, lumber, photosensitive films and
chemicals. The company produces writing and office supply products, envelopes,
business forms, photographic supplies and building products. International
Paper sells its products in the United States, Europe and the Pacific Rim.

J.P. Morgan & Company, Inc. J. P. Morgan & Company, Inc., through
subsidiaries, offers financial services to corporations, governments,
financial institutions, institutional investors, professional firms,
privately-held companies and individuals. The company offers loans, advises on
mergers, acquisitions and privatizations, underwrites debt and equity issues
and deals in government-issued securities worldwide.

Minnesota Mining & Manufacturing Company. Minnesota Mining & Manufacturing
Company is a diversified manufacturer of industrial, commercial and healthcare
products. The company produces and markets more than 60,000 products worldwide.

Philip Morris Companies, Inc. Philip Morris Companies, Inc. has five principal
operating companies which include Philip Morris U.S.A., Philip Morris
International, Inc., Kraft Foods, Inc., Miller Brewing Company and Philip
Morris Capital Corporation. Philip Morris Capital Corporation provides
financial services.

Texaco, Inc. Texaco, Inc. and its subsidiaries, explore for, produce,
transport, refine and market crude oil, natural gas and petroleum products,
including petrochemicals, worldwide. The company owns, leases or has interests
in extensive production, manufacturing, marketing, transportation and other
facilities throughout the world.

The following table sets forth a comparison of the total return of the ten
highest yielding DJIA common stocks (the "DJIA Ten" ) with those of all
common stocks comprising the DJIA and with short-term U.S. Treasury
obligations. It should be noted that the common stocks comprising the DJIA Ten
may not be the same stocks from year to year and may not be the same common
stocks as those included in the Strategic Ten United States Trust.

<TABLE>
COMPARISON OF TOTAL RETURNS*

<CAPTION>
Dow Jones U.S. Treasury
Industrial Bill Index
DJIA Ten Average (12 Month)
--------------- ---------------- --------------
Total Return Total Return Total Return
Year <F1> <F1> <F2>
- -------- --------------- ---------------- --------------
<S> <C> <C> <C> <C> <C> <C>
1972 23.32% 18.21% 3.80%
1973 3.96 (13.12) 6.90
1974 (0.72) (23.14) 8.00
1975 56.52 44.40 5.80
1976 34.93 22.72 5.10
1977 (1.75) (12.70) 5.10
1978 0.12 2.69 7.20
1979 12.37 10.52 10.40
1980 27.23 21.41 11.20
1981 7.52 (3.40) 14.70
1982 26.03 25.79 10.50
1983 38.75 25.65 8.80
1984 11.82 1.08 9.80
1985 29.45 32.78 7.70
1986 35.77 26.92 6.20
1987 5.93 6.02 5.50
1988 24.75 15.95 6.30
1989 25.08 31.71 8.40
1990 (7.57) (0.58) 7.80
1991 34.86 23.93 5.60
1992 7.85 7.35 3.50
1993 26.93 16.74 2.90
1994 4.12 4.95 3.90
1995 36.58 36.49 5.60
1996 28.05 28.58 4.95

* Source: Barron's, Bloomberg L.P., Dow Jones Corporation and Ibbotson
Associates. The Sponsor has not independently verified this data but has no
reason to believe that this data is incorrect in any material respect.
Reasonable assumptions were relied on where data was either unavailable or
only partially available and these assumptions could have a material impact on
the historical performance calculations.

- ----------
<FN>
<F1>The DJIA Ten for each period were identified by ranking the dividend yield for
each of the stocks in the DJIA by annualizing the last dividend paid (the last
dividend declared was used in cases when the stock was trading ex-dividend as
of the last day of the year) and dividing the result by the stock's market
value on the first day of trading on the New York Stock Exchange in the
period. Total Return for each period was calculated by taking the difference
between period-end prices and prices at the end of the following period
(adjusted for any stock splits and corporate spinoffs) and adding dividends
for the period. Historical total returns thus represent actual stocks and real
time; the results illustrate what an investor would have obtained had the
investor been invested in the related stocks in the periods indicated. Total
Return does not take into consideration any sales charges, commissions,
expenses or taxes that will be incurred by the Trust.

<F2>Each month a one-bill portfolio containing the shortest-term bill having not
less than one month to maturity is constructed. (The bill's original term to
maturity is not relevant.) To measure holding period returns for the one-bill
portfolio, the bill is priced as of the last trading day of the previous
month-end and as of the last trading day of the current month. The total
return on the bill is then the month-end price divided by the previous
month-end price, minus one.
</TABLE>

Based on the total returns set forth in the table above, the average annual
total returns for the DJIA Ten for the most recent three, five, ten, twenty
and twenty-five year periods was 22.11%, 20.04%, 17.78%, 17.85% and 18.64%,
respectively. On the other hand, based on the total returns set forth in the
table above, the average annual total returns for the DJIA for the most recent
three, five, ten, twenty and twenty-five year periods was 22.58%, 18.21%,
16.50%, 14.27% and 12.76%, respectively. Based on the total returns set forth
in the table above, the average annual total return for the 12-month U.S.
Treasury Bills Index for the most recent twenty-five year period was 6.99%.

The returns shown above represent past performance and are not guarantees of
future performance and should not be used as a predictor of returns to be
expected in connection with the Strategic Ten United States Trust. Among other
factors, both stock prices (which may appreciate or depreciate) and dividends
(which may be increased, reduced or eliminated) will affect the returns. Had
the portfolio been available over the periods indicated in the above table,
after deductions for expenses and sales charges and not accounting for taxes,
it would have underperformed the DJIA in 11 of the last 25 years and there can
be no assurance that the Strategic Ten United States Trust will outperform the
DJIA over the life of such Trust or over consecutive rollover periods, if
available. A Unitholder in the Strategic Ten United States Trust would not
necessarily realize as high a total return on an investment in the stocks upon
which the returns shown above are based. The total return figures shown above
do not reflect sales charges, commissions, Trust expenses or taxes, and such
Trust may not be able to invest equally in the DJIA Ten and may not be fully
invested at all times.

The chart below represents past performance of the DJIA and the DJIA Ten (but
does not represent possible performance of the Strategic Ten United States
Trust which, as indicated above, includes certain expenses and commissions not
included in the chart) and should not be considered indicative of future
results. Further, results are hypothetical. The chart assumes that all
dividends during a year (including those on stocks trading ex-dividend as of
the last day of the year) are reinvested at the end of that year and does not
reflect sales charges, commissions, expenses or income taxes. Based on the
foregoing assumptions, the average annual returns (which represent the
percentage return derived by taking the sum of the initial investment and all
appreciation and dividends for the specified investment period) during the
period referred to in the table were 18.64% and 12.76% for the DJIA Ten and
the DJIA, respectively. There can be no assurance that the Strategic Ten
United States Trust will outperform the DJIA over its life or over consecutive
rollover periods, if available.

<TABLE>
Value of $10,000 Invested January 1, 1972

<CAPTION>
Period DJIA Ten DJIA
- --------- ------------- ------------
<S> <C> <C>
1972 $ 12,332 $ 11,821
1973 12,820 10,270
1974 12,728 7,894
1975 19,922 11,398
1976 26,881 13,988
1977 26,410 12,212
1978 26,442 12,540
1979 29,713 13,859
1980 37,804 16,827
1981 40,646 16,254
1982 51,227 20,446
1983 71,077 25,691
1984 79,478 25,968
1985 102,885 34,481
1986 139,687 43,763
1987 147,970 46,398
1988 184,593 53,798
1989 230,888 70,857
1990 213,410 70,447
1991 287,805 87,304
1992 310,398 93,721
1993 393,988 109,410
1994 410,220 114,826
1995 560,279 156,726
1996 717,437 201,518
</TABLE>

Strategic Five United States Trust Portfolio

The Strategic Five United States Trust consists of common stocks of those five
companies which had the 2nd through 6th lowest per share stock price of the
ten companies in the Dow Jones Industrial Average which had the highest
dividend yield as of the close of business three business days prior to the
Initial Date of Deposit. Historically, the lowest priced stock in the Dow
Jones Industrial Average has been a company experiencing difficulties. The
Strategic Five United States Trust consists of common stocks of the following
five companies:

The following table sets forth a comparison of the total return of the 2nd
through 6th lowest priced stocks of the ten highest yielding DJIA common
stocks (the "DJIA Five" ) with those of all common stocks comprising
the DJIA and with short-term U.S. Treasury obligations. It should be noted
that the common stocks comprising the DJIA Five may not be the same stocks
from year to year and may not be the same common stocks as those included in
the Strategic Five United States Trust.

<TABLE>
COMPARISON OF TOTAL RETURNS*

<CAPTION>
Dow Jones U.S. Treasury
Industrial Bill Index
DJIA Five Average (12 Month)
---------------- ---------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Total Return Total Return Total Return
Year <F1> <F1> <F2>
- -------- ---------------- ---------------- --------------
1972 12.18% 18.21% 3.80%
1973 18.58 (13.12) 6.90
1974 0.56 (23.14) 8.00
1975 64.54 44.40 5.80
1976 39.29 22.72 5.10
1977 (4.82) (12.70) 5.10
1978 0.76 2.69 7.20
1979 19.86 10.52 10.40
1980 32.33 21.41 11.20
1981 3.15 (3.40) 14.70
1982 48.11 25.79 10.50
1983 43.50 25.65 8.80
1984 11.60 1.08 9.80
1985 37.00 32.78 7.70
1986 36.10 26.92 6.20
1987 (2.75) 6.02 5.50
1988 22.65 15.95 6.30
1989 10.49 31.71 8.40
1990 (20.71) (0.58) 7.80
1991 56.02 23.93 5.60
1992 24.96 7.35 3.50
1993 38.67 16.74 2.90
1994 3.33 4.95 3.90
1995 42.57 36.49 5.60
1996 32.06 28.58 4.95

- ----------
<FN>
<F1>The DJIA Five for each period were identified by ranking the dividend yield
for each of the stocks in the DJIA by annualizing the last dividend paid (the
last dividend declared was used in cases when the stock was trading
ex-dividend as of the last day of the year) and dividing the result by the
stock's market value on the first day of trading on the New York Stock
Exchange in the period. The top ten highest dividend yielding stocks were then
ranked by price from highest to lowest. The absolute lowest priced stock was
eliminated and the next five lowest priced stocks were selected for the
comparison. Total Return for each period was calculated by taking the
difference between period-end prices and prices at the end of the following
period (adjusted for any stock splits and corporate spinoffs) and adding
dividends for the period. Historical total returns thus represent actual
stocks and real time; the results illustrate what an investor would have
obtained had the investor been invested in the related stocks in the periods
indicated. Total Return does not take into consideration any sales charges,
commissions, expenses or taxes that will be incurred by the Trust.

Based on the total returns set forth in the table above, the average annual
total returns for the DJIA Five for the most recent three, five, ten, twenty
and twenty-five year periods was 24.84%, 27.51%, 18.58%, 19.97% and 20.98%,
respectively. On the other hand, based on the total returns set forth in the
table above, the average annual total returns for the DJIA for the most recent
three, five, ten, twenty and twenty-five year periods was 22.58%, 18.21%,
16.50%, 14.27% and 12.76%, respectively. Based on the total returns set forth
in the table above, the average annual total return for the 12-month U.S.
Treasury Bills Index for the most recent twenty-five year period was 6.99%.

The returns shown above represent past performance and are not guarantees of
future performance and should not be used as a predictor of returns to be
expected in connection with the Strategic Five United States Trust. Among
other factors, both stock prices (which may appreciate or depreciate) and
dividends (which may be increased, reduced or eliminated) will affect the
returns. Had the portfolio been available over the periods indicated in the
above table, after deductions for expenses and sales charges and not
accounting for taxes, it would have underperformed the DJIA in 6 of the last
25 years and there can be no assurance that the Strategic Five United States
Trust will outperform the DJIA over the life of such Trust or over consecutive
rollover periods, if available. A Unitholder in the Strategic Five United
States Trust would not necessarily realize as high a total return on an
investment in the stocks upon which the returns shown above are based. The
total return figures shown above do not reflect sales charges, commissions,
Trust expenses or taxes, and such Trust may not be able to invest equally in
the DJIA Five and may not be fully invested at all times.

The chart below represents past performance of the DJIA and the DJIA Five (but
does not represent possible performance of the Strategic Five United States
Trust which, as indicated above, includes certain expenses and commissions not
included in the chart) and should not be considered indicative of future
results. Further, results are hypothetical. The chart assumes that all
dividends during a year (including those on stocks trading ex-dividend as of
the last day of the year) are reinvested at the end of that year and does not
reflect sales charges, commissions, expenses or income taxes. Based on the
foregoing assumptions, the average annual returns (which represent the
percentage return derived by taking the sum of the initial investment and all
appreciation and dividends for the specified investment period) during the
period referred to in the table were 20.98% and 12.76% for the DJIA Five and
the DJIA, respectively. There can be no assurance that the Strategic Five
United States Trust will outperform the DJIA over its life or over consecutive
rollover periods, if available.

<TABLE>
Value of $10,000 Invested January 1, 1972

<CAPTION>
Period DJIA Five DJIA
- --------- -------------- ------------
<S> <C> <C>
1972 $ 11,218 $ 11,821
1973 13,302 10,270
1974 13,377 7,894
1975 22,010 11,398
1976 30,658 13,988
1977 29,180 12,212
1978 29,402 12,540
1979 35,241 13,859
1980 46,635 16,827
1981 48,104 16,254
1982 71,247 20,446
1983 102,239 25,691
1984 114,098 25,968
1985 156,315 34,481
1986 212,745 43,763
1987 206,894 46,398
1988 253,756 53,798
1989 280,375 70,857
1990 222,309 70,447
1991 346,846 87,304
1992 433,419 93,721
1993 601,023 109,410
1994 621,037 114,826
1995 885,412 156,726
1996 1,169,275 201,518
</TABLE>

Strategic Thirty Global Trust

- --------------------------------------------------------------------------
Strategic Thirty Trust Portfolio

The Strategic Thirty Trust consists of a combined portfolio of the thirty
common stocks included in each of the three Strategic Ten Trusts. The
Strategic Thirty Trust consists of common stocks of the following thirty
companies:

Allied Domecq Plc. Allied Domecq Plc is an international food, drink and
hospitality group. The company owns the "Baskin Robbins" ice cream and
"Dunkin' Donuts" food chains and "Firkin" pubs chain. Through
Hiram Walker, the company also produces a wide range of brands, including "
Ballantine's" scotch whiskey, "Canadian Club" Canadian whiskey,
"Kahlua", "Tia Maria", "Beefeater Gin" and other
brands.

BICC Plc. BICC Plc manufactures cables and provides construction and
engineering services. The company's construction and engineering activities
are primarily located in North America and Asia-Pacific while the cable
business is managed through regional operations based in Europe, North
America, Australia and Asia-Pacific. BICC serves the power, communications,
transport and building sectors.

BTR Plc. BTR Plc is a holding company with subsidiaries in industrial,
transportation, construction, control systems and electrical and consumer
related divisions. The company produces and sells building products,
agricultural equipment and aircraft equipment and distributes electrical,
health care, environmental control and paper and printing products.

British Gas Plc. British Gas Plc buys, transmits and distributes gas. The
company supplies gas and services to customers in Great Britain and markets
gas appliances. British Gas also explores for and produces oil and gas in the
United Kingdom and overseas.

British Telecom Plc. British Telecom Plc provides telecommunications services.
The company provides local and long-distance telephone call products and
services in the United Kingdom, telephone exchange lines to homes and
businesses, international telephone calls to and from the United Kingdom and
telecommunications equipment for customers' premises. The company has
operations internationally.

Courtaulds Plc. Courtaulds Plc produces items that protect and/or decorate
environments. The company manufactures fibers, films, coatings, chemicals,
packaging and performance materials and sealants. Courtaulds also manufactures
aerospace equipment and components. The company sells its products
internationally.

Hanson Plc. Hanson Plc is an industrial management company. The company
maintains interests in the electricity, coal mining and propane sectors
through Eastern Group, the Peabody Group and Suburban Propane. Hanson also
operates in the building materials and equipment sector through ARC Group, an
aggregates group, Grove Worldwide, a material handling group, Hanson Brick,
Hanson Electrical and UGI Meters.

Imperial Chemical Industries Plc. Imperial Chemical Industries Plc is an
international chemical company. The company produces paints, acrylics,
polyurethanes, films, chemicals and polymers, tioxide and explosives.

Peninsular & Oriental Steam Navigation Company. Peninsular & Oriental Steam
Navigation Company's primary activities include container and bulk shipping,
house building, property investment, construction and development and cruise,
ferry and transport services. Peninsular & Oriental operates worldwide.

Tate & Lyle Plc. Tate & Lyle Plc is the holding company for an international
group of companies which manufacture, refine, process, distribute and trade
sweeteners, starches and their by-products. Products include white sugar,
molasses and low-calorie sweeteners. The group also manufactures and sells
engineered sugar milling equipment and provides reinsurance services.

Amoy Properties Ltd. Amoy Properties Ltd. is a property investment company.
The principal activities of the company are property investment and investment
holding, and through its subsidiaries, property investment for rental income,
car park management and property management.

Cathay Pacific Airways. Cathay Pacific Airways is a major airline operator
with services covering the Far East, the Middle East, Europe, North America
and South Africa. The company is also involved in aircraft engineering,
airline catering, airport security and aircraft leasing.

China Light & Power Company Ltd. China Light & Power Company Ltd. supplies
electricity to Kowloon and the New Territories in Hong Kong. The group also
exports power supplies to Guangdon Province in the People's Republic of China.
Its subsidiaries are involved in property investment and development.

Hang Lung Development Company. Hang Lung Development Company is an investment
holding company, and through its subsidiaries, property development for sale,
property investment for rental income, and hotel owning and management. The
group also operates in car park management and property management, and
through its associated companies, the group is involved in the operation of
restaurants and dry-cleaning.

Henderson Investment Ltd. Henderson Investment Ltd. is an investment holding
company. The principal activities of its subsidiaries are property development
and investment, investment holding, retailing and hotel business.

Henderson Land Development Company Ltd. Henderson Land Development Company
Ltd. is a holding company whose main operations include property development
and investment, project management, construction, property management and
investment holding. The company holds a stake in Henderson Investment, Hong
Kong Ferry and Hong Kong Gas. Henderson Land also participates in property
development joint ventures in China.

Hong Kong Electric Holdings Ltd. Hong Kong Electric Holdings Ltd. generates
and supplies electricity, engineering consultancy and project management.

Hong Kong Telecommunications Ltd. Hong Kong Telecommunications Ltd. provides
telecommunications, computer, engineering and other services. The company also
sells and rents telecommunications equipment. The principal activities of the
company were carried out in Hong Kong.

Shun Tak Holdings Ltd. Shun Tak Holdings Ltd. is involved in shipping,
property, restaurants, air transportation and hotels in the Asia-Pacific
region. The company operates jet-foil services, develops residential and
commercial properties in Hong Kong, Macau and Australia, has interests in
three restaurants and five hotels and operates air cargo services to nine
destinations in Europe and Asia.

South China Morning Post (Holdings) Ltd. South China Morning Post (Holdings)
Ltd. is an investment holding company. The principal activities of the group
consists of the publishing, printing and distribution of the "South China
Morning Post" and "South China Sunday Morning Post" , the provision
of entertainment, recreation and leisure services, retailing, production of
commercial films and holding of properties.

The following table compares the actual performance of the combined DJIA, FT
Index and Hang Seng Index and the thirty stocks in these indices selected in
accordance with the Strategic Ten Trust investment strategy in each of the
past 19 years (the "Combined Thirty"), as of December 31 in each of
those years. The combined DJIA, FT Index and Hang Seng Index statistics are
based on a geometric, unweighted average of the companies included in such
indices, while the statistics for the Combined Thirty are based on an
approximately equal distribution (based on market price) of each of the thirty
stocks. The figures have been adjusted to take into account the effect of
currency exchange rate fluctuations of the U.S. dollar. It should be noted
that the common stocks comprising the combined DJIA, FT Index and Hang Seng
Index may not be the same stocks from year to year and may not be the same
common stocks as those included in the Strategic Thirty Global Trust.

<TABLE>
COMPARISON OF TOTAL RETURNS (2)

<CAPTION>
Strategy Total Returns Index Total Returns
----------------------------------------------- ------------------------------------------------
10 Highest Dividend Yielding
Stocks <F1>
-----------------------------------
Hang Seng Combined Hang Seng Combined
Year DJIA FT Index Index Strategy DJIA FT Index Index Indices
- ------- --------- ----------- ------------- ----------- --------- ----------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1978 0.12% 9.99% 17.92% 9.34% 2.69% 8.57% 23.27% 11.51%
1979 12.37 4.57 67.81 28.25 10.52 10.46 80.78 33.92
1980 27.23 28.22 38.03 31.16 21.41 33.20 67.12 40.57
1981 7.52 (5.56) (5.87) (1.30) (3.40) (4.62) (11.61) (6.54)
1982 26.03 4.23 (38.76) (2.84) 25.79 0.24 (48.01) (7.33)
1983 38.75 44.54 (3.30) 26.66 25.65 22.23 (0.28) 15.87
1984 11.82 7.81 57.36 25.66 1.08 2.63 45.12 16.28
1985 29.45 75.73 43.30 49.50 32.78 55.28 52.26 46.77
1986 35.77 27.21 62.35 41.78 26.92 24.34 52.17 34.48
1987 5.93 46.38 (1.22) 17.03 6.02 38.04 (7.09) 12.33
1988 24.75 12.65 43.24 26.88 15.95 6.59 20.70 14.41
1989 25.08 25.66 7.85 19.53 31.71 22.61 10.36 21.56
1990 (7.57) 15.03 6.02 4.49 (0.58) 10.21 11.98 7.20
1991 34.86 8.95 51.11 31.64 23.93 15.15 48.59 29.22
1992 7.85 4.72 38.79 17.12 7.35 (2.22) 33.54 12.89
1993 26.93 36.40 109.72 57.68 16.74 19.38 123.15 53.09
1994 4.12 2.49 (35.60) (9.66) 4.95 1.75 (29.26) (7.52)
1995 36.58 12.03 16.07 21.56 36.49 18.03 27.34 27.29
1996 28.05 7.75 33.68 23.16 28.58 8.67 37.74 25.00

- ----------
<FN>
<F1>The Ten Highest Dividend Yielding Stocks in the DJIA, FT Index and Hang Seng
Index, respectively, for any given period were selected by ranking the
dividend yields for each of the stocks in the respective index, as of the
beginning of the period, and dividing by that stock's market value on the
first trading day on the exchange where that stock principally trades in the
given period. The Combined Strategy merely averages the Total Return of the
stocks which comprise the Ten Highest Dividend Yielding Stocks in the DJIA, FT
Index and Hang Seng Index, respectively.

<F2>Total Return represents the sum of the percentage change in market value of
each group of stocks between the first trading day of a period and the total
dividends paid on each group of stocks during the period divided by the
opening market value of each group of stocks as of the first trading day of a
period. Total Return does not take into consideration any sales charges,
commission, expenses or taxes. Total Return does not take into consideration
any reinvestment of dividend income and all returns are stated in terms of the
United States dollar. Although each Trust seeks to achieve a better
performance than its respective index as a whole, there can be no assurance
that a Trust will achieve a better performance over its one-year life or over
consecutive rollover periods, if available.
</TABLE>

Based on the total returns set forth in the table above, the average annual
total returns for the Combined Thirty for the most recent three, five, ten and
nineteen year periods was 10.59%, 20.09%, 19.82% and 20.81%, respectively. On
the other hand, based on the total returns set forth in the table above, the
average annual total returns for the combined DJIA, FT Index and Hang Seng
Index for the most recent three, five, ten and nineteen year periods was
13.74%, 20.52%, 18.59% and 18.85%, respectively.

The returns shown above represent past performance and are not guarantees of
future performance and should not be used as a predictor of returns to be
expected in connection with the Strategic Thirty Global Trust. Among other
factors, both stock prices (which may appreciate or depreciate) and dividends
(which may be increased, reduced or eliminated) will affect the returns. Had
the portfolio been available over the periods indicated in the above table,
after deductions for expenses and sales charges and not accounting for taxes,
it would have underperformed the combined DJIA, FT Index and Hang Seng Index
in 10 of the last 19 years and there can be no assurance that such Trust will
outperform the related indices over the life of such Trust or over consecutive
rollover periods, if available. A Unitholder in the Strategic Thirty Global
Trust would not necessarily realize as high a total return on an investment in
the stocks upon which the returns shown above are based. The total return
figures shown above do not reflect sales charges, commissions, Trust expenses
or taxes, and such Trust may not be able to invest equally in the Combined
Thirty and may not be fully invested at all times.

The chart below represents past performance of the combined DJIA, FT Index and
Hang Seng Index and the Combined Thirty (but not the Strategic Thirty Global
Trust which as indicated above includes certain expenses and commissions not
included in the chart) and should not be considered indicative of future
results. Further, results are hypothetical. The chart assumes that all
dividends during a year are reinvested at the end of that year and does not
reflect commissions, custodial fees or income taxes. The annual figures in the
following table have been adjusted to take into account the effect of currency
exchange rate fluctuations of the U.S. dollar as described in the footnotes
below. Based on the foregoing assumptions, the compound annual returns (which
represent the percentage return derived by taking the sum of the initial
investment and all appreciation and dividends for the specified investment
period) during the period referred to in the table were 20.81% and 18.85% for
the Combined Thirty and the combined DJIA, FT Index and Hang Seng Index,
respectively. There can be no assurance that the Strategic Thirty Global Trust
will outperform the related indices over its life or over consecutive rollover
periods, if available.

<TABLE>
Value of $10,000 Invested January 1, 1978(1)(2)

<CAPTION>
DJIA,
FT Index and
Combined Hang Seng
Period Thirty Index
- --------- -------------- ------------------
<S> <C> <C>
1978 $ 10,934 $ 11,151
1979 14,023 14,934
1980 18,393 20,993
1981 18,154 19,619
1982 17,639 18,182
1983 22,343 21,067
1984 28,076 24,495
1985 41,973 35,952
1986 59,508 48,347
1987 69,641 54,306
1988 88,361 62,132
1989 105,618 75,527
1990 110,364 80,968
1991 145,280 104,629
1992 170,152 118,115
1993 268,303 180,823
1994 242,375 167,223
1995 294,631 212,851
1996 362,869 266,059

- ----------
<FN>
<F1>The $10,000 initial investment was converted into British pounds sterling and
Hong Kong dollars, as applicable, using the opening exchange rate at the
beginning of each period.

<F2>The year-end total in British pounds sterling and Hong Kong dollars, as
applicable, was converted into U.S. dollars using the ending exchange rate.
This amount was then converted back into British pounds sterling and Hong Kong
dollars, as applicable, using the opening exchange rate at the beginning of
the next period.
</TABLE>

Strategic Fifteen Global Trust

- --------------------------------------------------------------------------
Strategic Fifteen Trust Portfolio

The Strategic Fifteen Trust consists of common stocks of fifteen companies
comprising the five stocks in each of the DJIA, FT Index and Hang Seng Index
with the 2nd through 6th lowest per share stock price of the ten companies in
each index having the highest dividend yield as of the close of business three
business days prior to the Initial Date of Deposit. The Strategic Fifteen
Trust consists of common stocks of the following fifteen companies:

General Motors Corporation. General Motors Corporation manufactures and sells
vehicles worldwide under the brands "Chevrolet", "Buick", "
Cadillac" , "Oldsmobile", "Pontiac", "Saturn" and
"GMC" trucks.

The following table compares the actual performance of the combined DJIA, FT
Index and Hang Seng Index and the fifteen stocks comprised of the five stocks
in each of the DJIA, FT Index or Hang Seng Index with the 2nd through 6th
lowest per share stock price of the ten companies in each index having the
highest dividend yield in each of the past 19 years (the "Combined
Fifteen" ), as of December 31 in each of those years. The combined DJIA, FT
Index and Hang Seng Index statistics are based on a geometric, unweighted
average of the companies included in such indices, while the statistics for
the Combined Fifteen are based on an approximately equal distribution (based
on market price) of each of the fifteen stocks. The figures have been adjusted
to take into account the effect of currency exchange rate fluctuations of the
U.S. dollar. It should be noted that the common stocks comprising the combined
DJIA, FT Index and Hang Seng Index may not be the same stocks from year to
year and may not be the same common stocks as those included in the Strategic
Fifteen Global Trust.

<TABLE>
COMPARISON OF TOTAL RETURNS (2)

<CAPTION>
Strategy Total Returns Index Total Returns
------------------------------------------------ ------------------------------------------------
2nd through 6th Lowest Priced of
the 10 Highest Dividend Yielding
Stocks <F1>
------------------------------------
Hang Seng Combined Hang Seng Combined
Year DJIA FT Index Index Strategy DJIA FT Index Index Indices
- ------- ---------- ----------- ------------- ----------- --------- ----------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1978 0.76% 11.07% 15.43% 9.09% 2.69% 8.57% 23.27% 11.51%
1979 19.86 8.37 63.10 30.44 10.52 10.46 80.78 33.92
1980 32.33 29.67 54.56 38.86 21.41 33.20 67.12 40.57
1981 3.15 (9.78) (10.57) (5.73) (3.40) (4.62) (11.61) (6.54)
1982 48.11 24.16 (44.47) 9.27 25.79 0.24 (48.01) (7.33)
1983 43.50 48.30 (4.07) 29.24 25.65 22.23 (0.28) 15.87
1984 11.60 7.76 35.83 18.40 1.08 2.63 45.12 16.28
1985 37.00 80.71 40.96 52.89 32.78 55.28 52.26 46.77
1986 36.10 19.72 57.82 37.88 26.92 24.34 52.17 34.48
1987 (2.75) 45.69 (0.89) 14.02 6.02 38.04 (7.09) 12.33
1988 22.65 13.20 57.20 31.02 15.95 6.59 20.70 14.41
1989 10.49 30.75 7.10 16.11 31.71 22.61 10.36 21.56
1990 (20.71) 10.98 7.54 (0.73) (0.58) 10.21 11.98 7.20
1991 56.02 5.90 65.96 42.63 23.93 15.15 48.59 29.22
1992 24.96 2.25 45.54 24.25 7.35 (2.22) 33.54 12.89
1993 38.67 38.27 106.81 61.25 16.74 19.38 123.15 53.09
1994 3.33 3.67 (30.46) (7.82) 4.95 1.75 (29.26) (7.52)
1995 42.57 2.62 4.48 16.56 36.49 18.03 27.34 27.29
1996 32.06 (0.49) 26.55 19.37 28.58 8.67 37.74 25.00

- ----------
<FN>
<F1>The Second through Sixth Lowest Priced Stocks of the Ten Highest Dividend
Yielding Stocks in the DJIA, FT Index and Hang Seng Index, respectively, for
any given period were selected by ranking the dividend yields for each of the
stocks in the respective index, as of the beginning of the period, and
dividing by that stock's market value on the first trading day on the exchange
where that stock principally trades in the given period. The Combined Strategy
merely averages the Total Return of the stocks which comprise the Second
through Sixth Lowest Priced Stocks of the Ten Highest Dividend Yielding Stocks
in the DJIA, FT Index and Hang Seng Index, respectively.

Based on the total returns set forth in the table above, the average annual
total returns for the Combined Fifteen for the most recent three, five, ten
and nineteen year periods was 8.65%, 20.77%, 20.23% and 21.65%, respectively.
On the other hand, based on the total returns set forth in the table above,
the average annual total returns for the combined DJIA, FT Index and Hang Seng
Index for the most recent three, five, ten and nineteen year periods was
13.74%, 20.52%, 18.59% and 18.85%, respectively.

The returns shown above represent past performance and are not guarantees of
future performance and should not be used as a predictor of returns to be
expected in connection with the Strategic Fifteen Trust. Among other factors,
both stock prices (which may appreciate or depreciate) and dividends (which
may be increased, reduced or eliminated) will affect the returns. Had the
portfolio been available over the periods indicated in the above table, after
deductions for expenses and sales charges and not accounting for taxes, it
would have underperformed the combined DJIA, FT Index and Hang Seng Index in
12 of the last 19 years and there can be no assurance that such Trust will
outperform the related indices over the life of such Trust or over consecutive
rollover periods, if available. A Unitholder in the Strategic Fifteen Global
Trust would not necessarily realize as high a total return on an investment in
the stocks upon which the returns shown above are based. The total return
figures shown above do not reflect sales charges, commissions, Trust expenses
or taxes, and such Trust may not be able to invest equally in the Combined
Fifteen and may not be fully invested at all times.

The chart below represents past performance of the combined DJIA, FT Index and
Hang Seng Index and the Combined Fifteen (but not the Strategic Fifteen Global
Trust which as indicated above includes certain expenses and commissions not
included in the chart) and should not be considered indicative of future
results. Further, results are hypothetical. The chart assumes that all
dividends during a year are reinvested at the end of that year and does not
reflect commissions, custodial fees or income taxes. The annual figures in the
following table have been adjusted to take into account the effect of currency
exchange rate fluctuations of the U.S. dollar as described in the footnotes
below. Based on the foregoing assumptions, the compound annual returns (which
represent the percentage return derived by taking the sum of the initial
investment and all appreciation and dividends for the specified investment
period) during the period referred to in the table were 21.65% and 18.85% for
the Combined Fifteen and the combined DJIA, FT Index and Hang Seng Index,
respectively. There can be no assurance that the Strategic Fifteen Global
Trust will outperform the related indices over its life or over consecutive
rollover periods, if available.

<TABLE>
Value of $10,000 Invested January 1, 1978(1)(2)

<CAPTION>
DJIA,
FT Index and
Combined Hang Seng
Period Fifteen Index
- --------- -------------- ------------------
<S> <C> <C>
1978 $ 10,909 $ 11,151
1979 14,229 14,934
1980 19,758 20,993
1981 18,625 19,619
1982 20,351 18,182
1983 26,303 21,067
1984 31,142 24,495
1985 47,613 35,952
1986 65,649 48,347
1987 74,849 54,306
1988 98,065 62,132
1989 113,865 75,527
1990 113,032 80,968
1991 161,212 104,629
1992 200,307 118,115
1993 322,998 180,823
1994 297,734 167,223
1995 347,024 212,851
1996 414,255 266,059

- ----------
<FN>
<F1>The $10,000 initial investment was converted into British pounds sterling and
Hong Kong dollars, as applicable, using the opening exchange rate at the
beginning of each period.

RISK FACTORS

- --------------------------------------------------------------------------
General. An investment in Units of a Trust 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 Trusts
have a right to receive dividends only when and if, and in the amounts,
declared by each issuer's board of directors and have a right to participate
in amounts available for distribution by such issuer only after all other
claims on such 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 a portfolio may be expected to fluctuate over the life of
a Trust to values higher or lower than those prevailing on the Initial Date of
Deposit.

Holders of common stocks incur more risk than holders of preferred stocks and
debt obligations because common stockholders, as owners of the entity, have
generally inferior rights to receive payments from the issuer in comparison
with the rights of creditors of, or holders of debt obligations or preferred
stocks issued by, the issuer. Cumulative preferred stock dividends must be
paid before common stock dividends and any cumulative preferred stock dividend
omitted is added to future dividends payable to the holders of cumulative
preferred stock. Preferred stockholders are also generally entitled to rights
on 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 Trusts 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 redemption, and the value of a
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 each 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 each Trust will pay the associated brokerage fees. To minimize this
effect, each Trust will attempt to purchase the Securities as close to the
Evaluation Time or as close to the evaluation prices as possible.

As described under "Fund Operating Expenses," all of the expenses of
the Trusts will be paid from the sale of the Securities in such Trust. It is
expected that such sales will be made at the end of the initial offering
period and each month thereafter through termination of the Trust. Such sales
will result in capital gains or losses (both of which will generally be
characterized for U.S. federal income tax purposes as short term capital gains
or losses) and may be made at times and prices which adversely affect the
Trust. For a discussion of the tax consequences of such sales, see "
Taxation."

Unitholders will be unable to dispose of any of the Equity Securities in a
Trust, 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 each 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 the same
general proportion as are stocks held by owners other than the Trust.

Petroleum Companies. The Trusts may include securities which are issued by
companies engaged in refining and marketing oil and related products.
According to the U.S. Department of Commerce, the factors which will most
likely shape the industry to 1996 and beyond include the price and
availability of oil from the Middle East, changes in United States
environmental policies and the continued decline in U.S. production of crude
oil. Possible effects of these factors may be increased U.S. and world
dependence on oil from the Organization of Petroleum Exporting Countries ("
OPEC" ) and highly uncertain and potentially more volatile oil prices.
Factors which the Sponsor believes may increase the profitability of oil and
petroleum operations include increasing demand for oil and petroleum products
as a result of the continued increases in annual miles driven and the
improvement in refinery operating margins caused by increases in average
domestic refinery utilization rates. The existence of surplus crude oil
production capacity and the willingness to adjust production levels are the
two principal requirements for stable crude oil markets. Without excess
capacity, supply disruptions in some countries cannot be compensated for by
others. Surplus capacity in Saudi Arabia and a few other countries and the
utilization of that capacity prevented during the Persian Gulf crisis, and
continue to prevent, severe market disruption. Although unused capacity
contributed to market stability in 1990 and 1991, it ordinarily creates
pressure to overproduce and contributes to market uncertainty. The likely
restoration of a large portion of Kuwait and Iraq's production and export
capacity over the next few years could lead to such a development in the
absence of substantial growth in world oil demand. Formerly, OPEC members
attempted to exercise control over production levels in each country through a
system of mandatory production quotas. Because of the crisis in the Middle
East, the mandatory system has since been replaced with a voluntary system.
Production under the new system has had to be curtailed on at least one
occasion as a result of weak prices, even in the absence of supplies from
Kuwait and Iraq. The pressure to deviate from mandatory quotas, if they are
reimposed, is likely to be substantial and could lead to a weakening of
prices. In the longer term, additional capacity and production will be
required to accommodate the expected large increases in world oil demand and
to compensate for expected sharp drops in U.S. crude oil production and
exports from the Soviet Union. Only a few OPEC countries, particularly Saudi
Arabia, have the petroleum reserves that will allow the required increase in
production capacity to be attained. Given the large-scale financing that is
required, the prospect that such expansion will occur enough to meet the
increased demand is uncertain.

Declining U.S. crude oil production will likely lead to increased dependence
on OPEC oil, putting refiners at risk of continued and unpredictable supply
disruptions. Increasing sensitivity to environmental concerns will also pose
serious challenges to the industry over the coming decade. Refiners are likely
to be required to make heavy capital investments and make major production
adjustments in order to comply with increasingly stringent environmental
legislation, such as the 1990 Amendments to the Clean Air Act. If the cost of
these changes is substantial enough to cut deeply into profits, smaller
refiners may be forced out of the industry entirely. Moreover, lower consumer
demand due to increases in energy efficiency and conservation, due to gasoline
reformulations that call for less crude oil, due to warmer winters or due to a
general slowdown in economic growth in this country and abroad could
negatively affect the price of oil and the profitability of oil companies. No
assurance can be given that the demand for or prices of oil will increase or
that any increases will not be marked by great volatility. Some oil companies
may incur large cleanup and litigation costs relating to oil spills and other
environmental damage. Oil production and refining operations are subject to
extensive federal, state and local environmental laws and regulations
governing air emissions and the disposal of hazardous materials. Increasingly
stringent environmental laws and regulations are expected to require companies
with oil production and refining operations to devote significant financial
and managerial resources to pollution control. General problems of the oil and
petroleum products industry include the ability of a few influential producers
significantly to affect production, the concomitant volatility of crude oil
prices and increasing public and governmental concern over air emissions,
waste product disposal, fuel quality and the environmental effects of
fossil-fuel use in general.

In addition, any future scientific advances concerning new sources of energy
and fuels or legislative changes relating to the energy industry or the
environment could have a negative impact on the petroleum products industry.
While legislation has been enacted to deregulate certain aspects of the oil
industry, no assurances can be given that new or additional regulations will
not be adopted. Each of the problems referred to could adversely affect the
financial stability of the issuers of any petroleum industry stocks in the
Trusts. The Trusts may also include securities which are issued by companies
engaged in the exploration for and mining of various minerals, including coal,
and/or the manufacture, transportation, or marketing of chemical products and
plastics. The problems faced by such companies are similar to those discussed
with regard to petroleum companies.

Foreign Securities. Since certain Equity Securities included in the Global
Trusts consist of securities of foreign issuers, an investment in these Trusts
involves certain investment risks that are different in some respects from an
investment in the United States Trusts 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 selected for the Global Trusts, the Sponsor believes that adequate
information will be available to allow the Supervisor to provide portfolio
surveillance for each 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 in the Global Trusts are subject to
exchange control restrictions under existing law which would materially
interfere with payment to the Trusts of dividends due on, or proceeds from the
sale of, the 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 either 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 Global
Trusts and on the ability of such Trusts to satisfy their 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 Trusts 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 a Trust in the United States
securities markets are subject to severe restrictions and may not be
practicable. Accordingly, sales of these Equity Securities by a Trust will
generally be effected only in foreign securities markets. Although the Sponsor
does not believe that a 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.

Global Trust Information. The information provided below details certain
important factors which impact the economies of both the United Kingdom and
Hong Kong. This information has been extracted from various governmental and
private publications, but no representation can be made as to its accuracy;
furthermore, no representation is made that any correlation exists between the
economies of the United Kingdom and Hong Kong and the value of the Equity
Securities held by the Global Trusts.

United Kingdom. The emphasis of United Kingdom's economy is in the private
services sector, which includes the wholesale and retail sector, banking,
finance, insurance, and tourism. Services as a whole account for a majority of
the United Kingdom's gross national product and makes a significant
contribution to the country's balance of payments. The United Kingdom
experienced a recovery of output in 1993-1994 accompanied by falling rates of
inflation despite expectations to the contrary. Quarterly changes in real
gross domestic product in the United Kingdom grew moderately during 1994 and
1995 with an approximate .5% increase in the last quarter of 1995 over the
previous quarter. The average quarterly rate of GDP growth in the United
Kingdom (as well as in Europe generally) has been decelerating since 1994.

The United Kingdom is a member of the European Union (the "EU"),
formerly known as the European Economic Community (the "EEC"). The EU
was created through the formation of the Maastricht Treaty on European Union
in late 1993. It is expected that the Treaty will have the effect of
eliminating most remaining trade barriers between the fifteen member nations
and make Europe one of the largest common markets in the world. The EU has the
potential to become a powerful trade bloc with a population of over 350
million people and an annual gross national product of more than $4 trillion.
However, the effective implementation of the Treaty provisions and the rate at
which trade barriers are eliminated is uncertain at this time. Furthermore,
the rapid political and social change throughout Europe make the extent and
nature of future economic development in the United Kingdom and Europe and the
impact of such development upon the value of the Equity Securities in the
Strategic Thirty and Strategic Fifteen Trusts impossible to predict.
Volatility in oil prices could slow economic development throughout Western
Europe. Moreover, it is not possible to accurately predict the effect of the
current political and economic situation upon long-term inflation and balance
of trade cycles and how these changes would affect the currency exchange rate
between the U.S. dollar and the British pound sterling.

Hong Kong. Hong Kong, established as a British colony in the 1840's, is
currently ruled by the British Government through an appointed Governor. Hong
Kong will revert to Chinese sovereignty effective July 1, 1997 with Hong Kong
becoming a Special Administrative Region ("SAR") of China. The current
Hong Kong government generally follows a laissez-faire policy towards
industry. There are currently no major import, export or foreign exchange
restrictions. At the present time, regulation of business is generally minimal
with certain exceptions, including regulated entry into certain sectors of the
economy and a fixed exchange rate regime by which the Hong Kong dollar has
been pegged to the U.S. dollar. Over the ten year period between 1983 and
1993, real gross domestic product increased at an average annual rate of
approximately 6%.

Although China has committed by treaty to preserve for 50 years the economic
and social freedoms currently enjoyed in Hong Kong, the continuation of the
economic system in Hong Kong after the reversion will be dependent on the
Chinese government and there can be no assurances that the commitment made by
China regarding Hong Kong will be maintained. Legislation has been enacted in
Hong Kong that will extend democratic voting procedures for Hong Kong's
legislature. China has expressed disagreement with this legislation which it
states is in contravention of the principles evidenced in the Basic Law of the
Hong Kong SAR. The National People's Congress of China has passed a resolution
to the effect that the Legislative Council and certain other councils and
boards of the Hong Kong Government will be terminated on June 30, 1997. It is
expected that such bodies will be subsequently reconstituted in accordance
with China's interpretation of the Basic Law. China and Great Britain have
also yet to resolve their differences on other issues relating to the
reversion to sovereignty. Any increase in uncertainty as to the future
economic and political status of Hong Kong could have a materially adverse
effect on the value of the Strategic Thirty and Strategic Fifteen Trusts. It
should be noted by investors that the Strategic Thirty and Strategic Fifteen
Trusts terminate after the July 1, 1997 reversion to the sovereignty of China.
The Sponsor is unable to predict the level of market liquidity or volatility
which may occur after the reversion to sovereignty, both of which may
negatively impact the Strategic Thirty and Strategic Fifteen Trusts and the
value of the Units.

China currently enjoys a most favored nation status from the United States,
which is subject to annual review by the President of the United States.
However, revocation of such status would have a severe effect on China's trade
and thus could have a materially adverse effect on the value of the Strategic
Thirty and Strategic Fifteen Trusts.

The performance of certain companies listed on the Hong Kong Stock Exchange is
linked to the economic climate of China. For example, between 1985 and 1990,
Hong Kong businesses invested $20 billion in the nearby Chinese province of
Guangdong to take advantage of the lower property and labor costs than were
available in Hong Kong. Recently, however, high economic growth in this area
(industrial production grew at an annual rate of about 20% in 1991, 24% in
1992 and 36.5% in 1993) has been associated with rising inflation and concerns
about the devaluation of the Chinese currency. Any downturn in economic growth
or increase in the rate of inflation in China could have a materially adverse
effect on the value of the Strategic Thirty and Strategic Fifteen Trusts.

Securities prices on the Hong Kong Exchange and, specifically the Hang Seng
Index, can be highly volatile and are sensitive to developments in Hong Kong
and China, as well as other world markets. For example, in 1989, the Hang Seng
Index dropped 1,216 points (approximately 58%) in early June following the
events at Tiananmen Square. The Hang Seng Index gradually climbed in
subsequent months but fell by 181 points on October 13, 1989 (approximately
6.5%) following a substantial fall in the U.S. stock markets. During 1994, the
Hang Seng Index lost approximately 31% of its value. The Hang Seng Index is
subject to change, and delisting of any issues or removal of issuers from the
Hang Seng Index may have an adverse impact on the performance of the Strategic
Thirty and Strategic Fifteen Trusts, although delisting or removal would not
necessarily result in the disposal of the stock of these companies, nor would
it prevent the Strategic Thirty and Strategic Fifteen Trusts from purchasing
additional Equity Securities. In recent years, a number of companies,
comprising approximately 10% of the total capitalization of the Hang Seng
Index, have delisted. In addition to these delistings, as of August 30, 1996,
two issuers, Hong Kong Aircraft Engineering Co. Ltd. and Miramar Hotel and
Investment, were removed from the Hang Seng Index. These issuers were replaced
by First Pacific Company Ltd. and Henderson Investments Ltd. No assurance can
be made that future changes in the composition of the Hang Seng Index will not
occur. The Strategic Thirty and Strategic Fifteen Trusts may be considered to
be concentrated in common stocks of companies engaged in real estate asset
management, development, leasing, property sale and other related activities.
Investment in securities issued by these real estate companies should be made
with an understanding of the many factors which may have an adverse impact on
the equity securities of a particular company or industry. Generally, these
include economic recession, the cyclical nature of real estate markets,
competitive overbuilding, unusually adverse weather conditions, changing
demographics, changes in governmental regulations (including tax laws and
environmental, building, zoning and sales regulation), increases in real
estate taxes or costs of material and labor, the inability to secure
performance guarantees or insurance as required, the unavailability of
investment capital and the inability to obtain construction financing or
mortgage loans at rates acceptable to builders and purchasers of real estate.
With recent Chinese economic development and reform, certain Hong Kong real
estate companies and other investors began purchasing and developing real
estate in southern China. By 1992, however, southern China began to experience
a rise in real estate prices and construction costs, a growing supply of real
estate and a tightening of credit markets. Any worsening of these conditions
could affect the profitability and financial condition of Hong Kong real
estate companies and could have a materially adverse effect on the value of
the Strategic Thirty and Strategic Fifteen Trusts.

Exchange Rate. The Global Trusts are comprised of Equity Securities that are
principally traded in foreign currencies and as such involve investment risks
that are substantially different from an investment in a fund which invests in
securities that are principally traded in United States dollars. The United
States dollar value of a portfolio (and hence of the Units) and of the
distributions from the portfolio will vary with fluctuations in the United
States dollar foreign exchange rates for the relevant 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. Since 1983, the Hong Kong dollar has been
pegged to the U.S. dollar. In Europe a European Currency Unit ("ECU")
has been developed. 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 following tables set forth, for the periods indicated, the range of
fluctuation concerning the equivalent U.S. dollar rates of exchange and end of
month equivalent U.S. dollar rates of exchange for the United Kingdom pound
sterling and the Hong Kong dollar:

<TABLE>
FOREIGN EXCHANGE RATES
Range of Fluctuations in
Foreign Currencies

<CAPTION>
United Kingdom
Annual Pound Sterling/ Hong Kong/
Period U.S. Dollar U.S. Dollar
- ---------- ------------------- --------------
<S> <C> <C>
1983 0.616-0.707 6.480-8.700
1984 0.670-0.864 7.774-8.050
1985 0.672-0.951 7.729-7.990
1986 0.643-0.726 7.768-7.819
1987 0.530-0.680 7.751-7.822
1988 0.525-0.601 7.764-7.912
1989 0.548-0.661 7.775-7.817
1990 0.504-0.627 7.740-7.817
1991 0.499-0.624 7.716-7.803
1992 0.499-0.667 7.697-7.781
1993 0.630-0.705 7.722-7.766
1994 0.610-0.684 7.723-7.750
1995 0.610-0.653 7.726-7.763
1996 0.583-0.670 7.724-7.742
</TABLE>

Source: Bloomberg L.P.

<TABLE>
<CAPTION>
End of Month Exchange Rates End of Month Exchange Rates
for Foreign Currencies for Foreign Currencies (Continued)
- --------------------------------------------------- -----------------------------------------------------
United Kingdom Hong United Kingdom Hong
Pound Sterling/ Kong/U.S. Pound Sterling/ Kong/U.S.
Monthly Period U.S. Dollar Dollar Monthly Period U.S. Dollar Dollar
- ----------------- ------------------- ------------- ------------------- ------------------- -------------
<S> <C> <C> <C> <C> <C>
1992 1994 (Continued)
January .559 7.762 August .652 7.728
February .569 7.761 September .634 7.727
March .576 7.740 October .611 7.724
April .563 7.757 November .639 7.731
May .546 7.749 December .639 7.738
June .525 7.731 1995
July .519 7.732 January .633 7.732
August .503 7.729 February .631 7.730
September .563 7.724 March .617 7.733
October .641 7.736 April .620 7.742
November .659 7.742 May .630 7.735
December .662 7.744 June .627 7.736
1993 July .626 7.738
January .673 7.734 August .645 7.741
February .701 7.734 September .631 7.732
March .660 7.731 October .633 7.727
April .635 7.730 November .652 7.731
May .640 7.724 December .645 7.733
June .671 7.743 1996
July .674 7.761 January .661 7.728
August .670 7.755 February .653 7.731
September .668 7.734 March .655 7.734
October .676 7.733 April .664 7.735
November .673 7.725 May .645 7.736
December .677 7.723 June .644 7.741
1994 July .642 7.735
January .664 7.724 August .640 7.733
February .673 7.727 September .639 7.733
March .674 7.737 October .615 7.732
April .659 7.725 November .595 7.732
May .662 7.726 December .583 7.735
June .648 7.730 1997
July .648 7.725 January .624 7.7498
</TABLE>

Source: Bloomberg L.P.

The Evaluator will estimate current exchange rates for the relevant currencies
based on activity in the various currency exchange markets. However, since
these markets are volatile and are constantly changing, depending on the
activity at any particular time of the large international commercial banks,
various central banks, large multi-national corporations, speculators and
other buyers and sellers of foreign currencies, and since actual foreign
currency transactions may not be instantly reported, the exchange rates
estimated by the Evaluator may not be indicative of the amount in United
States dollars a Trust would receive had the Trustee sold any particular
currency in the market. The foreign exchange transactions of a Trust will be
concluded by the Trustee with foreign exchange dealers acting as principals on
a spot (i.e., cash) buying basis. Although foreign exchange dealers trade on a
net basis, they do realize a profit based upon the difference between the
price at which they are willing to buy a particular currency (bid price) and
the price at which they are willing to sell the currency (offer price).

TAXATION

- --------------------------------------------------------------------------

United States Federal Taxation

- --------------------------------------------------------------------------
General. The following is a general discussion of certain of the federal
income tax consequences of the purchase, ownership and disposition of the
Units. The summary is limited to investors who hold the Units as capital
assets (generally, property held for investment) within the meaning of Section
1221 of the Internal Revenue Code of 1986, as amended (the "Code").
Unitholders should consult their tax advisers in determining the federal,
state, local and any other tax consequences of the purchase, ownership and
disposition of Units in a Trust.

The Sponsor has been advised by the Trustee that U.S. Unitholders may not be
able to obtain directly Treaty Payments (as described in "United Kingdom
Taxation" below) to which they are entitled under the U.K./U.S. Treaty but
that the U.K. Inland Revenue has approved a special procedure whereby the
Trustee can claim Treaty Payments on behalf of U.S. Unitholders of the
Strategic Thirty and Strategic Fifteen Trusts and distribute those payments to
Unitholders. To the extent the Trustee obtains Treaty Payments, U.S.
Unitholders will report as gross income earned their pro rata portion of
dividends received by such Trusts as well as the amount of the associated tax
credit. Because, under the grantor trust rules, an investor is deemed to have
paid directly his share of foreign tax credits that have been paid or accrued,
if any, an investor may be entitled to a foreign tax credit or deduction for
United States tax purposes with respect to such taxes. Investors should
consult their tax advisers with respect to foreign withholding taxes and
foreign tax credits.

For purposes of the following discussion and opinions, it is assumed that each
Security is equity for federal income tax purposes. In the opinion of Chapman
and Cutler, special counsel for the Sponsor, under existing law:

1. Each Trust is not an association taxable as a corporation for federal
income tax purposes; each Unitholder will be treated as the owner of a pro
rata portion of each of the assets of a Trust under the Code; and the income
of each Trust will be treated as income of the Unitholders thereof under the
Code. Each Unitholder will be considered to have received his pro rata share
of income derived from each Security when such income is considered to be
received by a Trust.

2. A Unitholder will be considered to have received all of the dividends paid
on his pro rata portion of each Security when such dividends are received by a
Trust regardless of whether such dividends are used to pay a portion of the
deferred sales charge. Unitholders will be taxed in this manner regardless of
whether distributions from a Trust are actually received by the Unitholder or
are automatically reinvested (see "Rights of Unitholders--Reinvestment
Option").

3. Each Unitholder will have a taxable event when a Trust disposes of a
Security (whether by sale, exchange, liquidation, redemption, or otherwise) or
upon the sale or redemption of Units by such Unitholder (except to the extent
an in kind distribution of stock is received by such Unitholder from a Trust
as described below). The price a Unitholder pays for his Units, generally
including sales charges, is allocated among his pro rata portion of each
Security held by a Trust (in proportion to the fair market values thereof on
the valuation date closest to the date the Unitholder purchases his Units) in
order to determine his initial tax basis for his pro rata portion of each
Security held by a Trust. For federal income tax purposes, a Unitholder's pro
rata portion of dividends as defined by Section 316 of the Code paid with
respect to a Security held by a Trust is taxable as ordinary income to the
extent of such corporation's current and accumulated "earnings and
profits" . A Unitholder's pro rata portion of dividends paid on such
Security which exceed such current and accumulated earnings and profits will
first reduce a Unitholder's tax basis in such Security, and to the extent that
such dividends exceed a Unitholder's tax basis in such Security shall
generally be treated as capital gain. In general, any such capital gain will
be short-term unless a Unitholder has held his Units for more than one year.

4. A Unitholder's portion of gain, if any, upon the sale or redemption of
Units or the disposition of Securities held by a Trust will generally be
considered a capital gain (except in the case of a dealer or a financial
institution) and, will generally be long-term if the Unitholder has held his
Units for more than one year (the date on which the Units are acquired (i.e.,
the "trade date") is excluded for purposes of determining whether the
Units have been held for more than one year). A Unitholder's portion of loss,
if any, upon the sale or redemption of Units or the disposition of Securities
held by a Trust will generally be considered a capital loss (except in the
case of a dealer or a financial institution) and, in general, will be
long-term if the Unitholder has held his Units for more than one year.
Unitholders should consult their tax advisers regarding the recognition of
gains and losses for federal income tax purposes. In particular, a Rollover
Unitholder should be aware that a Rollover Unitholder's loss, if any, incurred
in connection with the exchange of Units for units in the next new series of
the Trusts (the "1998 Fund") will generally be disallowed with respect
to the disposition of any Securities pursuant to such exchange to the extent
that such Unitholder is considered the owner of substantially identical
securities under the wash sale provisions of the Code taking into account such
Unitholder's deemed ownership of the securities underlying the Units in the
1998 Fund in the manner described above, if such substantially identical
securities were acquired within a period beginning 30 days before and ending
30 days after such disposition. However, any gains incurred in connection with
such an exchange by a Rollover Unitholder would be recognized.

Deferred Sales Charge. Generally, the tax basis of a Unitholder includes sales
charges, and such charges are not deductible. A portion of the sales charge
for the Trusts is deferred. It is possible that for federal income tax
purposes a portion of the deferred sales charge may be treated as interest
which would be deductible by a Unitholder subject to limitations on the
deduction of investment interest. In such a case, the non-interest portion of
the deferred sales charge would be added to the Unitholder's tax basis in his
Units. The deferred sales charge could cause the Unitholder's Units to be
considered to be debt-financed under Section 246A of the Code which would
result in a small reduction of the dividends-received deduction. In any case,
the income (or proceeds from redemption) a Unitholder must take into account
for federal income tax purposes is not reduced by amounts deducted to pay the
deferred sales charge. Unitholders should consult their own tax advisers as to
the income tax consequences of the deferred sales charge.

Dividends Received Deduction. A corporation that owns Units will generally be
entitled to a 70% dividends received deduction with respect to such
Unitholder's pro rata portion of dividends received by a Trust (to the extent
such dividends are taxable as ordinary income, as discussed above, and are
attributable to domestic corporations) in the same manner as if such
corporation directly owned the Securities paying such dividends (other than
corporate Unitholders, such as "S" corporations, which are not
eligible for the deduction because of their special characteristics and other
than for purposes of special taxes such as the accumulated earnings tax and
the personal holding corporation tax). However, a corporation owning Units
should be aware that Sections 246 and 246A of the Code impose additional
limitations on the eligibility of dividends for the 70% dividends received
deduction. These limitations include a requirement that stock (and therefore
Units) must generally be held at least 46 days (as determined under Section
246(c) of the Code). Final regulations have been recently issued which address
special rules that must be considered in determining whether the 46 day
holding period requirement is met. Moreover, the allowable percentage of the
deduction will be reduced from 70% if a corporate Unitholder owns certain
stock (or Units) the financing of which is directly attributable to
indebtedness incurred by such corporation. It should be noted that various
legislative proposals that would affect the dividends received deduction have
been introduced. Unitholders should consult with their tax advisers with
respect to the limitations on and possible modifications to the dividends
received deduction.

To the extent dividends received by a Trust are attributable to foreign
corporations, a corporation that owns Units will not be entitled to the
dividends received deduction with respect to its pro rata portion of such
dividends, since the dividends received deduction is generally available only
with respect to dividends paid by domestic corporations.

Limitations on Deductibility of Trust Expenses by Unitholders. Each
Unitholder's pro rata share of each expense paid by the Trust is deductible by
the Unitholder to the same extent as though the expense had been paid directly
by him. It should be noted that as a result of the Tax Reform Act of 1986,
certain miscellaneous itemized deductions, such as investment expenses, tax
return preparation fees and employee business expenses will be deductible by
an individual only to the extent they exceed 2% of such individual's adjusted
gross income. Unitholders may be required to treat some or all of the expenses
of the Trust as miscellaneous itemized deductions subject to this limitation.

Recognition of Taxable Gain or Loss Upon Disposition of Securities by a Trust
or Disposition of Units. As discussed above, a Unitholder may recognize
taxable gain (or loss) when a Security is disposed of by a Trust or if the
Unitholder disposes of a Unit (although losses incurred by Rollover
Unitholders may be subject to disallowance, as discussed above). For taxpayers
other than corporations, net capital gains (which is defined as net long-term
capital gain over net short-term capital loss for a taxable year) are subject
to a maximum marginal stated 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.

"The Revenue Reconciliation Act of 1993" (the "Tax 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 Tax Act,
the Tax 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.

If a Unitholder disposes of a Unit he is deemed thereby to have disposed of
his entire pro rata interest in all assets of the Trust involved including his
pro rata portion of all Securities represented by a Unit.

Special Tax Consequences of In Kind Distributions Upon Redemption of Units or
Termination of a United States, Strategic Thirty Global or Strategic Fifteen
Global Trust. As discussed in "Rights of Unitholders--Redemption of
Units," under certain circumstances a Unitholder in a United States,
Strategic Thirty Global or Strategic Fifteen Global Trust tendering Units for
redemption may request an In Kind Distribution of the U.S.-traded Securities
in such a Trust. A Unitholder in a United States, Strategic Thirty Global or
Strategic Fifteen Global Trust may also under certain circumstances request an
In Kind Distribution of the U.S.-traded Securities in such a Trust upon the
termination of such a Trust. A Unitholder of a Strategic Thirty Global or a
Strategic Fifteen Global Trust will receive cash representing his pro rata
portion of the foreign Securities in such a Trust. See "Rights of
Unitholders--Redemption of Units". The Unitholder requesting an In Kind
Distribution will be liable for expenses related thereto (the "
Distribution Expenses") and the amount of such In Kind Distribution will
be reduced by the amount of the Distribution Expenses. See "Rights of
Unitholders--Redemption of Units". As previously discussed, prior to the
redemption of Units or the termination of such Trust, a Unitholder is
considered as owning a pro rata portion of each of such Trust assets for
federal income tax purposes. The receipt of an In Kind Distribution will
result in a Unitholder of such a Trust receiving an undivided interest in
whole shares of stock plus, possibly, cash.

The potential tax consequences that may occur under an In Kind Distribution
with respect to each Security owned by a United States, Strategic Thirty
Global or Strategic Fifteen Global Trust will depend on whether or not a
Unitholder receives cash in addition to Securities. A "Security" for
this purpose is a particular class of stock issued by a particular
corporation. A Unitholder will not recognize gain or loss if a Unitholder only
receives Securities in exchange for his or her pro rata portion in the
Securities held by the Trust. However, if a Unitholder also receives cash in
exchange for a fractional share of a Security or for a foreign Security held
by the Trust, such Unitholder will generally recognize gain or loss based upon
the difference between the amount of cash received by the Unitholder and his
tax basis in such fractional share of a Security or such foreign Security held
by the Trust.

Because each United States, Strategic Thirty Global or Strategic Fifteen
Global Trust will own many Securities, a Unitholder who requests an In Kind
Distribution will have to analyze the tax consequences with respect to each
Security owned by such United States, Strategic Thirty Global or Strategic
Fifteen Global Trust. The amount of taxable gain (or loss) recognized upon
such exchange will generally equal the sum of the gain (or loss) recognized
under the rules described above by such Unitholder with respect to each
Security owned by such Trust. Unitholders who request an In Kind Distribution
are advised to consult their tax advisers in this regard.

Rollover Unitholders. As discussed in "Rights of Unitholders--Special
Redemption and Rollover in New Fund," a Unitholder may elect to become a
Rollover Unitholder. To the extent a Rollover Unitholder exchanges his Units
for Units of the 1998 Fund in a taxable transaction, such Unitholder will
recognize gains, if any, but generally will not be entitled to a deduction for
any losses recognized upon the disposition of any Securities pursuant to such
exchange to the extent that such Unitholder is considered the owner of
substantially identical securities under the wash sale provisions of the Code
taking into account such Unitholder's deemed ownership of the securities
underlying the Units in the 1998 Fund in the manner described above, if such
substantially identical securities were acquired within a period beginning 30
days before and ending 30 days after such disposition under the wash sale
provisions contained in Section 1091 of the Code. In the event a loss is
disallowed under the wash sale provisions, special rules contained in Section
1091(d) of the Code apply to determine the Unitholder's tax basis in the
securities acquired. Rollover Unitholders are advised to consult their tax
advisers.

Computation of the Unitholder's Tax Basis. Initially, a Unitholder's tax basis
in his Units will generally equal the price paid by such Unitholder for his
Units. The cost of the Units is allocated among the Securities held in the
Trust in accordance with the proportion of the fair market values of such
Securities on the valuation date nearest the date the Units are purchased in
order to determine such Unitholder's tax basis for his pro rata portion of
each Security.

A Unitholder's tax basis in his Units and his pro rata portion of a Security
held by the Trust will be reduced to the extent dividends paid with respect to
such Security are received by the Trust which are not taxable as ordinary
income as described above.

Other Matters. 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 a
Trust to such Unitholder (including amounts received upon the redemption of
Units) will be subject to back-up withholding. Distributions by a Trust (other
than those that are not treated as United States source income, if any) will
generally be subject to United States income taxation and withholding in the
case of Units held by non-resident alien individuals, foreign corporations or
other non-United States persons. Such persons should consult their tax
advisers.

In general, income that is not effectively connected to the conduct of a trade
or business within the United States that is earned by non-U.S. Unitholders
and derived from dividends of foreign corporations will not be subject to U.S.
withholding tax provided that less than 25 percent of the gross income of the
foreign corporation for a three-year period ending with the close of its
taxable year preceding payment was not effectively connected to the conduct of
a trade and business within the United States. In addition, such earnings may
be exempt from U.S. withholding pursuant to a specific treaty between the
United States and a foreign country. Non-U.S. Unitholders should consult their
own tax advisers regarding the imposition of U.S. withholding on distributions
from a Trust.

It should be noted that payments to the Trusts of dividends on Securities that
are attributable to foreign corporations may be subject to foreign withholding
taxes and Unitholders should consult their tax advisers regarding the
potential tax consequences relating to the payment of any such withholding
taxes by the Trusts. Any dividends withheld as a result thereof will
nevertheless be treated as income to the Unitholders. Because, under the
grantor trust rules, an investor is deemed to have paid directly his share of
foreign taxes that have been paid or accrued, if any, an investor may be
entitled to a foreign tax credit or deduction for United States tax purposes
with respect to such taxes. Investors should consult their tax advisers with
respect to foreign withholding taxes and foreign tax credits.

At the termination of a Trust, the Trustee will furnish to each Unitholder of
such Trust a statement containing information relating to the dividends
received by such Trust on the Securities, the gross proceeds received by such
Trust from the disposition of any Security (resulting from redemption or the
sale of any Security), and the fees and expenses paid by such Trust. The
Trustee will also furnish annual information returns to Unitholders and to the
Internal Revenue Service.

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.

In the opinion of Kroll & Tract LLP, special counsel to the Fund for New York
tax matters, each Trust is not an association taxable as a corporation and the
income of the Trusts will be treated as the income of the Unitholders under
the existing income tax laws of the State and City of New York.

The foregoing discussion relates only to the tax treatment of U.S. Unitholders
("U.S. Unitholders") with regard to federal and certain aspects of New
York State and City income taxes. Unitholders may be subject to taxation in
New York or in other jurisdictions and should consult their own tax advisers
in this regard. As used herein, the term "U.S. Unitholder" means an
owner of a Unit in one of the Trusts that (a) is (i) for United States federal
income tax purposes a citizen or resident of the United States, (ii) a
corporation, partnership or other entity created or organized in or under the
laws of the United States or of any political subdivision thereof, or (iii) an
estate or trust the income of which is subject to United States federal income
taxation regardless of its source or (b) does not qualify as a U.S. Unitholder
in paragraph (a) but whose income from a Unit is effectively connected with
such Unitholder's conduct of a United States trade or business. The term also
includes certain former citizens of the United States whose income and gain on
the Units will be taxable.

United Kingdom Taxation

- --------------------------------------------------------------------------
Tax Consequences of Ownership of Ordinary Shares. In the opinion of Linklaters
& Paines, United Kingdom special counsel to the Sponsor, based on the terms of
the Strategic Thirty or Strategic Fifteen Trusts as described in this
Prospectus and on certain representations made by special U.S. counsel to the
Sponsor, the following summary accurately describes the U.K. tax consequences
to certain U.S. Unitholders who beneficially hold Units of such Trusts as
capital assets. This summary is based upon current U.S. law, U.K. taxation law
and Inland Revenue practice in the U.K., the U.S./U.K. convention relating to
taxes on income and capital gains ("the Treaty"), and the U.S./U.K.
convention relating to estate and gift taxes (the "Estate Tax Treaty").
The summary is a general guide only and is subject to any changes in U.K.
or U.S. law, or the practice relating thereto and in the Treaty or Estate Tax
Treaty occurring after the date of this Prospectus which may affect (including
possibly on a retroactive basis) the tax consequences described herein.
Accordingly, Unitholders should consult their own tax advisers as to the U.K.
tax consequences applicable to their particular circumstances of ownership of
the Units of the Strategic Thirty or Strategic Fifteen Trusts.

Taxation of Dividends. Where a U.K. resident receives a dividend from a U.K.
corporation (other than a foreign income dividend (see below)), such resident
is generally entitled to a tax credit, which may be offset against such
resident's U.K. taxes, or, in certain circumstances, repaid. Under the Treaty,
a U.S. Unitholder, who is resident in the U.S. for the purposes of the Treaty,
may, in appropriate circumstances, be entitled to a repayment of that tax
credit, but any such repayment is subject to U.K. withholding tax at the rate
of 15% of the sum of the dividend and the credit. The tax credit, before such
withholding, is equal to one quarter of the dividend (the "Tax Credit
Amount"). Although such a U.S. Unitholder who is resident in the U.S. for
the purposes of the Treaty and who held shares directly in a corporation
resident in the U.K. for the purposes of the Treaty, could generally claim a
refund of a portion of the Tax Credit Amount attributable to the dividend (a
"Treaty Payment") pursuant to the terms of the Treaty, the ability of
such a U.S. Unitholder of Units in the Strategic Thirty or Strategic Fifteen
Trusts to claim such a Treaty Payment is unclear where dividend payments are
made directly to an entity such as the Strategic Thirty or Strategic Fifteen
Trusts. Any claim for such a Treaty Payment would have to be supported by
evidence of such U.S. Unitholder's entitlement to the relevant dividend. There
is no established procedure for proving such entitlement where the U.K.
corporation pays the dividend to a person such as the Strategic Thirty or
Strategic Fifteen Trusts unless a specific procedure is negotiated in advance
with the U.K. Inland Revenue. In the absence of agreeing such a special
procedure, Unitholders who are U.S. Persons should note that they may not in
practice be able to claim a Treaty Payment from the U.K. Inland Revenue.

Certain U.K. corporations which themselves receive income from other
jurisdictions which is subject to withholding of tax at source may elect to
pay some or all of their distributions as foreign income dividends. If a
company the shares of which are held in the Strategic Thirty or Strategic
Fifteen Trusts pays a foreign income dividend, no tax credit will be
attributable to such dividend. Accordingly, a U.S. Unitholder would not be
entitled to any repayment of a tax credit under the Treaty.

Taxation of Capital Gains. U.S. Unitholders who are not resident nor
ordinarily resident for tax purposes in the U.K. will not be liable for U.K.
tax on capital gains realized on the disposal of their Units unless such Units
are used, held or acquired for the purposes of a trade, profession or vocation
carried on in the U.K. through a branch or agency or for the purposes of such
branch or agency.

U.K. Inheritance Tax. An individual Unitholder who is domiciled in the U.S.
for the purposes of the Estate Tax Treaty and who is not a national of the
U.K. for the purposes of the Estate Tax Treaty will generally not be subject
to U.K. inheritance tax in respect of Units in the Strategic Thirty or
Strategic Fifteen Trusts on the individual's death or on a gift or other
non-arm's length transfer of such Units during the individual's lifetime
provided that any applicable U.S. federal gift or estate tax liability is
paid, unless the Units are part of the business property of a permanent
establishment of the individual in the U.K. or pertain to a fixed base in the
U.K. used by an individual for the performance of independent personal
services. Where the Units have been placed in trust by a settlor, the Units
will generally not be subject to U.K. inheritance tax if the settlor, at the
time of settlement, was domiciled in the U.S. for the purposes of the Estate
Tax Treaty and was not a U.K. national, provided that any applicable U.S.
federal gift or estate tax liability is paid. In the exceptional case where
the Units are subject both to U.K. inheritance tax and to U.S. federal gift or
estate tax, the Estate Tax Treaty generally provides for the tax paid in the
U.K. to be credited against tax paid in the U.S. or for tax paid in the U.S.
to be credited against tax payable in the U.K. based on priority rules set out
in that Treaty.

Stamp Tax. In connection with a transfer of Securities in the Strategic Thirty
or Strategic Fifteen Trusts, there is generally imposed a U.K. stamp duty or
stamp duty reserve tax payable upon transfer, which tax is usually imposed on
the purchaser of such Securities. Upon acquisition of the Securities in the
Strategic Thirty or Strategic Fifteen Trusts, the Trust paid such tax. It is
anticipated that upon the sale of such Securities such tax will be paid by the
purchaser thereof and not by the Strategic Thirty or Strategic Fifteen Trusts.

Hong Kong Taxation

- --------------------------------------------------------------------------
The Sponsor has been advised that the following summary accurately describes
the Hong Kong tax consequences under existing law to U.S. Unitholders of Units
of the Strategic Thirty or Strategic Fifteen Trusts. This discussion is for
general purposes only and assumes that such Unitholder is not carrying on a
trade, profession or business in Hong Kong and has no profits sourced in Hong
Kong arising from the carrying on of such trade, profession or business.
Unitholders should consult their tax advisers as to the Hong Kong tax
consequences of ownership of the Units of the Strategic Thirty or Strategic
Fifteen Trusts applicable to their particular circumstances.

Taxation of Dividends. Amounts in respect of dividends paid to Unitholders of
the Strategic Thirty or Strategic Fifteen Trusts are not taxable and therefore
will not be subject to the deduction of any withholding tax.

Profits Tax. A Unitholder of the Strategic Thirty or Strategic Fifteen Trusts
(other than a person carrying on a trade, profession or business in Hong Kong)
will not be subject to profits tax on any gain or profits made on the
realization or other disposal of his Units.

Hong Kong Estate Duty. Units of the Strategic Thirty or Strategic Fifteen
Trusts will not give rise to a liability to Hong Kong estate duty.

FUND OPERATING EXPENSES

- --------------------------------------------------------------------------
Compensation of Sponsor and Evaluator. The Sponsor will not receive any fees
in connection with its activities relating to the Fund. 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" ,
for providing portfolio supervisory services for the Fund. Such fee (which is
based on the number of Units of each Trust outstanding on January 1 of each
year except during the initial offering period in which event the calculation
is based on the number of Units of each Trust outstanding at the end of the
month of such calculation) may exceed the actual costs of providing such
supervisory services for these Trusts, but at no time will the total amount
received for portfolio supervisory services rendered to Series 1 and
subsequent series of Van Kampen Merritt Equity Opportunity Trust or its
successors (Van Kampen American Capital Equity Opportunity Trust) and to any
other 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, American Portfolio Evaluation Services, which is a division of Van
Kampen American Capital Investment Advisory Corp., shall receive for regularly
providing evaluation services to the Fund the annual per Unit evaluation fee
set forth under "Summary of Essential Financial Information" (which is
based on the number of Units of each Trust outstanding on January 1 of each
year for which such compensation relates except during the initial offering
period in which event the calculation is based on the number of Units of each
Trust outstanding at the end of the month of such calculation) for regularly
evaluating the Fund portfolios. 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 and Other Compensation".

Trustee's Fee. For its services the Trustee will receive the annual per Unit
fee from each Trust set forth under "Summary of Essential Financial
Information" (which is based on the number of Units of each Trust
outstanding at the end of the month of such calculation until the end of the
initial offering period at which time such calculation is based on the number
of Units of each Trust outstanding on such date) and in connection with the
Global Trusts the additional amounts set forth in footnote (8) in the "
Summary of Essential Financial Information" . 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 each 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 "Fund Administration".

Miscellaneous Expenses. Expenses incurred in establishing each Trust,
including the cost of the initial preparation of documents relating to such
Trust (including the Prospectus, Trust Agreement and closing documents),
federal and state registration fees, the initial fees and expenses of the
Trustee, legal and accounting expenses, payment of closing fees and any other
out-of-pocket expenses, will be paid by such Trust and amortized over the life
of such Trust. The following additional charges are or may be incurred by a
Trust: (a) normal expenses (including the cost of mailing reports to
Unitholders) incurred in connection with the operation of such 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 a Trust and the rights and interests of
Unitholders, (f) indemnification of the Trustee for any loss, liability or
expenses incurred in the administration of a Trust without negligence, bad
faith or wilful misconduct on its part, (g) foreign custodial and transaction
fees, (h) accrual of costs associated with liquidating the foreign securities
held in a Trust portfolio and (i) expenditures incurred in contacting
Unitholders upon termination of a Trust. The expenses set forth herein are
payable as described under "General" below.

General. During the initial offering period of each Trust, all of the fees and
expenses of such Trust will accrue on a daily basis and will be charged to
such Trust, in arrears, at the end of the initial offering period. After the
initial offering period, all of the fees and expenses of each Trust will
accrue on a daily basis and will be charged to such Trust, in arrears, on a
monthly basis on or before the tenth day of each month. The fees and expenses
are payable out of the Capital Account of the related Trust. When such fees
and expenses are paid by or owing to the Trustee, they are secured by a lien
on the related Trust's portfolio. It is expected that the balance in the
Capital Account of each Trust will be insufficient to provide for amounts
payable by the related Trust, and that Equity Securities will be sold from
such Trust to pay such amounts. These sales will result in capital gains or
losses to Unitholders. See "Taxation" and "Risk Factors".

PUBLIC OFFERING

- --------------------------------------------------------------------------

General. Units are offered at the Public Offering Price. During the initial
offering period and for secondary market transactions after the initial
offering period the Public Offering Price is based on the aggregate underlying
value of the Securities in each Trust's portfolio, the initial sales charge
described below, and cash, if any, in the Income and Capital Accounts held or
owned by such Trust. The initial sales charge is equal to the difference
between the maximum total sales charge for a Trust (2.75% of the Public
Offering Price) and the maximum deferred sales charge ($0.175 per Unit). The
monthly deferred sales charge ($0.0175 per Unit) will begin accruing on a
daily basis on March 11, 1997 and will continue to accrue through January 10,
1998. The monthly deferred sales charge will be charged to each Trust, in
arrears, commencing April 11, 1997 and will be charged on the 11th day of each
month thereafter through January 11, 1998. If any deferred sales charge
payment date is not a business day, the payment will be charged to the Trusts
on the next business day. Unitholders will be assessed that portion of the
deferred sales charge accrued from the time they became Unitholders of record.
Units purchased subsequent to the initial deferred sales charge payment will
be subject to only that portion of the deferred sales charge payments not yet
collected. This deferred sales charge will be paid from funds in the Capital
Account, if sufficient, or from the periodic sale of Securities. The total
maximum sales charge assessed to Unitholder on a per Unit basis will be 2.75%
of the Public Offering Price (2.828% of the aggregate value of the Securities
less the deferred sales charge). In the case of the Global Trusts, such
underlying value is based on the aggregate value of the foreign Securities
computed on the basis of the offering side value of the relevant currency
exchange rate expressed in U.S. dollars as of the Evaluation Time during the
initial offering period and on the bid side value for secondary market
transactions. The initial sales charge applicable to quantity purchases is
reduced on a graduated basis to any person acquiring 5,000 or more Units as
follows:

<TABLE>
<CAPTION>
Aggregate Number of
Units Purchased* Percentage Sales Charge Reduction Per Unit
- ----------------------- ------------------------------------------
<S> <C>
5,000-9,999 . 0.25%
10,000-14,999 . 0.50
15,000-99,999 . 0.85
100,000 or more . 1.75
__________________
*The breakpoint sales charges are also applied on a dollar basis
utilizing a breakpoint equivalent in the above table of $10 per
Unit and will be applied on whichever basis is more favorable to
the investor. The breakpoints will be adjusted to take into
consideration purchase orders stated in dollars which cannot be
completely fulfilled due to the Trusts' requirement that only
whole Units be issued.
</TABLE>

The sales charge reduction will primarily be the responsibility of the selling
broker, dealer or agent. An investor may aggregate purchases of Units of the
Trusts for purposes of qualifying for volume purchase discounts listed above.
The reduced sales charge structure will also apply on all purchases by the
same person from any one dealer of units of Van Kampen American
Capital-sponsored unit investment trusts which are being offered in the
initial offering period (a) on any one day (the "Initial Purchase Date")
or (b) on any day subsequent to the Initial Purchase Date if (1) the units
purchased are of a unit investment trust purchased on the Initial Purchase
Date, and (2) the person purchasing the units purchased a sufficient amount of
units on the Initial Purchase Date to qualify for a reduced sales charge on
such date. In the event units of more than one trust are purchased on the
Initial Purchase Date, the aggregate dollar amount of such purchases will be
used to determine whether purchasers are eligible for a reduced sales charge.
Such aggregate dollar amount will be divided by the public offering price per
unit (on the day preceding the date of purchase) of each respective trust
purchased to determine the total number of units which such amount could have
purchased of each individual trust. Purchasers must then consult the
applicable trust's prospectus to determine whether the total number of units
which could have been purchased of a specific trust would have qualified for a
reduced sales charge and, if so qualified, the amount of such reduction.
Assuming a purchaser qualified for a sales charge reduction or reductions, to
determine the applicable sales charge reduction or reductions it is necessary
to accumulate all purchases made on the Initial Purchase Date and all
purchases made in accordance with (b) above. Units purchased in the name of
the spouse of a purchaser or in the name of a child of such purchaser
("immediate family members") will be deemed for the purposes of calculating
the applicable sales charge to be additional purchases by the purchaser.
The reduced sales charges will also be applicable to a trustee or other
fiduciary purchasing securities for one or more trust estate
or fiduciary accounts.

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 immediate family members (as described above) 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.

During the initial offering period, unitholders of any Van Kampen American
Capital-sponsored unit investment trust may utilize their redemption or
termination proceeds to purchase Units of all Trusts subject to a reduced
sales charge of 1.75% of the Public Offering Price (all of which will be
deferred as provided herein).

During the initial offering period of the Trusts, unitholders of unaffiliated
unit investment trusts having an investment strategy similar to the investment
strategy of the Trusts may utilize proceeds received upon termination or upon
redemption immediately preceding termination of such unaffiliated trust to
purchase Units of a Trust subject to a sales charge of 1.75% of the Public
Offering Price (all of which will be deferred as provided herein).

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 will be able to purchase Units at
the Public Offering Price, less the applicable dealer concession.

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
Trusts. In the case of the Global Trusts, the Public Offering Price per Unit
is based on the aggregate value of the Securities computed on the basis of the
offering side or bid side value of the relevant currency exchange rate
expressed in U.S. dollars during the initial offering period or 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 in each
Trust an amount equal to the difference between the maximum total sales charge
for a Trust and the maximum deferred sales charge for a Trust and dividing the
sum so obtained by the number of Units in each Trust outstanding. In addition,
the Public Offering Price shall include the proportionate share of any cash
held in the Income and Capital Accounts in each Trust. Such price
determination as of the close of the relevant stock market on February 7, 1997
was made on the basis of an evaluation of the Securities in the Trusts
prepared by Interactive Data Corporation, a firm regularly engaged in the
business of evaluating, quoting or appraising comparable securities.
Thereafter, the Evaluator on each business day will appraise or cause to be
appraised the value of the underlying Securities in the applicable Trust as of
the relevant Evaluation Time and will adjust the Public Offering Price of the
Units commensurate with such valuation. Such Public Offering Price will be
effective for all orders received prior to the Evaluation Time on each such
day. Orders received by the Trustee or Sponsor for purchases, sales or
redemptions after that time, or on a day which is not a business day for the
related Trust, will be held until the next determination of price. The term
"business day", as used herein and under "Rights of
Unitholders--Redemption of Units", shall exclude Saturdays, Sundays and
the following holidays as observed by the New York Stock Exchange, Inc.: New
Year's Day, President's Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving and Christmas Day. In connection with the Strategic
Thirty and Strategic Fifteen Trusts, the term "business day" shall
also exclude any day on which Securities representing greater than 33% of the
Securities in a 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 in such Trusts 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). Unitholders who
purchase Units subsequent to the Initial Date of Deposit will pay an initial
sales charge equal to the difference between the maximum total sales charge
and the maximum deferred sales charge ($0.175 per Unit) and will be assessed a
deferred sales charge of $0.0175 per Unit on each of the remaining deferred
sales charge payment dates as set forth in "Public Offering--General".
The Sponsor currently does not intend to maintain a secondary market after
August 11, 1997.

The aggregate underlying value of the Equity Securities during the initial
offering period is determined on each business day by the Evaluator in the
following manner: if the Equity Securities are listed on a national 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 ask prices. The evaluation of a foreign
Security in either the Strategic Thirty Trust or the Strategic Fifteen Trust
will take into consideration any event or announcement occurring after the
close of the related foreign securities exchange and prior to the Evaluation
Time of such Trust 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 therefore is
other than on the exchange, the evaluation shall generally be based on the
current ask price on the over-the-counter market (unless it is determined that
these prices are inappropriate as a basis for evaluation). If current ask
prices are unavailable, the evaluation is generally determined (a) on the
basis of current ask prices for comparable securities, (b) by appraising the
value of the Equity Securities on the ask side of the market or (c) by any
combination of the above. In the case of the Global Trusts, the value of the
Equity Securities during the initial offering period is based on the aggregate
underlying value of the foreign Securities computed on the basis of the
offering side value of the relevant currency exchange rate expressed in U.S.
dollars as of the related 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 Trusts
but rather the entire pool of Securities, taken as a whole, which are
represented by the Units.

Unit Distribution. During the initial offering period, Units will be
distributed to the public by the Sponsor, broker-dealers and others at the
Public Offering Price. Upon the completion of the initial offering period,
Units repurchased in the secondary market, if any, may be offered by this
Prospectus at the secondary market Public Offering Price in the manner
described above.

The Sponsor intends to qualify the Units for sale in a number of states.
Brokers, dealers and others will be allowed a concession or agency commission
in connection with the distribution of Units during the initial offering
period as set forth in the following table. A portion of such concessions or
agency commissions represents amounts paid by the Sponsor to such brokers,
dealers and others out of its own assets as additional compensation.

<TABLE>
<CAPTION>
Initial Offering Period
Aggregate Number of Concession or Agency
Units Purchased* Commission per Unit
- ------------------------- ------------------------------
<S> <C>
1 - 4,999................ 2.10%
5,000 - 9,999............ 1.85
10,000 - 14,999.......... 1.60
15,000 - 99,999.......... 1.25
100,000 or more.......... 0.50
_____________________ .
*The breakpoint concessions or agency commissions are
also applied on a dollar basis utilizing a breakpoint
equivalent in the above table of $10 per Unit and will
be applied on whichever basis is more favorable to the
broker, dealer or agent. The breakpoints will be
adjusted to take into consideration purchase orders
stated in dollars which cannot be completely fulfilled
due to the Trusts' requirement that only whole Units be
issued.
</TABLE>

Any quantity discount provided to investors will be borne by the selling
dealer or agent as indicated under "General" above. For transactions
involving Rollover Unitholders the total concession or agency commission will
amount to 1.1% per Unit (or such lesser amount resulting from quantity sales
discounts). For all secondary market transactions the total concession or
agency commission will amount to 2.1% per Unit. Notwithstanding anything to
the contrary herein, in no case shall the total of any concessions, agency
commissions and any additional compensation allowed or paid to any broker,
dealer or other distributor of Units with respect to any individual
transaction exceed the total sales charge applicable to such transaction.

Certain commercial banks are making Units of the Trusts 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. Brokers and dealers of a Trust, banks
and/or others are eligible to participate in a program in which such firms
receive from the Sponsor a nominal award for each of their registered
representatives who have sold a minimum number of units of 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 any 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 person 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 brokers, dealers, banks
and/or others for certain services or activities which are primarily intended
to result in sales of Units of the Fund. Such payments are made by the Sponsor
out of its own assets and not out of the assets of the Fund. These programs
will not change the price Unitholders pay for their Units or the amount that a
Trust will receive from the Units sold.

Sponsor and Other Compensation. The Sponsor will receive the gross sales
commission equal to 2.75% of the Public Offering Price, less any reduced sales
charge for quantity purchases as described under "General" above. Any
such quantity discount provided to investors will be borne by the selling
dealer or agent.

In addition, the Sponsor will realize a profit or will sustain a loss, as the
case may be, as a result of the difference between the price paid for the
Securities by the Sponsor and the cost of such Securities to each Trust on the
Initial Date of Deposit as well as on subsequent deposits. See "Notes to
Portfolios". 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 Fund portfolios. The
Sponsor may further realize additional profit or loss during the initial
offering period as a result of the possible fluctuations in the market value
of the Securities in the Trusts after a date of deposit, since all proceeds
received from purchasers of Units.

Broker-dealers of the Trusts, 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 of 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 Trusts. Such payments are made by
the Sponsor out of its own assets, and not out of the assets of any Trust.
These programs will not change the price Unitholders pay for their Units or
the amount that a Trust will receive from the Units sold.

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 currently intends
to maintain a secondary market for Units of the Trusts 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 not obligated to do so, the Sponsor currently
intends to maintain a market for the Units offered hereby through August 11,
1997 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 Trusts (computed as indicated under "Offering Price" above and
"Rights of Unitholders--Redemption of Units" ). In the case of the
Global Trusts, the aggregate underlying value of the Equity Securities is
computed on the basis of the bid side value of the relevant currency exchange
rate (offer side during the initial offering period) expressed in U.S.
dollars. If the supply of Units exceeds demand or if some other business
reason warrants it, the Sponsor may either discontinue all purchases of Units
or discontinue purchases of Units at such prices. In the event that a market
is not maintained for the Units and the Unitholder cannot find another
purchaser, a Unitholder desiring to dispose of his Units will be able to
dispose of such Units 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 Trusts are available for purchase
in connection with certain types of tax-sheltered retirement plans, including
Individual Retirement Accounts for the individuals, Simplified Employee
Pension Plans for employees, qualified plans for self-employed individuals,
and qualified corporate pension and profit sharing plans for employees. The
purchase of Units of the Trusts may be limited by the plans' provisions and
does not itself establish such plans.

RIGHTS OF UNITHOLDERS

- --------------------------------------------------------------------------
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 Trusts 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 a Trust with
respect to the Equity Securities therein are credited by the Trustee to the
Income Account of such Trust. Other receipts (e.g., capital gains, proceeds
from the sale of Securities, etc.) are credited to the Capital Account of such
Trust. Proceeds from the sale of Securities made to meet redemptions of Units
shall be segregated within the Capital Account of a Trust from proceeds from
the sale of Securities made to satisfy the fees, expenses and charges of such
Trust. In the case of the Global Trusts, dividends to be credited to such
accounts are first converted into U.S. dollars at the applicable exchange rate.

The Trustee will distribute any income received with respect to any of the
Securities in a Trust on or about the Income Account Distribution Dates to
Unitholders of record on the preceding Income Account Record Dates. See "
Summary of Essential Financial Information" . Proceeds received on the sale
of any Securities in a Trust, to the extent not used to meet redemptions of
Units, pay the deferred sales charge or pay fees and expenses, will be
distributed semi-annually on the Capital Account Distribution Dates to
Unitholders of record on the preceding Capital Account Record Dates. 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
of the appropriate Trust 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. Unitholders
will initially receive their distributions in the form of an automatic
reinvestment into additional Units unless the Unitholder elects to receive
distributions in cash. See "Rights of Unitholders--Reinvestment
Option." 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.

At the end of the initial offering period for each Trust and on or before the
tenth day of each month thereafter, the Trustee will deduct from the Capital
Account of the appropriate Trust amounts necessary to pay the fees and
expenses of such Trust (as determined on the basis set forth under "Fund
Operating Expenses"). The Trustee also may withdraw from the Income and
Capital Accounts such amounts, if any, as it deems necessary to establish a
reserve for any governmental charges payable out of each Trust. Amounts so
withdrawn shall not be considered a part of such 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 of the appropriate Trust such amounts as may be necessary
to cover redemptions of Units.

It is anticipated that the deferred sales charge will be collected from the
Capital Account. To the extent that amounts in the Capital Account are
insufficient to satisfy the then current deferred sales charge obligation,
Equity Securities will be sold to meet such shortfall. Distributions of
amounts necessary to pay the deferred portion of the sales charge will be made
to an account maintained by the Trustee for purposes of satisfying
Unitholders' deferred sales charge obligations.

Reinvestment Option. Unitholders of a Trust will initially have each
distribution of dividend income, capital gains and/or principal on their Units
automatically reinvested in additional Units of such Trust under the "
Automatic Reinvestment Option" (to the extent Units may be lawfully
offered for sale in the state in which the Unitholder resides). Brokers and
dealers who distribute Units to Unitholders pursuant to the Automatic
Reinvestment Option may do so through two options. Brokers and dealers can use
the Dividend Reinvestment Service through Depository Trust Company or purchase
the available Automatic Reinvestment Option CUSIP. If a broker or dealer
decides to continue to utilize the Dividend Reinvestment Service through the
Depository Trust Company, the broker or dealer must have access to a PTS
terminal equipped with the Elective Dividend System function (EDS) prior to
the first Record Date set forth under "Summary of Essential Financial
Information". The second option available is to purchase the appropriate
CUSIP for automatic reinvestment. Unitholders receiving Units of a Trust
pursuant to participation in the Automatic Reinvestment Option will be subject
to the remaining deferred sales charge payments due on Units (assuming for
these purposes such Units had been outstanding during the primary offering
period). Unitholders may also elect to receive distributions of dividend
income, capital gains and/or principal on their Units in cash. To receive
cash, a Unitholder or his or her broker or agent must file with the Trustee a
written notice of election, together with any certificate representing Units
and other documentation that the Trustee may then require, at least five days
prior to the Record Date for which the first distribution is to apply. A
Unitholder's election to receive cash will apply to all Units of a 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 a Trust (see "
The Fund"), 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 at the net asset value for Units of a Trust as of the Evaluation Time on
the related Income or Capital Account Distribution Dates. Under the
reinvestment plan, a Trust will pay the Unitholder's distributions to the
Trustee which in turn will purchase for such Unitholder full and fractional
Units of a Trust and will send such Unitholder a statement reflecting the
reinvestment.

Unitholders may also elect to have each distribution of interest income,
capital gains and/or principal 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 Trusts. 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
interest income, capital gains and/or principal 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 of a Trust 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 of a Trust outstanding. 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 of
a Trust a statement (i) as to the Income Account: income received, deductions
for applicable taxes and for fees and expenses of such 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
such 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 by such Trust
and the number of Units of such Trust outstanding on the last business day of
such calendar year; (iv) the Redemption Price per Unit of such Trust 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 of such Trust, 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 a 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 office at 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 as described above (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 be entitled
to receive in cash (unless the redeeming Unitholder in a United States,
Strategic Thirty or Strategic Fifteen Trust elects an In Kind Distribution as
described below) 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 in
the case of the Global Trusts converted into U.S. dollars as of the Evaluation
Time set forth under "Summary of Essential Financial Information" . The
"date of tender" is deemed to be the date on which Units are received
by the Trustee, except that with respect to Units received after the
applicable Evaluation Time the date of tender is the next business day as
defined under "Public Offering--Offering Price" and such Units will be
deemed to have been tendered to the Trustee on such day for redemption at the
redemption price computed on that day. The London Stock Exchange and the Hong
Kong Exchange are open for trading on certain days which are U.S. holidays on
which the Fund will not transact business. The foreign Securities will
continue to trade on those days and thus the value of the Global Trusts may be
significantly affected on days when a Unitholder cannot sell or redeem his
Units.

The Trustee is empowered to sell Securities of a Trust in order to make funds
available for redemption if funds are not otherwise available in the Capital
and Income Accounts of such Trust 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. Units tendered for redemption 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 redemption.

Unitholders in a United States, Strategic Thirty or Strategic Fifteen Trust
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 U.S.-traded Securities per Unit (plus cash) 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. A Unitholder in the Strategic Thirty or Strategic Fifteen Trusts
electing an In Kind Distribution will not receive a distribution of shares of
the foreign exchange-traded Securities but will instead receive cash
representing his pro rata portion of such Securities.The tendering Unitholder
will receive his pro rata number of whole shares of each of the U.S.-traded
Securities comprising a United States, Strategic Thirty or Strategic Fifteen
Trust portfolio and cash from the Capital Account equal to the pro rata
portion of any foreign exchange-traded Securities (in the Strategic Thirty and
Strategic Fifteen Trusts) and any 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 Trustee may sell Securities according to the
criteria discussed above.

To the extent that Securities are redeemed in kind or sold, the size of a
Trust will be, and the diversity of such 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 U.S. federal income tax consequences will result if a
Unitholder in a United States, Strategic Thirty or Strategic Fifteen Trust
requests an In Kind Distribution. See "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 each Trust, plus or minus cash, if any, in the Income
and Capital Accounts of such Trust. 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" . The Redemption Price per Unit
is the pro rata share of each Unit in each Trust determined on the basis of
(i) the cash on hand in such Trust, (ii) the value of the Securities in such
Trust and (iii) dividends receivable on the Equity Securities of such Trust
trading ex-dividend as of the date of computation, less (a) amounts
representing taxes or other governmental charges payable out of such Trust and
(b) the accrued expenses of such Trust. The Evaluator may determine the value
of the Equity Securities in a 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 of a Trust 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 of such Trust
on the bid side of the market or (c) by any combination of the above. In the
case of the Global Trusts, the value of the Equity Securities in the secondary
market is based on the aggregate value of the foreign Securities computed on
the basis of the bid side value of the relevant currency exchange rate
expressed in U.S. dollars 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 a Trust is not reasonably practicable, or for such other periods
as the Securities and Exchange Commission may by order permit.

Special Redemption and Rollover in New Fund. It is expected that a special
redemption will be made of all Units of each Trust held by any Unitholder (a
"Rollover Unitholder" ) who affirmatively notifies the Trustee in
writing that he desires to rollover his Units by the Rollover Notification
Date specified in the "Summary of Essential Financial Information".

All Units of Rollover Unitholders will be redeemed on the Special Redemption
Date and the underlying Securities will be distributed to the Distribution
Agent on behalf of the Rollover Unitholders. On the Special Redemption Date
(as set forth in "Summary of Essential Financial Information"), the
Distribution Agent will be required to sell all of the underlying Securities
on behalf of Rollover Unitholders. The sales proceeds will be net of brokerage
fees, governmental charges or any expenses involved in the sales.

The Distribution Agent will attempt to sell the Securities as quickly as is
practicable on the Special Redemption Date. The Sponsor does not anticipate
that the period will be longer than one day given that the Securities are
usually highly liquid. However, certain of the factors discussed under "
Risk Factors" could affect the ability of the Sponsor to sell the
Securities of the Global Trusts and thereby affect the length of the sale
period somewhat. The liquidity of any Security depends on the daily trading
volume of the Security and the amount that the Sponsor has available for sale
on any particular day.

Pursuant to an exemptive order, each terminating Trust (and the Distribution
Agent on behalf of Rollover Unitholders) can sell Securities to a New Series
if those Securities continue to meet the related investment strategy of the
respective Series. The exemption will enable each Trust to eliminate
commission costs on these transactions. The price for those securities will be
the closing sale price on the sale date on the exchange where the Securities
are principally traded, as certified by the Trustee.

The Rollover Unitholders' proceeds will be invested in the next subsequent
series of the Fund (the "1998 Fund" ), if then being offered, the
trusts of which will contain portfolios consisting of component stocks of the
DJIA, FT Index or Hang Seng Index selected in accordance with the indexing
strategies of the Trusts in the current Series of the Fund. The proceeds of
redemption will be used to buy 1998 Fund units in the appropriate portfolio as
the proceeds become available.

The Sponsor intends to create the 1998 Fund shortly prior to the Special
Redemption Date, dependent upon the availability and reasonably favorable
prices of the Securities included in the 1998 Fund portfolios, and it is
intended that Rollover Unitholders will be given first priority to purchase
the 1998 Fund units. There can be no assurance, however, as to the exact
timing of the creation of the 1998 Fund units or the aggregate number of 1998
Fund units in each trust portfolio which the Sponsor will create. The Sponsor
may, in its sole discretion, stop creating new units in each trust portfolio
at any time it chooses, regardless of whether all proceeds of the Special
Redemption have been invested on behalf of Rollover Unitholders. Cash which
has not been invested on behalf of the Rollover Unitholders in 1998 Fund units
will be distributed shortly after the Special Redemption Date.

Any Rollover Unitholder may thus be redeemed out of the Fund and become a
holder of an entirely different unit investment trust in the 1998 Fund with a
different portfolio of Securities. The Rollover Unitholders' Units will be
redeemed and the distributed Securities shall be sold on the Special
Redemption Date. In accordance with the Rollover Unitholders' offer to
purchase the 1998 Fund units, the proceeds of the sales (and any other cash
distributed upon redemption) will be invested in the 1998 Fund in the
appropriate portfolio at the public offering price, including the applicable
sales charge per Unit (which for Rollover Unitholders is currently expected to
be 1.75% of the Public Offering Price of the 1998 Fund units).

This process of redemption and rollover into a new trust is intended to allow
for the fact that the portfolios selected by the Sponsor are chosen on the
basis of growth and income potential only for a year, at which point a new
portfolio is chosen. It is contemplated that a similar process of redemption
and rollover in new unit investment trusts will be available for the 1998 Fund
and each subsequent series of the Fund, approximately a year after that
Series' creation.

There can be no assurance that the redemption and rollover will avoid any
negative market price consequences stemming from the trading of large volumes
of securities and of the underlying Securities. The above procedures may be
insufficient or unsuccessful in avoiding such price consequences. In fact,
market price trends may make it advantageous to sell or buy more quickly or
more slowly than permitted by these procedures.

It should also be noted that Rollover Unitholders may realize taxable capital
gains on the Special Redemption and Rollover but, in certain circumstances,
will not be entitled to a deduction for certain capital losses and, due to the
procedures for investing in the subsequent Trust, no cash would be distributed
at that time to pay any taxes. Included in the cash for the Special Redemption
and Rollover will be any amount of cash attributable to the last distribution
of dividend income; accordingly, Rollover Unitholders also will not have such
cash distributed to pay any taxes. See "Taxation". Unitholders who do
not inform the Distribution Agent that they wish to have their Units so
redeemed and liquidated will not realize capital gains or losses due to the
Special Redemption and Rollover and will not be charged any additional sales
charge.

The Sponsor may for any reason, in its sole discretion, decide not to sponsor
the 1998 Fund or any subsequent series of the Fund, without penalty or
incurring liability to any Unitholder. If the Sponsor so decides, the Sponsor
shall notify the Unitholders before the Special Redemption Date would have
commenced. The Sponsor may modify the terms of the 1998 Fund or any subsequent
series of the Fund. The Sponsor may also modify the terms of the Special
Redemption and Rollover in the 1998 Fund upon notice to the Unitholders prior
to the Rollover Notification Date specified in the related "Summary of
Essential Financial Information".

FUND ADMINISTRATION

- --------------------------------------------------------------------------
Sponsor Purchases of Units. The Trustee shall notify the Sponsor of any Units
tendered 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 portfolios of the Fund are 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 Fund, 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 a 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 a Trust,
they may be accepted for deposit in such Trust and either sold by the Trustee
or held in such Trust pursuant to the direction of the Sponsor (who may rely
on the advice of the Supervisor). Proceeds from the sale of Securities (or any
securities or other property received by the Fund in exchange for Equity
Securities) are credited to the Capital Account for distribution to
Unitholders, pay an accrued deferred sales charge or to meet redemptions.
Except as stated under "Trust Portfolios" for failed securities and as
provided in this paragraph, the acquisition by a Trust of any securities other
than the Securities is prohibited.

As indicated under "Rights of Unitholders--Redemption of Units" above,
the Trustee may also sell Securities designated by the Supervisor, or if no
such designation has been made, in its own discretion, for the purpose of
redeeming Units of a 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 in a Trust. To the extent this is not
practicable, the composition and diversity of the Equity Securities in such
Trust may be altered. In order to obtain the best price for a 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 representing 51% of the Units of a Trust then
outstanding, provided that no such amendment or waiver will reduce the
interest in such 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.

A Trust may be liquidated at any time by consent of Unitholders representing
66 2/3% of the Units of such Trust then outstanding or by the Trustee when the
value of the Equity Securities owned by a Trust, as shown by any evaluation,
is less than that amount set forth under Minimum Termination Value in the "
Summary of Essential Financial Information." A Trust will be liquidated by
the Trustee in the event that a sufficient number of Units of such Trust not
yet sold are tendered for redemption by the Sponsor, so that the net worth of
such Trust would be reduced to less than 40% of the value of the Securities at
the time they were deposited in such Trust. If a Trust is liquidated because
of the redemption of unsold Units by the Sponsor, the Sponsor will refund to
each purchaser of Units the entire sales charge paid by such purchaser. The
Trust Agreement will terminate upon the sale or other disposition of the last
Security held thereunder, but in no event will it continue beyond the
Mandatory Termination Date stated under "Summary of Essential Financial
Information".

Commencing on the Mandatory Termination Date, Equity Securities will begin to
be sold in connection with the termination of the Fund. 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. At least 30 days before the Mandatory Termination Date the
Trustee will provide written notice of any termination to all Unitholders of
the appropriate Trust and in the case of a United States, Strategic Thirty or
Strategic Fifteen Trust will include with such notice a form to enable
Unitholders owning 1,000 or more Units to request an In Kind Distribution of
the U.S.-traded Securities rather than payment in cash upon the termination of
such 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 number
of whole shares of the U.S.-traded Securities in a United States, Strategic
Thirty or Strategic Fifteen Trust to the account of the broker-dealer or bank
designated by the Unitholder at Depository Trust Company. A Unitholder in the
Strategic Thirty or Strategic Fifteen Trusts electing an In Kind Distribution
will not receive a distribution of shares of the foreign exchange-traded
Securities but will instead receive cash representing his pro rata portion of
such Securities. The value of the Unitholder's fractional shares of the
Securities will be paid in cash. Unitholders with less than 1,000 Units,
Unitholders in a United States, Strategic Thirty or Strategic Fifteen Trust
with 1,000 or more Units not requesting an In Kind Distribution and
Unitholders who do not elect the Rollover Option 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 appropriate 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 Securities in
a 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 of each Trust his pro rata share of the balance
of the Income and Capital Accounts of such Trust.

The Sponsor currently intends to, but is not obligated to, offer for sale
units of a subsequent series of the Trusts pursuant to the Rollover Option
(see "Rights of Unitholders--Special Redemption and Rollover in New
Fund"). There is, however, no assurance that units of any new series of
such Fund will be offered for sale at that time, or if offered, that there
will be sufficient units available for sale to meet the requests of any or all
Unitholders.

Within 60 days of the final distribution Unitholders will be furnished a final
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 a 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 Trusts. The Sponsor is an indirect
subsidiary of VK/AC Holding, Inc. On October 31, 1996, VK/AC Holding, Inc.
became a wholly owned indirect subsidiary of Morgan Stanley Group, Inc.
pursuant to the closing of an Agreement and Plan of Merger among Morgan
Stanley Group, Inc., MSAM Holding II, Inc. and MSAM Acquisition Inc., whereby
MSAM Acquisition Inc. was merged with and into VK/AC Holding, Inc. and VK/AC
Holding, Inc. was the surviving corporation (the "Acquisition"). Prior
to October 31, 1996, VK/AC Holding, Inc. was controlled, through the ownership
of a substantial majority of its common stock, by The Clayton & Dubilier
Private Equity IV Limited Partnership.

As a result of the Acquisition, VK/AC Holding, Inc. became a wholly owned
subsidiary of MSAM Holdings II, Inc. which, in turn, is a wholly owned
subsidiary of Morgan Stanley Group, Inc. Morgan Stanley Group, Inc. and
various of its directly or indirectly owned subsidiaries, including Morgan
Stanley Asset Management Inc., an investment adviser ("MASM"), Morgan
Stanley & Co. Incorporated, a registered broker-dealer and investment adviser,
and Morgan Stanley International, are engaged in a wide range of financial
services. Their 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; and
global custody, securities clearance services and securities lending. As of
September 30, 1996, MSAM, together with its affiliated investment advisory
companies, had approximately $103.5 billion of assets under management and
fiduciary advice.

On February 5, 1997, Morgan Stanley Group, Inc. and Dean Witter, Discover &
Co. announced that they had entered into an Agreement and Plan of Merger to
form a new company to be named Morgan Stanley, Dean Witter, Discover & Co.
Subject to certain conditions being met, it is currently anticipated that the
transaction will close in mid-1997. Thereafter, Van Kampen American Capital
Distributors, Inc. will be an indirect subsidiary of Morgan Stanley, Dean
Witter, Discover & Co. Dean Witter, Discover & Co. is a financial services
company with three major businesses: full service brokerage, credit services
and asset management of more than $100 billion in customer accounts.

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 Trusts or to any 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 December 31, 1996, the Sponsor and its affiliates managed or supervised
approximately $59 billion of investment products, of which over $21.78 billion
is invested in municipal securities. The Sponsor and its affiliates managed
$48 billion of assets, consisting of $29.9 billion for 59 open end mutual
funds (of which 46 are distributed by Van Kampen American Capital
Distributors, Inc.), $13.12 billion for 38 closed-end funds and $4.99 billion
for 114 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-end 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 Trusts 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 portfolios.

In accordance with the Trust Agreement, the Trustee shall keep proper books of
record and account of all transactions at its office for each Trust. Such
records shall include the name and address of, and the number of Units of each
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 each 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 statements of condition and the
related securities portfolios at the Initial Date of Deposit included in this
Prospectus have been audited by Grant Thornton LLP, independent certified
public accountants, as set forth in their report in this Prospectus, and are
included herein in reliance upon the authority of said firm as experts in
accounting and auditing.

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors of Van Kampen American Capital Distributors, Inc.
and the Unitholders of Van Kampen American Capital Equity Opportunity Trust,
Series 49:

We have audited the accompanying statements of condition and the related
portfolios of Van Kampen American Capital Equity Opportunity Trust, Series 49
as of February 10, 1997. The statements of condition and portfolios are the
responsibility of the Sponsor. Our responsibility is to express an opinion on
such financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards 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 irrevocable letters of credit deposited to
purchase securities by correspondence with the Trustee. An audit also includes
assessing the accounting principles used and significant estimates made by the
Sponsor, as well as evaluating the overall financial statement presentation.

We believe our audit provides a reasonable basis for our opinion. In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Van Kampen American Capital
Equity Opportunity Trust, Series 49 as of February 10, 1997, in conformity
with generally accepted accounting principles.

GRANT THORNTON LLP

Chicago, Illinois
February 10, 1997

<TABLE>
VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST,
SERIES 49

STATEMENTS OF CONDITION
As of February 10, 1997

<CAPTION>
Strategic Strategic
Ten Five Strategic Strategic
United United Thirty Fifteen
INVESTMENT IN SECURITIES States States Global Global
Trust Trust Trust Trust
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Contracts to purchase Securities <F1>.......... $ 148,325 $ 148,652 $ 296,611 $ 148,641
Organizational costs <F2>...................... 49,920 30,309 27,576 28,982
-------------- -------------- -------------- --------------
Total.......................................... $ 198,245 $ 178,961 $ 324,187 $ 177,623
============== ============== ============== ==============
LIABILITIES AND INTEREST OF UNITHOLDERS
Liabilities--
Accrued organizational costs <F2>.............. $ 49,920 $ 30,309 $ 27,576 $ 28,982
Deferred sales charge liability <F3>........... 2,625 2,625 5,250 2,625
Interest of Unitholders--
Cost to investors <F4>......................... 149,850 150,150 299,700 150,150
Less: Gross underwriting commission <F4><F5>... 4,150 4,123 8,339 4,134
-------------- -------------- -------------- --------------
Net interest to Unitholders <F4>............... 145,700 146,027 291,361 146,016
-------------- -------------- -------------- --------------
Total.......................................... $ 198,245 $ 178,961 $ 324,187 $ 177,623
============== ============== ============== ==============

==========
<FN>
<F1>The aggregate value of the Securities listed under "Portfolios" herein
and their cost to each Trust are the same. The value of the Securities is
determined by Interactive Data Corporation on the bases set forth under "
Public Offering--Offering Price". The contracts to purchase Securities are
collateralized by separate irrevocable letters of credit of $148,325,
$148,652, $296,611 and $148,641 which have been deposited with the Trustee
with respect to the Strategic Ten United States Trust, Strategic Five United
States Trust, Strategic Thirty Global Trust and Strategic Fifteen Global Trust.

<F2>Each Trust will bear all or a portion of its organizational costs, which will
be deferred and amortized to interest to Unitholders over the life of such
Trust. Organizational costs have been estimated based on a projected Trust
size of $30,000,000, $15,000,000, $4,000,000 and $6,000,000 for the Strategic
Ten United States Trust, Strategic Five United States Trust, Strategic Thirty
Global Trust and Strategic Fifteen Global Trust. To the extent a Trust is
larger or smaller, the estimate will vary. Securities will be sold to pay
organizational costs.

<F3>Represents the amount of mandatory distributions from a Trust on the bases set
forth under "Public Offering".

<F4>The aggregate public offering price and the aggregate initial sales charge are
computed on the bases set forth under "Public Offering--Offering Price"
and "Public Offering--Sponsor and Other Compensation" and assume all
single transactions involve less than 5,000 Units. For single transactions
involving 5,000 or more Units, the sales charge is reduced (see "Public
Offering--General") resulting in an equal reduction in both the Cost to
investors and the Gross underwriting commission while the Net interest to
Unitholders remains unchanged.

<F5>Assumes the maximum sales charge.
</TABLE>

<TABLE>
STRATEGIC TEN TRUST UNITED STATES PORTFOLIO, SERIES 13
PORTFOLIO (VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST, SERIES 49)
as of the Initial Date of Deposit: February 10, 1997

<CAPTION>
Estimated
Annual Cost of
Number Market Value Dividends per Securities
of Shares Name of Issuer <F1> per Share <F2> Share <F2> to Trust <F2>
- ------------ ------------------------------------------- ----------------- --------------- --------------
<S> <C> <C> <C> <C>
388 AT&T Corporation $ 38.250 $ 1.26 $ 14,841.00
226 Chevron Corporation 65.750 2.16 14,859.50
146 Exxon Corporation 101.375 3.16 14,800.75
263 General Motors Corporation 56.750 2.00 14,925.25
277 Goodyear Tire & Rubber Company 52.500 1.12 14,542.50
359 International Paper Company 42.000 1.00 15,078.00
144 J. P. Morgan & Company, Inc. 104.625 3.52 15,066.00
176 Minnesota Mining & Manufacturing Company 84.375 1.96 14,850.00
121 Philip Morris Companies, Inc. 121.125 4.80 14,656.13
144 Texaco, Inc. 102.125 3.40 14,706.00
- ------------ --------------
2,244 $ 148,325.13
============ ==============
</TABLE>

<TABLE>
STRATEGIC FIVE TRUST UNITED STATES PORTFOLIO, SERIES 7
PORTFOLIO (VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST, SERIES 49)
as of the Initial Date of Deposit: February 10, 1997

<TABLE>
STRATEGIC THIRTY TRUST GLOBAL PORTFOLIO, SERIES 2
PORTFOLIO (VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST, SERIES 49)
as of the Initial Date of Deposit: February 10, 1997

<CAPTION>
Estimated
Annual
Dividends Cost of
Number Market Value per Share Securities
of Shares Name of Issuer <F1> per Share <F2> <F2> to Trust <F2>
- ------------ ------------------------------------------------- ---------------- -------------- --------------
<S> <C> <C> <C> <C>
DJIA Companies:
260 AT&T Corporation $ 38.250 $ 1.26 $ 9,945.00
151 Chevron Corporation 65.750 2.16 9,928.25
97 Exxon Corporation 101.375 3.16 9,833.38
176 General Motors Corporation 56.750 2.00 9,988.00
184 Goodyear Tire & Rubber Company 52.500 1.12 9,660.00
241 International Paper Company 42.000 1.00 10,122.00
96 J. P. Morgan & Company, Inc. 104.625 3.52 10,044.00
118 Minnesota Mining & Manufacturing Company 84.375 1.96 9,956.25
81 Philip Morris Companies, Inc. 121.125 4.80 9,811.13
95 Texaco, Inc. 102.125 3.40 9,701.88
FT Index Companies:
1,415 Allied Domecq Plc 6.809 0.41 9,635.35
2,144 BICC Plc 4.567 0.21 9,791.23
2,362 BTR Plc 4.102 0.24 9,688.85
2,641 British Gas Plc 3.971 0.25 10,488.71
1,362 British Telecom Plc 7.144 0.33 9,729.84
1,541 Courtaulds Plc 6.459 0.28 9,952.96
6,668 Hanson Plc 1.443 0.11 9,624.84
790 Imperial Chemical Industries Plc 12.020 0.56 9,496.18
932 Peninsular & Oriental Steam Navigation Company 10.708 0.53 9,979.42
1,394 Tate & Lyle Plc 7.111 0.30 9,912.97
Hang Seng Index Companies:
7,500 Amoy Properties Ltd. 1.291 0.06 9,681.79
6,000 Cathay Pacific Airways 1.543 0.06 9,255.79
2,000 China Light & Power Company Ltd. 4.712 0.18 9,423.61
5,000 Hang Lung Development Company 2.059 0.09 10,294.97
9,000 Henderson Investment Ltd. 1.162 0.05 10,456.34
1,000 Henderson Land Development Company Ltd. 9.488 0.26 9,488.16
3,000 Hong Kong Electric Holdings Ltd. 3.602 0.15 10,804.88
5,600 Hong Kong Telecommunications Ltd. 1.762 0.09 9,867.68
14,000 Shun Tak Holdings Ltd. 0.729 0.04 10,211.06
12,000 South China Morning Post (Holdings) Ltd. 0.820 0.04 9,836.70
- ------------ --------------
87,848 $ 296,611.22
============ ==============
</TABLE>

<TABLE>
STRATEGIC FIFTEEN TRUST GLOBAL PORTFOLIO, SERIES 2
PORTFOLIO (VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST, SERIES 49)
as of the Initial Date of Deposit: February 10, 1997

<CAPTION>
Estimated
Annual Cost of
Number Market Value Dividends per Securities
of Shares Name of Issuer <F1> per Share <F2> Share <F2> to Trust <F2>
- ------------ ------------------------------------------- ---------------- --------------- --------------
<S> <C> <C> <C> <C>
DJIA Companies:
152 Chevron Corporation $ 65.750 $ 2.16 $ 9,994.00
177 General Motors Corporation 56.750 2.00 10,044.75
184 Goodyear Tire & Rubber Company 52.500 1.12 9,660.00
242 International Paper Company 42.000 1.00 10,164.00
118 Minnesota Mining & Manufacturing Company 84.375 1.96 9,956.25
FT Index Companies:
1,420 Allied Domecq Plc 6.809 0.41 9,669.40
2,151 BICC Plc 4.567 0.21 9,823.20
2,370 BTR Plc 4.102 0.24 9,721.67
2,650 British Gas Plc 3.971 0.25 10,524.45
1,546 Courtaulds Plc 6.459 0.28 9,985.26
Hang Seng Index Companies:
7,500 Amoy Properties Ltd. 1.291 0.06 9,681.79
6,000 Cathay Pacific Airways 1.543 0.06 9,255.79
9,000 Henderson Investment Ltd. 1.162 0.05 10,456.34
5,600 Hong Kong Telecommunications Ltd. 1.762 0.09 9,867.68
12,000 South China Morning Post (Holdings) Ltd. 0.820 0.04 9,836.70
- ------------ --------------
51,110 $ 148,641.28
============ ==============
</TABLE>

NOTES TO PORTFOLIOS

- --------------------------------------------------------------------------
(1) All of the Securities are represented by "regular way" contracts
for the performance of which an irrevocable letter of credit has been
deposited with the Trustee. At the Initial Date of Deposit, the Sponsor has
assigned to the Trustee all of its right, title and interest in and to such
Securities. Contracts to acquire Securities were entered into on February 7,
1997 and are expected to settle on February 12 and February 14, 1997. (see
"The Fund").

(2) The market value of each of the Equity Securities is based on the closing
sale price of each Security on the applicable exchange (converted into U.S.
dollars at the offer side of the exchange rate at the Evaluation Time in the
case of the Global Trusts) on the day prior to the Initial Date of Deposit.
Estimated annual dividends are based on the most recently declared dividends
or, with respect to dividends of foreign Securities in the Global Trusts, on
the most recent interim and final dividends declared (converted into U.S.
dollars at the offer side of the exchange rate at the Evaluation Time).
Estimated annuals dividends of foreign Securities in the Global Trusts reflect
the net amounts after giving effect to foreign withholding taxes. The
aggregate value of the Securities at the Evaluation Time for the Global Trusts
(based on the closing sale price of each Security and, if applicable,
converted into U.S. dollars at the bid side of the related currency exchange
rate at the Evaluation Time) was $296,539 and $148,605 for the Strategic
Thirty Trust and Strategic Fifteen Trust, respectively. This is the basis on
which the Redemption Price per Unit will be determined. The offer side
exchange rates of the Securities in the Global Trusts (the basis on which the
Public Offering Price per Unit will be determined during the initial offering
period) is greater than the related bid side values. Other information
regarding the Securities in the Fund, as of the Initial Date of Deposit
(converted into U.S. dollars at the offer side of the exchange rate at the
Evaluation Time in the case of the Global Trusts), is as follows:

<TABLE>
<CAPTION>
Aggregate
Profit Estimated
Cost To (Loss) To Annual
Sponsor Sponsor Dividends
------------ -------------- --------------
<S> <C> <C> <C>
Strategic Ten United States Trust $ 148,325 $ -- $ 4,554
Strategic Five United States Trust $ 148,652 $ -- $ 4,061
Strategic Thirty Global Trust $ 296,839 $ (228) $ 12,642
Strategic Fifteen Global Trust $ 148,826 $ (185) $ 6,321
</TABLE>

An affiliate of the Sponsor may have participated as issuer, sole underwriter,
managing underwriter or member of an underwriting syndicate in a public
offering of one or more of the stocks in the Trust. An affiliate of the
Sponsor may serve as a specialist in the stocks in the Trust on one or more
stock exchanges and may have a long or short position in any of these stocks
or in options on any of these stocks, and may be on the opposite side of
public orders executed on the floor of an exchange where such stocks are
listed. An officer, director or employee of the Sponsor or an affiliate may be
an officer or director of one or more of the issuers of the stocks in the
Trusts. An affiliate of the Sponsor may trade for its own account as an
odd-lot dealer, market maker, block positioner and/or arbitrageur in any
stocks or options relating thereto. The Sponsor, its affiliates, directors,
elected officers and employee benefit programs may have either a long or short
position in any stock or option of the issuers.

<TABLE>

<CAPTION>
Title Page
<S> <C>
Summary of Essential Financial
Information............................. 5
The Fund................................. 8
Objectives and Securities Selection...... 10
Trust Portfolios......................... 12
Risk Factors............................. 30
Taxation................................. 37
Fund Operating Expenses.................. 42
Public Offering.......................... 43
Rights of Unitholders.................... 48
Fund Administration...................... 54
Other Matters............................ 58
Report of Independent Certified Public
Accountants............................. 58
Statements of Condition ................. 59
Notes to Portfolios...................... 63
</TABLE>

TABLE OF CONTENTS

PROSPECTUS

February 10, 1997

Van Kampen American Capital Equity Opportunity Trust, Series 49

Strategic Ten Trust
United States Portfolio, Series 13

Strategic Five Trust
United States Portfolio, Series 7

Strategic Thirty Trust
Global Portfolio, Series 2

Strategic Fifteen Trust
Global Portfolio, Series 2

A Wealth of Knowledge A Knowledge of Wealth (sm)

VAN KAMPEN AMERICAN CAPITAL

One Parkview Plaza
Oakbrook Terrace, Illinois 60181
2800 Post Oak Boulevard
Houston, Texas 77056

Please retain this Prospectus for future reference.