File No. 33-56359
CIK #897134
Securities and Exchange Commission
Washington, D.C. 20549-1004
Amendment No. 1
to
Form S-6
For Registration under the Securities Act of 1933 of Securities of Unit
Investment Trusts Registered on Form N-8B-2.
A. Exact name of Trust: Van Kampen Merritt Insured Income
Trust Series 40
B. Name of Depositor: Van Kampen Merritt Inc.
C. Complete address of One Parkview Plaza
Depositor's principal Oakbrook Terrace, Illinois 60181
executive offices:
D. Name and complete address of agents for
service:
Chapman And Cutler Van Kampen Merritt Inc.
Attention: Mark J. Kneedy Attention: John C. Merritt, Chairman
111 West Monroe Street One Parkview Plaza
Chicago, Illinois 60603 Oakbrook Terrace, Illinois 60181
E. Title and amount of securities being registered: 13,808* Units
F. Proposed maximum offering price to the public of the securities being
registered:
($1010 per Unit**): $13,946,080
G. Amount of filing fee, computed at one twenty-nineth of 1 percent of
proposed maximum aggregate offering price to the public: $4,808.99
($348.28 previously paid)
H. Approximate date of proposed sale to the public:
As Soon As Practicable After the Effective Date of the
Registration Statement
X Check box if it is proposed that this filing will become effective
on November 10, 1994 at 2:00 P.M.
pursuant to Rule 487.
*9,205 Units registered for primary distribution
4,603 Units registered for resale by Depositor of Units previously
sold in primary distribution.
** Estimated solely for the purpose of calculating the registration
fee.
Van Kampen Merritt Insured Income Trust,
Series 40
Cross Reference Sheet
Pursuant to Rule 404(c) of Regulation C
under the Securities Act of 1933
(Form N-8B-2 Items Required by Instruction
1 as to Prospectus on Form S-6)
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
I. Organization and General Information
1. (a) Name of trust )
(b) Title of securities issued ) Prospectus Front Cover Page
2. Name and address of Depositor ) Summary of Essential Financial
) Information
) Trust Administration
3. Name and address of Trustee ) Summary of Essential Financial
) Information
) Trust Administration
4. Name and address of principal ) Underwriting
underwriter
5. Organization of trust ) The Trust
6. Execution and termination of ) The Trust
Trust Indenture and Agreement ) Trust Administration
7. Changes of Name ) *
8. Fiscal year ) *
9. Material Litigation ) *
II. General Description of the Trust and
Securities of the Trust
10. General information regarding ) The Trust
trust's securities and rights of) Insurance on the Bonds
security holders ) Tax Status
) Public Offering
) Rights of Unitholders
) Trust Administration
11. Type of securities comprising units) Prospectus Front Cover Page
) The Trust
) Trust Portfolio
) Trust Portfolio
12. Certain information regarding ) *
periodic payment certificates )
13. (a) Loan, fees, charges and expenses) Prospectus Front Cover
Page
) Summary of Essential Financial
) Information
) Trust Portfolio
) Annual Unit Income and
) Estimated Current Returns
) Trust Operating Expenses
) Public Offering
) Rights of Unitholders
(b) Certain information regarding) *
periodic payment plan )
certificates )
(c) Certain percentages ) Prospectus Front Cover Page
) Summary of Essential Financial
) Information
) Annual Unit Income and
) Estimated Current Returns
) Insurance on the Bonds
) Public Offering
) Rights of Unitholders
(d) Certain other fees, expenses or) Trust Operating
Expenses
charges payable by holders ) Rights of Unitholders
(e) Certain profits to be received ) Public Offering
by depositor, principal ) Underwriting
underwriter, trustee or any) Trust Portfolio
affiliated persons )
(f) Ratio of annual charges ) *
to income )
14. Issuance of trust's securities ) Rights of Unitholders
15. Receipt and handling of payments ) *
from purchasers )
16. Acquisition and disposition of ) The Trust
underlying securities ) Rights of Unitholders
) Trust Administration
17. Withdrawal or redemption ) Rights of Unitholders
) Trust Administration
18. (a) Receipt and disposition ) Prospectus Front Cover Page
of income ) Rights of Unitholders
(b) Reinvestment of distributions) *
(c) Reserves or special funds ) Trust Operating Expenses
) Rights of Unitholders
(d) Schedule of distributions ) *
19. Records, accounts and reports ) Rights of Unitholders
) Trust Administration
20. Certain miscellaneous provisions ) Trust Administration
of Trust Agreement )
21. Loans to security holders ) *
22. Limitations on liability ) Trust Portfolio
) Trust Administration
23. Bonding arrangements ) *
24. Other material provisions of ) *
Trust Indenture Agreement )
III. Organization, Personnel and Affiliated
Persons of Depositor
25. Organization of Depositor ) Trust Administration
26. Fees received by Depositor ) *
27. Business of Depositor ) Trust Administration
28. Certain information as to ) *
officials and affiliated )
persons of Depositor )
29. Companies owning securities ) *
of Depositor )
30. Controlling persons of Depositor ) *
31. Compensation of Officers of ) *
Depositor )
32. Compensation of Directors ) *
33. Compensation to Employees ) *
34. Compensation to other persons ) *
IV. Distribution and Redemption of Securities
35. Distribution of trust's securities) Public Offering
by states )
36. Suspension of sales of trust's ) *
securities )
37. Revocation of authority to ) *
distribute )
38. (a) Method of distribution )
(b) Underwriting agreements ) Public Offering
(c) Selling agreements )
39. (a) Organization of principal )
underwriter )
(b) N.A.S.D. membership by )
principal underwriter )
40. Certain fees received by ) *
principal underwriter )
41. (a) Business of principal ) Trust Administration
underwriter )
(b) Branch offices or principal ) *
underwriter )
(c) Salesmen or principal ) *
underwriter )
42. Ownership of securities of ) *
the trust )
43. Certain brokerage commissions ) *
received by principal underwriter)
44. (a) Method of valuation ) Prospectus Front Cover Page
) Summary of Essential Financial
) Information
) Trust Operating Expenses
) Public Offering
(b) Schedule as to offering price) *
(c) Variation in offering price ) *
to certain persons )
45. Suspension of redemption rights ) *
46. (a) Redemption valuation ) Rights of Unitholders
) Trust Administration
(b) Schedule as to redemption price ) *
47. Purchase and sale of interests ) Public Offering
in underlying securities ) Trust Administration
V. Information Concerning the Trustee or Custodian
48. Organization and regulation of ) Trust Administration
Trustee )
49. Fees and expenses of Trustee ) Summary of Essential Financial
) Information
) Trust Operating Expenses
50. Trustee's lien ) Trust Operating Expenses
VI. Information Concerning Insurance of Holders of Securities
51. Insurance of holders of trust's ) Cover Page
securities ) Trust Operating Expenses
) Insurance on the Bonds
VII. Policy of Registrant
52. (a) Provisions of trust agree- ) Trust Administration
ment with respect to )
replacement or elimination)
portfolio securities )
(b) Transactions involving ) *
elimination of underlying )
securities )
(c) Policy regarding substitu- ) Trust Administration
tion or elimination of )
underlying securities )
(d) Fundamental policy not ) *
otherwise covered )
53. Tax Status of trust ) Tax Status
VIII. Financial and Statistical Information
54. Trust's securities during ) *
last ten years )
55.)
56.) Certain information regarding ) *
57.) periodic payment certificates )
58.)
59. Financial statements (Instructions ) Report of Independent
Certified
1(c) to Form S-6) ) Public Accountants
) Statement of Condition
______________________________________________
* Inapplicable, omitted, answer negative or not required
November 10, 1994
Van Kampen Merritt
Van Kampen Merritt Insured Income Trust, Series 40
The Trust. The Trust initially consists of delivery statements relating to
contracts to purchase debt obligations and, thereafter, will consist of a
$9,050,000 aggregate principal amount portfolio comprised of long-term
corporate, taxable municipal debt or government obligations. The Trust is
comprised of 9,205 Units.
Attention Foreign Investors. If you are not a United States citizen or
resident, your interest income from each Trust may not be subject to Federal
withholding taxes if certain conditions are met. See "Tax Status".
Investment Objective of the Trust. The investment objective of the Trust is a
high level of current income consistent with preservation of capital through a
diversified investment in a fixed portfolio principally consisting of
long-term corporate and taxable municipal debt securities issued after July
18, 1984 (the "Obligations"). See "Investment Objectives and
Portfolio Selection". There is no assurance that the Trust will achieve
its objective. The payment of interest and the preservation of principal is,
of course, dependent upon the continuing ability of the issuers and/or
obligors of the Obligations and of the insurer thereof to meet their
respective obligations. Units of the Trusts are not insured by the FDIC, are
not deposits or other obligations of, or guaranteed by, any depository
institution or any government agency and are subject to investment risk,
including possible loss of the principal amount invested.
The Trust and "AAA" Rating. Insurance guaranteeing the payments of
principal and interest, when due, on the Obligations in the portfolio of the
Trust has been obtained from an insurance company either by the Trust or by
the issuer of the Obligations involved, by a prior owner of the Obligations or
by the Sponsor prior to the deposit of such Obligations in the Trust. See
"Insurance on the Obligations" on page 11. Insurance obtained by the Trust
applies only while the Obligations involved are retained in such Trust while
insurance obtained on Preinsured Obligations is effective so long as such
Obligations are outstanding. The Trustee, upon the sale of an Obligation
insured under an insurance policy obtained by the Trust, has a right to obtain
from the insurer involved permanent insurance for such Obligation upon the
payment of a single predetermined insurance premium and any expenses related
thereto from the proceeds of the sale of such Obligation. It should be noted
that the insurance, in either case, relates only to the Obligations in the
Trust and not to the Units offered hereby or to the market value thereof. As a
result of such insurance, the Units of the Trust have received a rating of
"AAA" by Standard & Poor's Corporation. Standard & Poor's Corporation
has indicated that this rating is not a recommendation to buy, hold or sell
Units nor does it take into account the extent to which expenses of the Trust
or sales by the Trust of Obligations for less than the purchase price paid by
the Trust will reduce payment to Unitholders of the interest and principal
required to be paid on such Obligations. See "Insurance on the
Obligations". No representation is made as to any insurer's ability to
meet its commitments.
Public Offering Price. The Public Offering Price of the Units of the Trust
during the initial offering period is equal to the aggregate offering price of
the Obligations in the portfolio and cash, if any, in the Principal Account
held or owned by the Trust divided by the number of Units outstanding, plus
the applicable sales charge plus Purchased Interest and accrued interest, if
any. For sales charges in the secondary market, see "Public
Offering--General". If the Obligations in the Trust were available for
direct purchase by investors, the purchase price of the Obligations would not
include the sales charge included in the Public Offering Price of the Units.
During the initial offering period, the sales charge is reduced on a graduated
scale for sales involving 100 or more Units. If Units were available for
purchase at 8:00 A.M. Central Time on the Date of Deposit, the Public Offering
Price per Unit would have been that amount set forth in the "Summary of
Essential Financial Information"for each Trust. See "Public
Offering".
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.
Estimated Current Return and Estimated Long-Term Return. The Estimated
Current Return and Estimated Long-Term Return to Unitholders were as set forth
under "Summary of Essential Financial Information". The methods of
calculating Estimated Current Return and Estimated Long-Term Return are set
forth in the footnotes to the "Summary of Essential Financial
Information" and under "Estimated Current Return and Estimated
Long-Term Return".
Distribution. Distributions of interest received by the Trust, pro-rated on an
annual basis, will be made monthly. The first such distribution will be $2.93
per Unit and will be made on December 15, 1994 to Unitholders of record on
December 1, 1994. The first distribution of funds from the Principal Account,
if any, will be made on December 15, 1994 to Unitholders of record on December
1, 1994, and thereafter such distributions will be made on a semi-annual
basis, except under certain special circumstances (see "Rights of
Unitholders--Distributions of Interest and Principal").
Market for Units. Although not obligated to do so, the Sponsor, Van Kampen
Merritt Inc., intends to, and certain of the other Underwriters may, maintain
a secondary market for the Units at prices based upon the aggregate bid price
of the Obligations in the portfolio of the Trust plus Purchased Interest;
however, during the initial offering period such prices will be based upon the
aggregate offering prices of the Obligations plus Purchased Interest. If such
a market is not maintained and no other over-the-counter market is available,
a Unitholder will be able to dispose of his Units only through redemption at
prices based upon the bid prices of the underlying Obligations plus Purchased
Interest (see "Rights of Unitholders--Redemption of Units"). Neither
the bid nor offering prices of the underlying Obligations or of the Units,
absent situations in which Obligations are in default in payment of principal
or interest or in significant risk of such default, include value, if any,
attributable to the insurance obtained by the Trust. See "Public
Offering--Public Market".
Reinvestment Option. Unitholders have the opportunity to have their
distributions reinvested into an open-end, management investment company as
described herein. Foreign investors should note, however, that any interest
distributions resulting from such a reinvestment program will be subject to
U.S. Federal income taxes, including withholding taxes. See "Rights of
Unitholders--Reinvestment Option".
Risk Factors. An investment in Units of the Trust should be made with an
understanding of the risks associated therewith, including, among other
factors, the inability of the issuer or an insurer to pay the principal of or
interest of a bond when due, volatile interest rates, early call provisions
and general economic conditions. See "Trust Portfolio--Risk Factors".
<TABLE>
<CAPTION>
VAN KAMPEN MERRITT INSURED INCOME TRUST, SERIES 40
Summary of Essential Financial Information
As of 8:00 A.M. Central Time on the Date of Deposit: November 10, 1994
Sponsor: Van Kampen Merritt Inc.
Evaluator: American Portfolio Evaluation Services
(A division of a subsidiary of the Sponsor)
Trustee: The Bank of New York
<S> <C>
Principal Amount (Par Value) of Obligations.......................................................... $ 9,050,000
Number of Units ..................................................................................... 1/9,205
Fractional Undivided Interest in the Trust per Unit.................................................. 9,205
Principal Amount (Par Value) of Obligations per Unit <F1>............................................ $ 983.16
Public Offering Price: ..............................................................................
Aggregate Offering Price of Obligations in Portfolio................................................ $ 8,630,210
Aggregate Offering Price of Obligations per Unit.................................................... $ 937.56
Sales Charge 4.9% (5.152% of the Aggregate Offering Price of the Obligations) per Unit (excluding
Purchased Interest).................................................................................. $ 48.30
Purchased Interest <F2><F7>......................................................................... $ 130,150
Purchased Interest per Unit <F2><F7>................................................................ $ 14.14
Public Offering Price per Unit <F2>................................................................. $ 1,000.00
Redemption Price per Unit, including Purchased Interest <F2>......................................... $ 946.80
Secondary Market Repurchase Price per Unit, including Purchased Interest <F2>........................ $ 951.70
Excess of Public Offering Price per Unit Over Redemption Price per Unit.............................. $ 53.20
Excess of Sponsor's Initial Repurchase Price per Unit Over Redemption Price per Unit................. $ 4.90
Minimum Value of the Trust under which the Trust Agreement may be terminated......................... $ 1,810,000
Annual Portfolio Insurance Premium................................................................... $ 16,250
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
Minimum Principal Distribution....... $1.00 per Unit
First Settlement Date................ November 18, 1994
Evaluator's Annual Supervisory Fee... Maximum of $0.25 per Unit
Evaluator's Annual Evaluation Fee.... $0.30 per $1,000 principal amount of Obligations
</TABLE>
Evaluations for purpose of sale, purchase or redemption of
Units are made as of 4:00 P.M. Eastern time on days of
trading on the New York Stock Exchange next following receipt
of an order for a sale or purchase of Units or receipt
by The Bank of New York of Units tendered for redemption.
<TABLE>
<CAPTION>
Per Unit Information:
<S> <C>
Calculation of Estimated Net Annual Unit Income:
Estimated Annual Interest Income per Unit ............................. $ 84.83
Less: Estimated Annual Expense per Unit <F3> .......................... $ 1.88
Less: Annual Premium on Portfolio Insurance per Unit .................. $ 1.77
Estimated Net Annual Interest Income per Unit ......................... $ 81.18
Calculation of Estimated Interest Earnings Per Unit:
Estimated Net Annual Interest Income per Unit ......................... $ 81.18
Divided by 12.......................................................... $ 6.77
Estimated Daily Rate of Net Interest Accrual per Unit .................. $ .22553
Estimated Current Return Based on Public Offering Price <F4><F5><F6> ... 8.12%
Estimated Long-Term Return <F4><F5><F6> ................................ 8.16%
Initial Distribution (December 1994).................................... $ 2.93
Estimated Normal Distribution per Unit <F6> ............................ $ 6.77
Trustee's Annual Fee............ $.98 per $1,000 principal amount of Obligations
Record and Computation Dates.... FIRST day of each month
Distribution Dates.............. FIFTEENTH day of each month commencing
December 15, 1994
<FN>
<F1>Many unit investment trusts issue a number of units such that each unit
represents approximately $1,000 principal amount of underlying securities. In
determining the number of Units for this Trust, however, the Sponsor has
elected not to follow this format but rather to provide that number of Units
which will establish as close as possible as of the Date of Deposit a Public
Offering Price per Unit of $1,000.
<F2>Purchased Interest is a portion of the unpaid interest that has accrued on the
Obligations from the later of the last payment date on the Obligations or the
date of issuance thereof through the First Settlement Date and is included in
the calculation of the Public Offering Price. Purchased Interest will be
distributed to Unitholders as Units are redeemed or Obligations mature or are
called. Anyone ordering Units for settlement after the First Settlement Date
will pay accrued interest from such date to the date of settlement (normally
five business days after order) less distributions from the Interest Account
subsequent to the First Settlement Date. For purchases settling on the First
Settlement Date, no accrued interest will be added to the Public Offering
Price other than the Purchased Interest already included therein. After the
initial offering period, the Sponsor's Repurchase Price per Unit will be
determined as described under the caption "Public Offering--Public
Market."
<F3>Excluding insurance costs.
<F4>The Estimated Current Return and Estimated Long-Term Return are increased for
transactions entitled to a reduced sales charge (see "Public
Offering--General").
<F5>The Estimated Current Return is calculated by dividing the estimated net
annualized interest income per Unit by the Public Offering Price. The
estimated net annual interest income per Unit will vary with changes in fees
and expenses of the Trustee and the Evaluator and with the principal
prepayment, redemption, maturity, exchange or sale of Obligations while the
Public Offering Price will vary with changes in the offering price of the
underlying Obligations and with changes in Purchased Interest; therefore,
there is no assurance that the present Estimated Current Return indicated
above will be realized in the future. The Estimated Long-Term Return is
calculated using a formula which (1) takes into consideration, and determines
and factors in the relative weightings of, the market values, yields (which
takes into account the amortization of premiums and the accretion of
discounts) and estimated retirements of all of the Obligations in each Trust
and (2) takes into account the expenses and sales charge associated with each
Trust Unit. Since the market values and estimated retirements of the
Obligations and the expenses of the Trust will change, there is no assurance
that the present Estimated Long-Term Return as indicated above will be
realized in future. The Estimated Current Return and Estimated Long-Term
Return are expected to differ because the calculation of the Estimated
Long-Term Return reflects the estimated date and amount of principal returned
while the Estimated Current Return calculation includes only net annual
interest income and Public Offering Price. Neither rate reflects the true
return to Unitholders which is lower because neither includes the effect of
the delay in the first payment to Unitholders.
<F6>These figures are based on per Unit cash flows. Cash flows will vary with
changes in fees and expenses, with changes in current interest rates and with
the principal prepayment, redemption, maturity, call, exchange or sale of the
underlying Obligations. The estimated cash flows for the Trust are set forth
under "Estimated Cash Flows to Unitholders".
<F7>See "Purchased and Accrued Interest."
</TABLE>
THE TRUST
Van Kampen Merritt Insured Income Trust, Series 40 (the "Trust") was
created under the laws of the State of New York pursuant to a Trust Agreement
(the "Trust Agreement"), dated the Date of Deposit, with Van Kampen
Merritt Inc., as Sponsor, American Portfolio Evaluation Services, a division
of Van Kampen Merritt Investment Advisory Corp., as Evaluator, and The Bank of
New York, as Trustee.
The Trust may be an appropriate medium for investors who desire to participate
in a portfolio of long-term taxable fixed income securities issued after July
18, 1984 with greater diversification than they might be able to acquire
individually. Diversification of the Trust's assets will not eliminate the
risk of loss always inherent in the ownership of securities. For a breakdown
of the portfolio see "Trust Portfolio". In addition, securities of the
type initially deposited in the portfolio of the Trust are often not available
in small amounts and may, in the case of any privately placed securities, be
available only to institutional investors.
On the Date of Deposit, the Sponsor deposited with the Trustee the Obligations
indicated under "Portfolio"herein, including delivery statements
relating to contracts for the purchase of certain such obligations and
irrevocable letters of credit issued by a financial institution in the
aggregate amount required for such purchases (the "Obligations").
Thereafter, the Trustee, in exchange for the Obligations so deposited,
delivered to the Sponsor the certificates evidencing the ownership of 9,205
Units of the Trust. Unless otherwise terminated as provided therein, the Trust
Agreement will terminate at the end of the calendar year prior to the fiftieth
anniversary of its execution. All of the Obligations in the Trust are
long-term debt instruments with maturities ranging from 2016 to 2024. The
dollar weighted average life of the Obligations in the Trust is 27 years.
Each Unit initially offered represents a 1/9,205 undivided interest in the
Trust. To the extent that any Units are redeemed by the Trustee, the
fractional undivided interest in the Trust represented by each unredeemed Unit
will increase, although the actual interest in the Trust represented by such
fraction will remain unchanged. Units will remain outstanding until redeemed
upon tender to the Trustee by Unitholders, which may include the Sponsor or
the Underwriters, or until the termination of the Trust Agreement.
INVESTMENT OBJECTIVES AND PORTFOLIO SELECTION
The investment objective of the Trust is to provide a high level of current
income consistent with safety of principal by investing in a professionally
selected portfolio consisting of long-term corporate, taxable municipal debt
or government obligations issued after July 18, 1984.
Insurance guaranteeing the timely payment, when due, of all principal and
interest on the Obligations in the Trust has been obtained by such Trust from
either AMBAC Indemnity Corporation ("AMBAC Indemnity"), Capital
Markets Assurance Corporation ("CapMAC") or a combination thereof
(collectively, the "Portfolio Insurers"), or by the issuer of such
Obligations, by a prior owner of such Obligations, or by the Sponsor prior to
the deposit of such Obligations in such Trust from (1) AMBAC Indemnity or one
of its subsidiaries, American Municipal Bond Assurance Corporation
("AMBAC") or MGIC Indemnity Corporation ("MGIC Indemnity"), (2)
Financial Guaranty Insurance Company ("Financial Guaranty"), (3)
Municipal Bond Investors Assurance Corporation ("MBIA"), (4) Bond
Investors Guaranty Insurance Company ("BIG"), (5) National Union Fire
Insurance Company of Pittsburgh, PA ("National Union"), (6) Capital
Guaranty Insurance Company ("Capital Guaranty"), (7) CapMAC and/or (8)
Financial Security Assurance Inc. ("Financial Security"or "
FSA") (collectively, the "Preinsured Obligation Insurers") (see
"Insurance on the Obligations"). The Portfolio Insurers and the
Preinsured Obligation Insurers are collectively referred to herein as the
"Insurers". Insurance obtained by a Trust is effective only while the
Obligations thus insured are held in such Trust. The Trustee has the right to
acquire permanent insurance from a Portfolio Insurer with respect to each
Obligation insured by the respective Portfolio Insurer under a Trust portfolio
insurance policy. Insurance relating to Obligations insured by the issuer, by
a prior owner of such Obligations or by the Sponsor is effective so long as
such Obligations are outstanding. Obligations insured under a policy of
insurance obtained by the issuer, by a prior owner of such Bonds or by the
Sponsor from one of the Preinsured Obligation Insurers (the "Preinsured
Obligations") are not additionally insured by the Trust. No representation
is made as to any insurer's ability to meet its commitments.
Neither the Public Offering Price nor any evaluation of Units for purposes of
repurchases or redemptions reflects any element of value for the insurance
obtained by the Trust unless Obligations are in default in payment of
principal or interest or in significant risk of such default. See "Public
Offering--Offering Price".
In order for Obligations to be eligible for insurance, they must have credit
characteristics which would qualify them for at least the Standard & Poor's
Corporation rating of "BBB-" or at least the Moody's Investors
Service, Inc. rating of "Baa", which in brief represent the lowest
ratings for securities of investment grade (see "Description of Obligation
Ratings"). Insurance is not a substitute for the basic credit of an
issuer, but supplements the existing credit and provides additional security
therefor. If an issue is accepted for insurance, a non-cancellable policy for
the prompt payment of interest and principal on the Obligations, when due, is
issued by the insurer. A monthly premium is paid by the Trust for the
insurance obtained by it. The Trustee has the right to obtain permanent
insurance from a Portfolio Insurer in connection with the sale of an
Obligation insured under the insurance policy obtained from the respective
Portfolio Insurer by a Trust upon the payment of a single predetermined
insurance premium from the proceeds of the sale of such Obligation.
Accordingly, any Obligation in a Trust is eligible to be sold on an insured
basis. All Obligations insured by a Portfolio Insurer or by a Preinsured
Obligation Insurer receive a "AAA" rating by Standard & Poor's
Corporation. Standard & Poor's Corporation describes securities it rates
"AAA" as having "the highest rating assigned by Standard & Poor's to a
debt obligation. Capacity to pay interest and repay principal is extremely
strong." See "Insurance on the Obligations".
In selecting Obligations for the Trust, the following facts, among others,
were considered by the Sponsor: (a) the prices of the Obligations relative to
other obligations of comparable quality and maturity, (b) the diversification
of Obligations as to purpose of issue and location of issuer, (c) the
availability and cost of insurance for the prompt payment of principal and
interest on the Obligations and (d) whether the debt obligations were issued
after July 18, 1984.
TRUST PORTFOLIO
Portfolio. Series 40 consists of 10 issues, 9 of which have been issued by
public utilities and one of which is a Treasury bond.
Risk Factors. Public Utility Issues. Approximately 99% of the aggregate
principal amount of the Obligations in the Trust are obligations of public
utility issuers. In view of this an investment in the Trust should be made
with an understanding of the characteristics of such issuers and the risks
which such an investment may entail. General problems of such issuers would
include the difficulty in financing large construction programs in an
inflationary period, the limitations on operations and increased costs and
delays attributable to environmental considerations, the difficulty of the
capital market in absorbing utility debt, the difficulty in obtaining fuel at
reasonable prices and the effect of energy conservation. All of such issuers
have been experiencing certain of these problems in varying degrees. In
addition, Federal, state and municipal governmental authorities may from time
to time review existing, and impose additional, regulations governing the
licensing, construction and operation of nuclear power plants, which may
adversely affect the ability of the issuers of certain of the Obligations in
the portfolio to make payments of principal and/or interest on such
Obligations.
Utilities are generally subject to extensive regulation by state utility
commissions which, for example, establish the rates which may be charged and
the appropriate rate of return on an approved asset base, which must be
approved by the state commissions. Certain utilities have had difficulty from
time to time in persuading regulators, who are subject to political pressures,
to grant rate increases necessary to maintain an adequate return on investment
and voters in many states have the ability to impose limits on rate
adjustments (for example, by initiative or referendum). Any unexpected
limitations could negatively affect the profitability of utilities whose
budgets are planned far in advance. Also, changes in certain accounting
standards currently under consideration by the Financial Accounting Standards
Board could cause significant write-downs of assets and reductions in earnings
for many investor-owned utilities. In addition, gas pipeline and distribution
companies have had difficulties in adjusting to short and surplus energy
supplies, enforcing or being required to comply with long-term contracts and
avoiding litigation from their customers, on the one hand, or suppliers, on
the other.
Certain of the issuers of the Obligations in the Trust may own or operate
nuclear generating facilities. Governmental authorities may from time to time
review existing, and impose additional, requirements governing the licensing,
construction and operation of nuclear power plants. Nuclear generating
projects in the electric utility industry have experienced substantial cost
increases, construction delays and licensing difficulties. These have been
caused by various factors, including inflation, high financing costs, required
design changes and rework, allegedly faulty construction, objections by groups
and governmental officials, limits on the ability to finance, reduced
forecasts of energy requirements and economic conditions. This experience
indicates that the risk of significant cost increases, delays and licensing
difficulties remains present through to completion and achievement of
commercial operation of any nuclear project. Also, nuclear generating units in
service have experienced unplanned outages or extensions of scheduled outages
due to equipment problems or new regulatory requirements sometimes followed by
a significant delay in obtaining regulatory approval to return to service. A
major accident at a nuclear plant anywhere, such as the accident at a plant in
Chernobyl, could cause the imposition of limits or prohibitions on the
operation, construction or licensing of nuclear units in the United States.
Other general problems of the gas, water, telephone and electric utility
industry (including state and local joint action power agencies) include
difficulty in obtaining timely and adequate rate increases, difficulty in
financing large construction programs to provide new or replacement facilities
during an inflationary period, rising costs of rail transportation to
transport fossil fuels, the uncertainty of transmission service costs for both
interstate and intrastate transactions, changes in tax laws which adversely
affect a utility's ability to operate profitably, increased competition in
service costs, recent reductions in estimates of future demand for electricity
and gas in certain areas of the country, restrictions on operations and
increased cost and delays attributable to environmental considerations,
uncertain availability and increased cost of capital, unavailability of fuel
for electric generation at reasonable prices, including the steady rise in
fuel costs and the costs associated with conversion to alternate fuel sources
such as coal, availability and cost of natural gas for resale, technical and
cost factors and other problems associated with construction, licensing,
regulation and operation of nuclear facilities for electric generation,
including among other considerations the problems associated with the use of
radioactive materials and the disposal of radioactive wastes, and the effects
of energy conservation. Each of the problems referred to could adversely
affect the ability of the issuers of any utility bonds in the Trust to make
payments due on these bonds.
In view of the pending investigations and the other uncertainties discussed
above, there can be no assurance that any company's share of the full cost of
nuclear units under construction ultimately will be recovered in rates or of
the extent to which a company could earn an adequate return on its investment
in such units. The likelihood of a significantly adverse event occurring in
any of the areas of concern described above varies, as does the potential
severity of any adverse impact. It should be recognized, however, that one or
more of such adverse events could occur and individually or collectively could
have a material adverse impact on the financial condition or the results of
operations of a company's ability to make interest and principal payments on
its outstanding debt.
Taxable Municipal Issues. A certain percentage of the aggregate principal
amount of the Obligations in the Trust may be taxable obligations of municipal
issuers. In view of this an investment in the Trust should be made with an
understanding of the characteristics of such issuers and the risks which such
an investment may entail. Obligations of municipal issuers can be either
general obligations of a government entity that are backed by the taxing power
of such entity or revenue bonds payable from the income of a specific project
or authority and are not supported by the issuer's power to levy taxes.
General obligation bonds are secured by the issuer's pledge of its faith,
credit and taxing power for the payment of principal and interest. However,
the taxing power of any governmental entity may be limited by provisions of
state constitutions or laws and an entity's credit will depend on many
factors, including an erosion of the tax base due to population declines,
natural disasters, declines in the state's industrial base or inability to
attract new industries, economic limits on the ability to tax without eroding
the tax base and the extent to which the entity relies on Federal or state
aid, access to capital markets or other factors beyond the entity's control.
As a result of the current recession's adverse impact upon both their revenues
and expenditures, as well as other factors, many state and local governments
are confronting deficits and potential deficits which are the most severe in
recent years. Many issuers are facing highly difficult choices about
significant tax increases or spending reductions in order to restore budgetary
balance. Failure to implement these actions on a timely basis could force the
issuers to depend upon market access to finance deficits or cash flow needs.
In addition, certain of the Obligations in the Trust may be obligations of
issuers who rely in whole or in part on ad valorem real property taxes as a
source of revenue. Recently, certain proposals, in the form of state
legislative proposals or voter initiatives, to limit ad valorem real property
taxes have been introduced in various states.
Revenue bonds, on the other hand, are payable only from revenues derived from
a particular facility or class of facilities, or, in some cases, from the
proceeds of a special excise tax or other special revenue source. The ability
of an issuer of revenue bonds to make payments of principal and/or interest on
such bonds is primarily dependent upon the success or failure of the facility
or class of facilities involved or whether the revenues received from an
excise tax or other special revenue source are sufficient to meet obligations.
Typically, interest income received from municipal issues is exempt from
Federal income taxation under Section 103 of the Internal Revenue Code of
1986, as amended (the "Code") and therefore is not includible in the
gross income of the owners thereof. However, interest income received for
taxable municipal obligations is not exempt from Federal income taxation under
Section 103 of the Code. Thus, owners of taxable municipal obligations
generally must include interest on such obligations in gross income for
Federal income tax purposes and treat such interest as ordinary income.
Certain of the Obligations in the Trust may be obligations which are payable
from and secured by revenues derived from the ownership and operation of
facilities such as airports, bridges, turnpikes, port authorities, convention
centers and arenas. In view of this an investment in such a Trust should be
made with an understanding of the characteristics of such issuers and the
risks which such an investment may entail. The major portion of an airport's
gross operating income is generally derived from fees received from signatory
airlines pursuant to use agreements which consist of annual payments for
leases, occupancy of certain terminal space and service fees. Airport
operating income may therefore be affected by the ability of the airlines to
meet their obligations under the use agreements. The air transport industry is
experiencing significant variations in earnings and traffic, due to increased
competition, excess capacity, increased costs, deregulation, traffic
constraints and other factors, and several airlines are experiencing severe
financial difficulties. The Sponsor cannot predict what effect these industry
conditions may have on airport revenues which are dependent for payment on the
financial condition of the airlines and their usage of the particular airport
facility. Similarly, payment on Bonds related to other facilities is dependent
on revenues from the projects, such as user fees from ports, tolls on
turnpikes and bridges and rents from buildings. Therefore, payment may be
adversely affected by reduction in revenues due to such factors as increased
cost of maintenance, decreased use of a facility, lower cost of alternative
modes of transportation, scarcity of fuel and reduction or loss of rents.
Certain of the Obligations in the Trust may be health care revenue bonds. In
view of this an investment in such a Trust should be made with an
understanding of the characteristics of such issuers and the risks which such
an investment may entail. Ratings of bonds issued for health care facilities
are often based on feasibility studies that contain projections of occupancy
levels, revenues and expenses. A facility's gross receipts and net income
available for debt service may be affected by future events and conditions
including, among other things, demand for services and the ability of the
facility to provide the services required, physicians' confidence in the
facility, management capabilities, competition with other health care
facilities, efforts by insurers and governmental agencies to limit rates,
legislation establishing state rate-setting agencies, expenses, the cost and
possible unavailability of malpractice insurance, the funding of Medicare,
Medicaid and other similar third party payor programs, government regulation
and the termination or restriction of governmental financial assistance,
including that associated with Medicare, Medicaid and other similar third
party payor programs. Pursuant to recent Federal legislation, Medicare
reimbursements are currently calculated on a prospective basis utilizing a
single nationwide schedule of rates. Prior to such legislation Medicare
reimbursements were based on the actual costs incurred by the health facility.
The current legislation may adversely affect reimbursements to hospitals and
other facilities for services provided under the Medicare program. Such
adverse changes also may adversely affect the ratings of Securities held in
the portfolios of the Trust; however, because of the insurance obtained by the
Trust, the "AAA"rating of the Units of each of the Trust would not be
affected.
Approximately 1% of the Obligations in the Trust are "zero coupon"
U.S. Treasury bonds. See footnote (6) in "Notes to Portfolio". Zero
coupon bonds are purchased at a deep discount because the buyer receives only
the right to receive a final payment at the maturity of the bond and does not
receive any periodic interest payments. The effect of owning deep discount
bonds which do not make current interest payments (such as the zero coupon
bonds) is that a fixed yield is earned not only on the original investment but
also, in effect, on all discount earned during the life of such income on such
obligation at a rate as high as the implicit yield on the discount obligation,
but at the same time eliminates the holder's ability to reinvest at higher
rates in the future. For this reason, zero coupon bonds are subject to
substantially greater price fluctuations during periods of changing market
interest rates than are securities of comparable quality which pay interest.
Replacement Obligations. Because certain of the Obligations in the Trust may
from time to time under certain circumstances be sold or redeemed or will
mature in accordance with their terms and because the proceeds from such
events will be distributed to Unitholders and will not be reinvested, no
assurance can be given that the Trust will retain for any length of time its
present size and composition. Neither the Sponsor nor the Trustee shall be
liable in any way for any default, failure or defect in any Obligation. In the
event of a failure to deliver any Obligation that has been purchased for the
Trust under a contract, including those securities purchased on a "when,
as and if issued" basis ("Failed Obligations"), the Sponsor is
authorized under the Trust Agreement to direct the Trustee to acquire other
securities ("Replacement Obligations") to make up the original corpus
of the affected Trust.
The Replacement Obligations must be purchased within 20 days after delivery of
the notice of the failed contract and the purchase price (exclusive of accrued
interest) may not exceed the amount of funds reserved for the purchase of the
Failed Obligations. The Replacement Obligations shall (i) be long-term
corporate or taxable municipal bonds, debentures, notes or other straight debt
obligations (whether secured or unsecured and whether senior or subordinated)
without equity or other conversion features, with fixed maturity dates
substantially the same as those of the Failed Obligations having no warrants
or subscription privileges attached; (ii) be payable in United States
currency; (iii) not be when, as and if issued obligations or restricted
securities; (iv) be issued after July 18, 1984 if interest thereon is United
States source income; (v) be issued or guaranteed by an issuer subject to or
exempt from the reporting requirements under Section 13 or 15(d) of the
Securities Exchange Act of 1934 (or similar provisions of law) or in effect
guaranteed, directly or indirectly, by means of a lease agreement, agreement
to buy securities, services or products, or other similar commitment of the
credit of such an issuer to the payment of the substitute Obligations; (vi)
not cause the Units of the Trust to cease to be rated AAA by Standard & Poor's
Corporation; and (vii) be eligible for (and when acquired be insured under)
the insurance obtained by the Trust. Whenever a Replacement Obligation has
been acquired for the Trust, the Trustee shall, within five days thereafter,
notify all Unitholders of such Trust of the acquisition of the Replacement
Obligation and shall, on the next monthly distribution date which is more than
30 days thereafter, make a pro rata distribution of the amount, if any, by
which the cost to the affected Trust of the Failed Obligation exceeded the
cost of the Replacement Obligation plus accrued interest. Once the original
corpus of a Trust is acquired, the Trustee will have no power to vary the
investment of the Trust; i.e., the Trust will have no managerial power to take
advantage of market variations to improve a Unitholder's investment.
If the right of limited substitution described in the preceding paragraph
shall not be utilized to acquire Replacement Obligations in the event of a
failed contract, the Sponsor will refund the sales charge attributable to such
Failed Obligations to all Unitholders of the affected Trust and distribute the
principal, Purchased Interest and accrued interest (at the coupon rate of such
Failed Obligations to the date the Failed Obligations are removed from the
Trust) attributable to such Failed Obligations not more than 30 days after
such removal or such earlier time as the Trustee in its sole discretion deems
to be in the interest of the Unitholders. In the event a Replacement
Obligation should not be acquired by a Trust, the Estimated Net Annual
Interest Income per Unit for the Trust would be reduced and the Estimated
Current Return and the Estimated Long-Term Return thereon might be lowered. In
addition, Unitholders should be aware that they may not be able at the time of
receipt of such principal to reinvest such proceeds in other securities at a
yield equal to or in excess of the yield which such proceeds were earning to
Unitholders in the affected Trust.
Redemption of Obligations. Certain of the Obligations in the Trust are subject
to redemption prior to their stated maturity date pursuant to sinking fund
provisions, call provisions or extraordinary optional or mandatory redemption
provisions or otherwise. A sinking fund is a reserve fund accumulated over a
period of time for retirement of debt. A callable debt obligation is one which
is subject to redemption or refunding prior to maturity at the option of the
issuer. A refunding is a method by which a debt obligation is redeemed, at or
before maturity, by the proceeds of a new debt obligation. In general, call
provisions are more likely to be exercised when the offering side valuation is
at a premium over par than when it is at a discount from par. The exercise of
redemption or call provisions will (except to the extent the proceeds of the
called Obligations are used to pay for Unit redemptions) result in the
distribution of principal and may result in a reduction in the amount of
subsequent interest distributions and it may also offset the current return on
Units of the Trust involved. The portfolio contains a listing of the sinking
fund and call provisions, if any, with respect to each of the Obligations.
Extraordinary optional redemptions and mandatory redemptions result from the
happening of certain events. Generally, events that may permit the
extraordinary optional redemption of Obligations or may require the mandatory
redemption of Obligations include, among others: the substantial damage or
destruction by fire or other casualty of the project for which the proceeds of
the Obligations were used; an exercise by a local, state or Federal
governmental unit of its power of eminent domain to take all or substantially
all of the project for which the proceeds of the Obligations were used;
changes in the economic availability of raw materials, operating supplies or
facilities or technological or other changes which render the operation of the
project for which the proceeds of the Obligations were used uneconomical;
changes in law or an administrative or judicial decree which renders the
performance of the agreement under which the proceeds of the Obligations were
made available to finance the project impossible or which creates unreasonable
burdens or which imposes excessive liabilities, such as taxes, not imposed on
the date the Obligations are issued on the issuer of the Obligations or the
user of the proceeds of the Obligations; an administrative or judicial decree
which requires the cessation of a substantial part of the operations of the
project financed with the proceeds of the Obligations; an overestimate of the
costs of the project to be financed with the proceeds of the Obligations
resulting in excess proceeds of the Obligations which may be applied to redeem
Obligations; or an underestimate of a source of funds securing the Obligations
resulting in excess funds which may be applied to redeem Obligations. The
Sponsor is unable to predict all of the circumstances which may result in such
redemption of an issue of Obligations. See "Portfolio" for the Trust
and footnote (3) in "Notes to Portfolio".
ESTIMATED CURRENT RETURN AND ESTIMATED LONG-TERM RETURN
As of the opening of business on the Date of Deposit, the Estimated Current
Returns and the Estimated Long-Term Returns were those indicated in the "
Summary of Essential Financial Information"for the Trust. The Estimated
Current Returns are calculated by dividing the Estimated Net Annual Interest
Income per Unit by the Public Offering Price. The Estimated Net Annual
Interest Income per Unit will vary with changes in fees and expenses of the
Trustee and the Evaluator and with the principal prepayment, redemption,
maturity, exchange or sale of Obligations while the Public Offering Price will
vary with changes in the offering price of the underlying Obligations and with
changes in Purchased Interest; therefore, there is no assurance that the
present Estimated Current Return will be realized in the future. Estimated
Long-Term Returns are calculated using a formula which (1) takes into
consideration, and determines and factors in the relative weightings of, the
market values, yields (which takes into account the amortization of premiums
and the accretion of discounts) and estimated retirements of all the
Obligations in a Trust and (2) takes into account the expenses and sales
charge associated with each Trust Unit. Since the market values and estimated
retirements of the Obligations and the expenses of a Trust will change, there
is no assurance that the present Estimated Long-Term Returns will be realized
in the future. Estimated Current Returns and Estimated Long-Term Returns are
expected to differ because the calculation of Estimated Long-Term Returns
reflects the estimated date and amount of principal returned while Estimated
Current Returns calculations include only Net Annual Interest Income and
Public Offering Price. Neither rate reflects the true return to Unitholders
which is lower because neither includes the effect of the delay in the first
payment to Unitholders.
In order to acquire certain of the Obligations contracted for by the Sponsor
for deposit in the Trust, it may be necessary for the Sponsor or Trustee to
pay on the settlement dates for delivery of such Obligations amounts covering
accrued interest on such Obligations which exceed (1) the amounts paid by
Unitholders and (2) the amounts which will be made available through cash
furnished by the Sponsor on the Date of Deposit, which amount of cash may
exceed the interest which would accrue to the First Settlement Date. The
Trustee has agreed to pay for any amounts necessary to cover any such excess
and will be reimbursed therefor, without interest, when funds become available
from interest payments on the particular Obligations with respect to which
such payments may have been made.
TRUST OPERATING EXPENSES
Initial Costs. All costs and expenses incurred in creating and establishing
the Trust, including the cost of the initial preparation, printing and
execution of the Trust Agreement and the certificates, legal and accounting
expenses, advertising and selling expenses, expenses of the Trustee, initial
fees for evaluations and other out-of-pocket expenses have been borne by the
Sponsor at no cost to the Trust.
Compensation of Sponsor and Evaluator. The Sponsor will not receive any fees
in connection with its activities relating to the Trust. However, American
Portfolio Evaluation Services, a division of Van Kampen Merritt Investment
Advisory Corp., which is a wholly-owned subsidiary of the Sponsor (the
"Evaluator"), 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 Trust.
Such fee (which is based on the number of Units outstanding on January 1 of
each year) may exceed the actual costs of providing such supervisory services
for the Trust, but at no time will the total amount received for portfolio
supervisory services rendered to Series 1 and subsequent series of Van Kampen
Merritt Insured Income Trust in any calendar year exceed the aggregate cost to
the Evaluator of supplying such services in such year. In addition, the
Evaluator shall receive an annual evaluation fee as indicated under
"Summary of Essential Financial Information"(which is based on the
outstanding principal amount of obligations on January 1 of each year) for
regularly evaluating the Trust's portfolio. Both of the foregoing fees may be
increased without approval of the Unitholders by amounts not exceeding
proportionate increases under the category "All Services Less Rent of
Shelter"in the Consumer Price Index published by the United States
Department of Labor or, if such category is no longer published, in a
comparable category. The Sponsor and the Underwriters will receive sales
commissions and may realize other profits (or losses) in connection with the
sale of Units and the deposit of the Obligations as described under
"Public Offering-- Sponsor and Underwriter Compensation".
Trustee's Fee. For its services, the Trustee will receive a fee based on the
aggregate outstanding principal amount of Obligations in the Trust as of the
opening of business on January 2 and July 2 of each year as set forth under
"Summary of Essential Financial Information." The Trustee's fees are
payable monthly on or before the fifteenth day of each month from the Interest
Account to the extent funds are available and then from the Principal Account.
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. Since the Trustee has the use of the funds being held in
the Principal and Interest Accounts for future distributions, payment of
expenses and redemptions and since such Accounts are non-interest bearing to
Unitholders, the Trustee benefits thereby. Part of the Trustee's compensation
for its services to the Trust is expected to result from the use of these
funds. For a discussion of the services rendered by the Trustee pursuant to
its obligations under the Trust Agreement, see "Rights of
Unitholders--Reports Provided" and "Trust Administration".
Insurance Premiums. The cost of the portfolio insurance obtained by the Trust
is $16,250 per annum so long as the Trust retains the Obligations. Premiums,
which are Trust expenses, are payable monthly by the Trustee on behalf of the
Trust. As Obligations in the portfolio are redeemed by their respective
issuers or are sold by the Trustee, the amount of the premium will be reduced
in respect of those Obligations no longer owned by and held in such Trust. If
the Trustee exercises the right to obtain Permanent Insurance, the premium
payable for such Permanent Insurance will be paid solely from the proceeds of
the sale of the related Obligations. The premiums for such Permanent Insurance
with respect to each Obligation will decline over the life of the Obligation.
Miscellaneous Expenses. The following additional charges are or may be
incurred by the Trust: (a) fees of the Trustee for extraordinary services, (b)
expenses of the Trustee (including legal and auditing expenses) and of counsel
designated by the Sponsor, (c) various governmental charges, (d) expenses and
costs of any action taken by the Trustee to protect the Trust and the rights
and interests of Unitholders, (e) indemnification of the Trustee for any loss,
liability or expenses incurred by it in the administration of the Trust
without negligence, bad faith or willful misconduct on its part and (f)
expenditures incurred in contacting Unitholders upon termination of the Trust.
The fees and expenses set forth herein are payable out of the Trust. When such
fees and expenses are paid by or owing to the Trustee, they are secured by a
lien on the portfolio or portfolios of the applicable Trust or Trusts. If the
balances in the Interest and Principal Accounts are insufficient to provide
for amounts payable by the Trust, the Trustee has the power to sell
Obligations to pay such amounts.
INSURANCE ON THE OBLIGATIONS
Insurance has been obtained by the Trust guaranteeing prompt payment of
interest and principal, when due (as more fully described below), in respect
of all the Obligations in the Trust (except for issues for which insurance has
been obtained by the issuer of the Obligations). See "Investment
Objectives and Portfolio Selection". Each insurance policy obtained by the
Trust is non-cancellable and will continue in force so long as such Trust is
in existence, the Portfolio Insurer involved is still in business and the
Obligations described in such policy continue to be held by such Trust (see
"Portfolio"). Non-payment of premiums on a policy obtained by the
Trust will not result in the cancellation of insurance but will force the
Portfolio Insurer involved to take action against the Trustee to recover
premium payments due it. The Trustee in turn will be entitled to recover such
payments from the Trust. Premium rates for each issue of Obligations protected
by the policy obtained by the Trust are fixed for the life of the Trust. The
premium for any insurance policy or policies obtained by an issuer of
Obligations has been paid in advance by such issuer and any such policy or
policies are non-cancellable and will continue in force so long as the
Obligations so insured are outstanding and the Portfolio Insurer involved
remains in business. If the provider of an original issuance insurance policy
is unable to meet its obligations under such policy or if the rating assigned
to the claims-paying ability of any such insurer deteriorates, the Portfolio
Insurers have no obligation to insure any issue adversely affected by either
of the above described events.
The aforementioned Trust insurance guarantees the timely payment of principal
and interest on the Obligations as they fall due. For the purposes of the
Portfolio Insurance, "when due" generally means the stated maturity
date for the payment of principal and interest. However, in the event (a) an
issuer of an Obligation defaults in the payment of principal or interest on
such Obligation, (b) such issuer enters into a bankruptcy proceeding or (c)
the maturity of such Obligation is accelerated, the Portfolio Insurer involved
has the option, in its sole discretion, for a limited period of time after
receiving notice of the earliest to occur of such a default, bankruptcy
proceeding or acceleration to pay the outstanding principal amount of such
Obligation plus accrued interest to the date of such payment and thereby
retire the Obligation from a Trust prior to such Obligation's stated maturity
date. The insurance does not guarantee the market value of the Obligations or
the value of the Units. Insurance obtained by a Trust is only effective as to
Obligations owned by and held in such Trust. In the event of a sale of any
such Obligation by the Trustee, such insurance terminates as to such
Obligation on the date of sale.
Pursuant to an irrevocable commitment of the Portfolio Insurers, the Trustee,
upon the sale of an Obligation covered under a portfolio insurance policy
obtained by the Trust, has the right to obtain permanent insurance with
respect to such Obligation (i.e., insurance to maturity of the Obligations
regardless of the identity of the holder thereof) (the "Permanent
Insurance") upon the payment of a single predetermined insurance premium
and any expenses related thereto from the proceeds of the sale of such
Obligation. Accordingly, any Obligation in the Trust is eligible to be sold on
an insured basis. It is expected that the Trustee would exercise the right to
obtain Permanent Insurance only if upon such exercise the Trust would receive
net proceeds (sale of Obligation proceeds less the insurance premium and
related expenses attributable to the Permanent Insurance) from such sale in
excess of the sale proceeds if such Obligations were sold on an uninsured
basis.The insurance premium with respect to each Obligation eligible for
Permanent Insurance would be determined based upon the insurability of each
Obligation as of the Date of Deposit and would not be increased or decreased
for any change in the creditworthiness of each Obligation.
The Sponsor believes that the Permanent Insurance option provides an advantage
to the Trust in that each Obligation insured by a Trust insurance policy may
be sold out of the Trust with the benefits of the insurance attaching thereto.
Thus, the value of the insurance, if any, at the time of sale, can be realized
in the market value of the Obligation so sold (which is not the case in
connection with any value attributable to such Trust's portfolio insurance).
See "Public Offering--Offering Price". Because any such insurance
value may be realized in the market value of the Obligation upon the sale
thereof upon exercise of the Permanent Insurance option, the Sponsor
anticipates that (a) in the event the Trust were to be comprised of a
substantial percentage of Obligations in default or significant risk of
default, it is much less likely that the Trust would need at some point in
time to seek a suspension of redemptions of Units than if the Trust were to
have no such option (see "Rights of Unitholders--Right of Redemption")
and (b) at the time of termination of the Trust, if the Trust were holding
defaulted Obligations or Obligations in significant risk of default, the Trust
would not need to hold such Obligations until their respective maturities in
order to realize the benefits of the Trust's portfolio insurance (see "
Trust Administration--Amendment or Termination").
Except as indicated below, insurance obtained by the Trust has no effect on
the price or redemption value of Units. It is the present intention of the
Evaluator to attribute a value for such insurance (including the right to
obtain Permanent Insurance) for the purpose of computing the price or
redemption value of Units if the Obligations covered by such insurance are in
default in payment of principal or interest or in significant risk of such
default. The value of the insurance will be equal to the difference between
(i) the market value of an Obligation which is in default in payment of
principal or interest or in significant risk of such default assuming the
exercise of the right to obtain Permanent Insurance (less the insurance
premium and related expenses attributable to the purchase of Permanent
Insurance) and (ii) the market value of such Obligations not covered by
Permanent Insurance. See "Public Offering--Offering Price"herein for
a more complete description of the Trust's method of valuing defaulted
Obligations which have a significant risk of default.
The portfolio insurance policies obtained by the Trust were issued by either
AMBAC Indemnity or CapMAC. The other policy (or commitment therefor) obtained
by an Obligation issuer was issued by AMBAC Indemnity. See "Investment
Objectives and Portfolio Selection".
CapMAC is a New York-domiciled monoline stock insurance company which engages
only in the business of financial guarantee and surety insurance. CapMAC is
licensed in 50 states in addition to the District of Columbia, the
Commonwealth of Puerto Rico and the territory of Guam. CapMAC insures
structured asset-backed, corporate, municipal and other financial obligations
in the domestic and foreign capital markets. CapMAC may also provide financial
guarantee reinsurance for structured asset-backed, corporate and municipal
obligations written by other major insurance companies.
CapMAC's claims-paying ability is rated "Aaa" by Moody's Investors
Service, Inc. ("Moody's"), "AAA" by Standard & Poor's
Corporation ("Standard & Poor's"), "AAA" by Duff & Phelps,
Inc. ("Duff & Phelps") and "AAA" by Nippon Investors Inc. Such
ratings reflect only the views of the respective rating agencies, are not
recommendations to buy, sell or hold securities and are subject to revision or
withdrawal at any time by such rating agencies.
CapMAC is wholly owned by CapMAC Holdings Inc. ("Holdings"), a company
that is owned by a group of institutional and other investors, including
CapMAC's management and employees.
Neither Holdings nor any of its stockholders is obligated to pay any claims
under any Policy issued by CapMAC or any debts of CapMAC or to make additional
capital contributions.
CapMAC is regulated by the Superintendent of Insurance of the State of New
York. In addition, CapMAC is subject to regulation by the insurance
departments of the other jurisdictions in which it is licensed. CapMAC is
subject to periodic regulatory examinations by the same regulatory
authorities.
CapMAC is bound by insurance laws and regulations regarding capital transfers,
limitations upon dividends, investment of assets, changes in control,
transactions with affiliates and consolidations and acquisitions. The amount
of exposure per risk that CapMAC may retain, after giving effect to
reinsurance, collateral or other security, is also regulated. Statutory and
regulatory accounting practices may prescribe appropriate rates at which
premiums are earned and the levels of reserves required. In addition, various
insurance laws restrict the incurrence of debt, regulate permissible
investments of reserves, capital and surplus, and govern the form of policies.
CapMAC's obligations under the Policies may be reinsured. Such reinsurance
does not relieve CapMAC of any of its obligations under the Policy(s).
THE POLICY IS NOT COVERED BY THE PROPERTY/CASUALTY INSURANCE SECURITY FUND
SPECIFIED IN ARTICLE 76 OF THE NEW YORK INSURANCE LAW.
As at December 31, 1993 and 1992, CapMAC had qualified statutory capital
(which consists of policyholders' surplus and contingency reserve) of
approximately $168 million and $163 million, respectively, and had not
incurred any debt obligations. Article 69 of the New York State Insurance Law
requires CapMAC to establish and maintain the contingency reserve, which is
available to cover claims under policies issued by CapMAC.
In addition to its qualified statutory capital and other reinsurance available
to pay claims under its Policies, CapMAC has entered into a Stop Loss
Reinsurance Agreement (the "Stop Loss Agreement") with Winterthur
Swiss Insurance Company (the "Reinsurer"), which is rated "AAA"
by Standard & Poor's and "Aaa" by Moody's, pursuant to which the
Reinsurer will be required to pay any losses incurred by CapMAC during the
term of the Stop Loss Agreement on the Policies covered under the Stop Loss
Agreement in excess of a specified amount of losses incurred by CapMAC under
such Policies (such specified amount initially being $100 million and
increasing annually by an amount equal to 662/3% of the increase in
CapMAC's statutory capital and surplus) up to an aggregate limit payable under
the Stop Loss Agreement of $50 million. The Stop Loss Agreement has a term of
seven years, is extendable for one-year periods and is subject to early
termination upon the occurrence of certain events.
CapMAC also has available a $100,000,000 standby corporate liquidity facility
(the "Liquidity Facility") provided by a syndicate of banks rated
A1+/P1 by Standard & Poor's and Moody's, respectively. The Liquidity Facility
is currently scheduled to expire in June 1997 and may be extended from time to
time. Under the Liquidity Facility CapMAC will be able, subject to satisfying
certain conditions, to borrow funds from time to time in order to enable it to
fund any claim payments or payments made in settlement or mitigation of claims
payments under its policies, including the Policy.
Copies of CapMAC's financial statements prepared in accordance with statutory
accounting standards, which differ from generally accepted accounting
principles, and filed with the Insurance Department of the State of New York
are available upon request. CapMAC is located at 885 Third Avenue, New York,
New York 10022, and its telephone number is (212) 755-1155.
AMBAC Indemnity Corporation ("AMBAC Indemnity") is a
Wisconsin-domiciled stock insurance corporation regulated by the Office of the
Commissioner of Insurance of the State of Wisconsin and licensed to do
business in 50 states, the District of Columbia and the Commonwealth of Puerto
Rico, with admitted assets of approximately $1,988,000,000 (unaudited) and
statutory capital of approximately $1,148,000,000 (unaudited) as of March 31,
1994. Statutory capital consists of AMBAC Indemnity's policyholders' surplus
and statutory contingency reserve. AMBAC Indemnity is a wholly owned
subsidiary of AMBAC Inc., a 100% publicly-held company. Moody's Investors
Service, Inc. and Standard & Poor's Corporation have both assigned a triple-A
claims-paying ability rating to AMBAC Indemnity.
Copies of its financial statements prepared in accordance with statutory
accounting standards are available from AMBAC Indemnity. The address of AMBAC
Indemnity's administrative offices and its telephone number are One State
Street Plaza, 17th Floor, New York, New York, 10004 and (212) 668-0340.
AMBAC Indemnity has entered into quota share reinsurance agreements under
which a percentage of the insurance underwritten pursuant to certain municipal
bond insurance programs of AMBAC Indemnity has been and will be assumed by a
number of foreign and domestic unaffiliated reinsurers.
Municipal Bond Investors Assurance Corporation ("MBIA") is the
principal operating subsidiary of MBIA Inc., a New York Stock Exchange listed
company. MBIA Inc. is not obligated to pay the debts of or claims against
MBIA. MBIA is a limited liability corporation rather than a several liability
association. MBIA is domiciled in the State of New York and licensed to do
business in all fifty states, the District of Columbia and the Commonwealth of
Puerto Rico. As of March 31, 1994 MBIA had admitted assets of $3.2 billion
(unaudited), total liabilities of $2.2 billion (unaudited), and total capital
and surplus of $998 million (unaudited) determined in accordance with
statutory accounting practices prescribed or permitted by insurance regulatory
authorities. Copies of MBIA's year end financial statements prepared in
accordance with statutory accounting practices are available from MBIA. The
address of MBIA is 113 King Street, Armonk, New York 10504.
Effective December 31, 1989, MBIA Inc. acquired Bond Investors Group, Inc. On
January 5, 1990, MBIA acquired all of the outstanding stock of Bond Investors
Group, Inc., the parent of Bond Investors Guaranty Insurance Company (BIG),
now known as MBIA Insurance Corp. of Illinois. Through a reinsurance
agreement, BIG has ceded all of its net insured risks, as well as its unearned
premium and contingency reserves, to MBIA and MBIA has reinsured BIG's net
outstanding exposure.
Moody's Investors Service, Inc. rates all bond issues insured by MBIA
"Aaa" and short-term loans "MIG 1,"both designated to be of the
highest quality.
Standard & Poor's Corporation rates all new issues insured by MBIA
"AAA" Prime Grade.
The Moody's Investors Service, Inc. rating of MBIA should be evaluated
independently of the Standard & Poor's Corporation rating of MBIA. No
application has been made to any other rating agency in order to obtain
additional ratings on the Obligations. The ratings reflect the respective
rating agency's current assessment of the creditworthiness of MBIA and its
ability to pay claims on its policies of insurance. Any further explanation as
to the significance of the above ratings may be obtained only from the
applicable rating agency.
The above ratings are not recommendations to buy, sell or hold the Obligations
and such ratings may be subject to revision or withdrawal at any time by the
rating agencies. Any downward revision or withdrawal of either or both ratings
may have an adverse effect on the market price of the Obligations.
Financial Guaranty Insurance Company ("Financial Guaranty" or
"FGIC") is a wholly-owned subsidiary of FGIC Corporation (the
"Corporation"), a Delaware holding company. The Corporation is a
wholly-owned subsidiary of General Electric Capital Corporation ("GECC").
Neither the Corporation nor GECC is obligated to pay the debts of or the
claims against Financial Guaranty. Financial Guaranty is domiciled in the
State of New York and is subject to regulation by the State of New York
Insurance Department. As of September 30, 1994, the total capital and surplus
of Financial Guaranty was approximately $871,000,000. Copies of Financial
Guaranty's financial statements, prepared on the basis of statutory accounting
principles, and the Corporation's financial statements, prepared on the basis
of generally accepted accounting principles, may be obtained by writing to
Financial Guaranty at 115 Broadway, New York, New York 10006, Attention:
Communications Department, telephone number: (212) 312-3000 or to the New York
State Insurance Department at 160 West Broadway, 18th Floor, New York, New
York 10013, Attention: Property Companies Bureau, telephone number: (212)
621-0389.
In addition, Financial Guaranty is currently licensed to write insurance in
all 50 states and the District of Columbia.
Financial Security Assurance Inc. ("Financial Security" or
"FSA") is a monoline insurance company incorporated on March 16, 1984 under
the laws of the State of New York. The operations of Financial Security
commenced on July 25, 1985, and Financial Security received its New York State
insurance license on September 23, 1985. Financial Security and its two wholly
owned subsidiaries are licensed to engage in the financial guaranty insurance
business in 49 states, the District of Columbia and Puerto Rico.
Financial Security and its subsidiaries are engaged exclusively in the
business of writing financial guaranty insurance, principally in respect of
asset-backed and other collateralized securities offered in domestic and
foreign markets. Financial Security and its subsidiaries also write financial
guaranty insurance in respect of municipal and other obligations and reinsure
financial guaranty insurance policies written by other leading insurance
companies. In general, financial guaranty insurance consists of the issuance
of a guaranty of scheduled payments of an issuer's securities, thereby
enhancing the credit rating of those securities, in consideration for payment
of a premium to the insurer.
Financial Security is approximately 91.6% owned by US WEST, Inc. and 8.4%
owned by The Tokio Marine and Fire Insurance Co., Ltd. ("Tokio Marine").
Neither US WEST, Inc. nor Tokio Marine is obligated to pay the debts of or
the claims against Financial Security. Financial Security is domiciled in the
State of New York and is subject to regulation by the State of New York
Insurance Department. As of March 31, 1993 the total policyholders' surplus
and contingency reserves and the total unearned premium reserve, respectively,
of Financial Security and its consolidated subsidiaries were, in accordance
with generally accepted accounting principles, approximately $479,110,000
(unaudited) and $220,078,000 (unaudited), and the total shareholders' equity
and the total unearned premium reserve, respectively, of Financial Security
and its consolidated subsidiaries were, in accordance with generally accepted
accounting principles, approximately $628,119,000 (unaudited) and $202,493,000
(unaudited). Copies of Financial Security's financial statements may be
obtained by writing to Financial Security at 350 Park Avenue, New York, New
York, 10022, Attention: Communications Department. Its telephone number is
(212) 826-0100.
Pursuant to an intercompany agreement, liabilities on financial guaranty
insurance written by Financial Security or either of its subsidiaries are
reinsured among such companies on an agreed-upon percentage substantially
proportional to their respective capital, surplus and reserves, subject to
applicable statutory risk limitations. In addition, Financial Security
reinsures a portion of its liabilities under certain of its financial guaranty
insurance policies with unaffiliated reinsurers under various quota share
treaties and on a transaction-by-transaction basis. Such reinsurance is
utilized by Financial Security as a risk management device and to comply with
certain statutory and rating agency requirements; it does not alter or limit
Financial Security's obligations under any financial guaranty insurance
policy.
Financial Security's claims-paying ability is rated "Aaa" by Moody's
Investors Service, Inc., and "AAA" by Standard & Poor's Corporation,
Nippon Investors Service Inc., Duff & Phelps Inc. and Australian Ratings Pty.
Ltd. Such ratings reflect only the views of the respective rating agencies,
are not recommendations to buy, sell or hold securities and are subject to
revision or withdrawal at any time by such rating agencies.
Capital Guaranty Insurance Company ("Capital Guaranty") is a
"Aaa/AAA"rated monoline stock insurance company incorporated in the State
of Maryland, and is a wholly owned subsidiary of Capital Guaranty Corporation,
a Maryland insurance holding company. Capital Guaranty Corporation is a
publicly owned company whose shares are traded on the New York Stock Exchange.
Capital Guaranty is authorized to provide insurance in 49 states, the District
of Columbia and three U.S. territories. Capital Guaranty focuses on insuring
municipal securities and our policies guaranty the timely payment of principal
and interest when due for payment on new issue and secondary market issue
municipal bond transactions. Capital Guaranty's claims-paying ability is rated
"Triple-A"by both Moody's and Standard & Poor's.
As of June 30, 1994, Capital Guaranty had more than $13.7 billion in net
exposure outstanding. The total statutory policyholders' surplus and
contingency reserve of Capital Guaranty was $89,917,075 (unaudited), and the
total admitted assets were $286,825,253 (unaudited) as reported to the
Insurance Department of the State of Maryland as of June 30, 1994. Financial
statements for Capital Guaranty Insurance Company, that have been prepared in
accordance with statutory insurance accounting standards, are available upon
request. The address of Capital Guaranty's headquarters and its telephone
number are Steuart Tower, 22nd Floor, One Market Plaza, San Francisco, CA
94105-1413 and (415) 995-8000.
Because the Obligations are insured by CapMAC, MBIA or AMBAC Indemnity as to
the timely payment of principal and interest, when due (as more fully
described above), and on the basis of the various reinsurance agreements in
effect, Standard & Poor's Corporation has assigned to the Units of the Trust
its "AAA" investment rating. See "Investment Objectives and
Portfolio Selection". The obtaining of this rating by the Trust should not
be construed as an approval of the offering of the Units by Standard & Poor's
Corporation or as a guarantee of the market value of the Trust or of the
Units.
On the date of this Prospectus, the Estimated Current Return on the
Obligations in the Trust portfolio was 8.12% after payment of the insurance
premiums payable by the Trust, while the Estimated Long-Term Return on the
Obligations in the Trust portfolio was 8.16%. The Estimated Current Return on
an identical portfolio without the insurance obtained by the Trust would have
been 8.30% on such date, while the Estimated Long-Term Return on an identical
portfolio without the insurance obtained by the Trust would have been 8.34%.
An objective of portfolio insurance obtained by the Trust is to obtain a
higher yield on the Trust portfolio than would be available if all the
Obligations in such portfolio had Standard & Poor's Corporation "AAA"
rating and yet at the same time to have the protection of insurance of prompt
payment of interest and principal, when due (as more fully described above),
on the Obligations. There is, of course, no certainty that this result will be
achieved.
In the event of nonpayment of interest or principal, when due (as more fully
described above), in respect of an Obligation, the appropriate Insurer shall
make such payment within 30 days after it has been notified that such
nonpayment has occurred. The appropriate Insurer, as regards any payment it
may make, will succeed to the rights of the Trustee in respect thereof.
The information relating to the Insurers has been furnished by the respective
Insurers. The financial information with respect to the Insurers appears in
reports filed with state insurance regulatory authorities and is subject to
audit and review by such authorities. No representation is made herein as to
the accuracy or adequacy of such information or as to the absence of material
adverse changes in such information subsequent to the dates thereof.
TAX STATUS
For purposes of the following discussions and opinions, it is assumed that
interest on each of the Obligations (including the taxable municipal bonds, if
any) is included in gross income for Federal income tax purposes. In the
opinion of Chapman and Cutler, special counsel for the Sponsor, under existing
law:
The Trust is not an association taxable as a corporation for United States
Federal income tax purposes.
Each Unitholder will be considered the owner of a pro rata portion of each of
the Trust's assets for Federal income tax purposes under Subpart E, Subchapter
J of Chapter 1 of the Internal Revenue Code of 1986 (the "Code"). Each
Unitholder will be considered to have received his pro rata share of interest
derived from each such asset when such interest is received by the Trust. Each
Unitholder will also be required to include in taxable income for Federal
income tax purposes, original issue discount with respect to his interest in
any Obligations held by the Trust at the same time and in the same manner as
though the Unitholder were the direct owner of such interest.
Each Unitholder will have a taxable event when an Obligation of the Trust is
disposed of (whether by sale, exchange, redemption, or payment at maturity) or
when the Unitholder redeems or sells his Units. The cost of the Units to a
Unitholder on the date such Units are purchased is allocated among the
Obligations held in the Trust (in accordance with the proportion of the fair
market values of such Obligations) in order to determine his tax basis for his
pro rata portion in each Obligation. Unitholders must reduce the tax basis of
their Units for their share of accrued interest received, if any, on
Obligations delivered after the date the Unitholders pay for their Units and,
consequently, such Unitholders may have an increase in taxable gain or
reduction in capital loss upon the disposition of such Units. Gain or loss
upon the sale or redemption of Units is measured by comparing the proceeds of
such sale or redemption with the adjusted basis of the Units. If the Trustee
disposes of Obligations, gain or loss is recognized to the Unitholder. The
amount of any such gain or loss is measured by comparing the Unitholder's pro
rata share of the total proceeds from such disposition with his basis for his
fractional interest in the asset disposed of. The basis of each Unit and of
each Obligation which was issued with original issue discount (including the
Treasury Bonds) must be increased by the amount of accrued original issue
discount and the basis of each Unit and of each Obligation which was purchased
by the Trust at a premium must be reduced by the annual amortization of bond
premium which the Unitholder has properly elected to amortize under Section
171 of the Code. The tax cost reduction requirements of the Code relating to
amortization of bond premium may, under some circumstances, result in the
Unitholder realizing a taxable gain when his Units are sold or redeemed for an
amount equal to or less than his original cost. The Treasury Bonds held by the
Trust are treated as bonds that were originally issued at an original issue
discount provided, pursuant to a Treasury Regulation (the "Regulation"
) issued on December 28, 1992, that the amount of original issue discount
determined under Section 1286 of the Code is not less than a "de
minimis" amount as determined thereunder (as discussed below under "
Original Issue Discount"). Because the Treasury Bonds represent interests
in "stripped" U.S. Treasury bonds, a Unitholder's initial cost for his
pro rata portion of each Treasury Bond held by the Trust (determined at the
time he acquires his Units, in the manner described above) shall be treated as
its "purchase price"by the Unitholder. Original issue discount is
effectively treated as interest for Federal income tax purposes, and the
amount of original issue discount in this case is generally the difference
between the bond's purchase price and its stated redemption price at maturity.
A Unitholder will be required to include in gross income for each taxable year
the sum of his daily portions of original issue discount attributable to the
Treasury Bonds held by the Trust as such original issue discount accrues and
will, in general, be subject to Federal income tax with respect to the total
amount of such original issue discount that accrues for such year even though
the income is not distributed to the Unitholders during such year to the
extent it is not less than a "de minimis"amount as determined under
the Regulation. In general, original issue discount accrues daily under a
constant interest rate method which takes into account the semi-annual
compounding of accrued interest. In the case of the Treasury Bonds, this
method will generally result in an increasing amount of income to the
Unitholders each year. Unitholders should consult their tax advisers regarding
the Federal income tax consequences and accretion of original issue discount.
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, subject to the following limitation. 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. Temporary
regulations have been issued which require Unitholders to treat certain
expenses of the Trust as miscellaneous itemized deductions subject to this
limitation.
Acquisition Premium. If a Unitholder's tax basis of his pro rata portion in
any Obligations held by the Trust exceeds the amount payable by the issuer of
the Obligation with respect to such pro rata interest upon the maturity of the
Obligation, such excess would be considered "acquisition premium"
which may be amortized by the Unitholder at the Unitholder's election as
provided in Section 171 of the Code. Unitholders should consult their tax
advisors regarding whether such election should be made and the manner of
amortizing acquisition premium.
Original Issue Discount. Certain of the Obligations of the Trust may have been
acquired with "original issue discount." In the case of any
Obligations of the Trust acquired with "original issue discount" that
exceeds a "de minimis"amount as specified in the Code or in the case
of the Treasury Bonds as specified in the Regulation, such discount is
includable in taxable income of the Unitholders on an accrual basis computed
daily, without regard to when payments of interest on such Obligations are
received. The Code provides a complex set of rules regarding the accrual of
original issue discount. These rules provide that original issue discount
generally accrues on the basis of a constant compound interest rate over the
term of the Obligations. Unitholders should consult their tax advisers as to
the amount of original issue discount which accrues.
Special original issue discount rules apply if the purchase price of the
Obligation by the Trust exceeds its original issue price plus the amount of
original issue discount which would have previously accrued based upon its
issue price (its "adjusted issue price"). Unitholders should also
consult their tax advisers regarding these special rules. Similarly these
special rules would apply to a Unitholder if the tax basis of his pro rata
portion of an Obligation issued with original issue discount exceeds his pro
rata portion of its adjusted issue price.
Market Discount. If a Unitholder's tax basis in his pro rata portion of
Obligations is less than the allocable portion of such Obligation's stated
redemption price at maturity (or, if issued with original issue discount, the
allocable portion of its "revised issue price"), such difference will
constitute market discount unless the amount of market discount is "de
minimis"as specified in the Code. Market discount accrues daily computed
on a straight line basis, unless the Unitholder elects to calculate accrued
market discount under a constant yield method. The market discount rules do
not apply to Treasury Bonds because they are stripped debt instruments subject
to special original issue discount rules as discussed above. Unitholders
should consult their tax advisors as to the amount of market discount which
accrues.
Accrued market discount is generally includable in taxable income to the
Unitholders as ordinary income for Federal tax purposes upon the receipt of
serial principal payments on the Obligations, on the sale, maturity or
disposition of such Obligations by the Trust, and on the sale by a Unitholder
of Units, unless a Unitholder elects to include the accrued market discount in
taxable income as such discount accrues. If a Unitholder does not elect to
annually include accrued market discount in taxable income as it accrues,
deductions for any interest expense incurred by the Unitholder which is
incurred to purchase or carry his Units will be reduced by such accrued market
discount. In general, the portion of any interest expense which was not
currently deductible would ultimately be deductible when the accrued market
discount is included in income. Unitholders should consult their tax advisers
regarding whether an election should be made to include market discount in
income as it accrues and as to the amount of interest expense which may not be
currently deductible.
Computation of the Unitholder's Tax Basis. The tax basis of a Unitholder with
respect to his interest in an Obligation is increased by the amount of
original issue discount (and market discount, if the Unitholder elects to
include market discount, if any, on the Obligations held by the Trust in
income as it accrues) thereon properly included in the Unitholder's gross
income as determined for Federal income tax purposes and reduced by the amount
of any amortized acquisition premium which the Unitholder has properly elected
to amortize under Section 171 of the Code. A Unitholder's tax basis in his
Units will equal his tax basis in his pro rata portion of all of the assets of
the Trust.
Recognition of Taxable Gain or Loss Upon Disposition of Obligations by the
Trust or Disposition of Units. A Unitholder will recognize taxable capital
gain (or loss) when all or part of his pro rata interest in an Obligation is
disposed of in a taxable transaction for an amount greater (or less) than his
tax basis therefor. Any gain recognized on a sale or exchange and not
constituting a realization of accrued "market discount,"and any loss
will, under current law, generally be capital gain or loss except in the case
of a dealer or financial institution. As previously discussed, gain realized
on the disposition of the interest of a Unitholder in any Obligation deemed to
have been acquired with market discount will be treated as ordinary income to
the extent the gain does not exceed the amount of accrued market discount not
previously taken into income. Any capital gain or loss arising from the
disposition of an Obligation by the Trust or the disposition of Units by a
Unitholder will be short-term capital gain or loss unless the Unitholder has
held his Units for more than one year in which case such capital gain or loss
will be long-term. For taxpayers other than corporations, net capital gains
are subject to a maximum marginal stated tax rate of 28 percent. 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. Because some or all capital gains are taxed at a
comparatively lower rate under the Tax Act, the Tax Act includes a provision
that characterizes 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 the Unitholder disposes of a Unit, he is deemed thereby to have disposed of
his entire pro rata interest in all Trust assets including his pro rata
portion of all of the Obligations represented by the Unit. This may result in
a portion of the gain, if any, on such sale being taxable as ordinary income
under the market discount rules (assuming no election was made by the
Unitholder to include market discount in income as it accrues) as previously
discussed. The tax cost reduction requirements of the Code relating to
amortization of bond premium may under some circumstances, result in the
Unitholder realizing taxable gain when his Units are sold or redeemed for an
amount equal to or less than his original cost.
Foreign Investors. A Unitholder who is a foreign investor (i.e., an investor
other than a U.S. citizen or resident or a U.S. corporation, partnership,
estate or trust) will not be subject to United States Federal income taxes,
including withholding taxes, on interest income (including any original issue
discount) on, or any gain from the sale or other disposition of, his pro rata
interest in any Obligation or the sale of his Units provided that all of the
following conditions are met: (i) the interest income or gain is not
effectively connected with the conduct by the foreign investor of a trade or
business within the United States, (ii) either (a) the interest is not from
sources within the United States or (b) the interest is United States source
income (which is the case for most securities issued by United States
issuers), the Obligation is issued after July 18, 1984 (which is the case for
each Obligation held by the Trust), the foreign investor does not own,
directly or indirectly, 10% or more of the total combined voting power of all
classes of voting stock of the issuer of the Obligation and the foreign
investor is not a controlled foreign corporation related (within the meaning
of Section 864(d)(4) of the Code) to the issuer of the Obligation, (iii) with
respect to any gain, the foreign investor (if an individual) is not present in
the United States for 183 days or more during his or her taxable year and (iv)
the foreign investor provides all certification which may be required of his
status (foreign investors may contact the Sponsor to obtain a Form W-8 which
must be filed with the Trustee and refiled every three calendar years
thereafter). Foreign investors should consult their tax advisers with respect
to United States tax consequences of ownership of Units.
It should be noted that the Tax Act includes a provision which eliminates the
exemption from United States taxation, including withholding taxes, for
certain "contingent interest."The provision applies to interest
received after December 31, 1993. No opinion is expressed herein regarding the
potential applicability of this provision and whether United States taxation
or withholding taxes could be imposed with respect to income derived from the
Units as a result thereof. Unitholders and prospective investors should
consult with their tax advisers regarding the potential effect of this
provision on their investment in Units.
General. Each Unitholder (other than a foreign investor who has properly
provided the certifications described above) will be requested to provide the
Unitholder's taxpayer identification number to the Trustee and to certify that
the Unitholder has not been notified that payments to the Unitholder are
subject to back-up withholding. If the proper taxpayer identification number
and appropriate certification are not provided when requested, distributions
by the Trust to such Unitholder will be subject to back-up withholding.
In the opinion of Tanner Propp & Farber, special counsel to the Trust for New
York tax matters, the Trust is not an association taxable as a corporation and
the income of such Trust 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 United States Federal and New York
State and City income taxes; Unitholders may be subject to state and local
taxation in other jurisdictions (including a foreign investor's country of
residence). Unitholders should consult their tax advisers regarding potential
state, local, or foreign taxation with respect to the Units.
PURCHASED AND ACCRUED INTEREST
Purchased Interest. Purchased Interest is a portion of the unpaid interest
that has accrued on the Obligations from the later of the last payment date on
the Obligations or the date of issuance thereof through the First Settlement
Date and is included in the calculation of the Public Offering Price.
Purchased Interest will be distributed to Unitholders as Units are redeemed or
Obligations mature or are called. See "Summary of Essential Financial
Information" for the amount of Purchased Interest per Unit for each Trust.
Purchased Interest is an element of the price Unitholders will receive in
connection with the sale or redemption of Units prior to the termination of
the Trust.
Accrued Interest. Accrued interest is an accumulation of unpaid interest on
securities which generally is paid semi-annually, although the Trust accrues
such interest daily. Because of this, the Trust always has an amount of
interest earned but not yet collected by the Trustee. For this reason, with
respect to sales settling subsequent to the First Settlement Date, the Public
Offering Price of Units will have added to it the proportionate share of
accrued interest to the date of settlement. Unitholders will receive on the
next distribution date of the Trust the amount, if any, of accrued interest
paid on their Units.
As indicated in "Purchased Interest", accrued interest as of the First
Settlement Date includes Purchased Interest. In an effort to reduce the amount
of Purchased Interest which would otherwise have to be paid by Unitholders,
the Trustee may advance a portion of such accrued interest to the Sponsor as
the Unitholder of record as of the First Settlement Date. Consequently, the
amount of accrued interest to be added to the Public Offering Price of Units
will include only accrued interest from the First Settlement Date to the date
of settlement (other than the Purchased Interest already included therein),
less any distributions from the Interest Account subsequent to the First
Settlement Date. See "Rights of Unitholders--Distributions of Interest and
Principal".
Because of the varying interest payment dates of the Obligations, accrued
interest at any point in time will be greater than the amount of interest
actually received by a Trust and distributed to Unitholders. If a Unitholder
sells or redeems all or a portion of his Units, he will be entitled to receive
his proportionate share of the Purchased Interest and accrued interest from
the purchaser of his Units. Since the Trustee has the use of the funds
(including Purchased Interest) held in the Interest Account for distributions
to Unitholders and since such Account is non-interest-bearing to Unitholders,
the Trustee benefits thereby.
PUBLIC OFFERING
General. Units are offered at the Public Offering Price which includes
Purchased Interest. During the initial offering period the Public Offering
Price is based on the offering prices of the Obligations in the Trust and
includes a sales charge of 4.9% of the Public Offering Price (5.152% of the
aggregate offering price of the Obligations). However, the sales charge
applicable to quantity purchases is, during the initial offering period,
reduced on a graduated basis to any person acquiring 100 or more Units as
follows:
<TABLE>
<CAPTION>
Aggregate Number of Units Dollar Amount of Sales
Purchased Charge Reduction Per Unit
<S> <C>
100-249 Units $ 4.00
250-499 Units $ 6.00
500-999 Units $14.00
1,000 or more Units $19.00
</TABLE>
In the secondary market, Units are offered at the Public Offering Price which
is based on the bid prices of all the Obligations and includes a sales charge
determined in accordance with the table set forth below and is based upon the
dollar weighted average maturity of the Trust, plus Purchased Interest and
accrued interest. For purposes of computation, Obligations will be deemed to
mature on their expressed maturity dates unless: (a) the Obligations have been
called for redemption or funds or securities have been placed in escrow to
redeem them on an earlier call date, in which case such call date will be
deemed to be the date upon which they mature; or (b) such Obligations are
subject to a "mandatory tender", in which case such mandatory tender
will be deemed to be the date upon which they mature. The effect of this
method of sales charge computation will be that different sales charges rates
will be applied to the Trust based upon the dollar weighted average maturity
of such Trust's portfolio, in accordance with the following schedule:
<TABLE>
<CAPTION>
Years To Maturity Sales Charge Years To Maturity Sales Charge
<S> <C> <C> <C>
1 1.523% 9 4.712%
2 2.041 10 4.932
3 2.564 11 4.932
4 3.199 12 4.932
5 3.842 13 5.374
6 4.058 14 5.374
7 4.275 15 5.374
8 4.493 16 to 30 6.045
</TABLE>
The sales charges in the above table are expressed as a percentage of the
aggregate bid prices of the Obligations in the Trust. Expressed as a percent
of the Public Offering Price (excluding Purchased Interest), the sales charge
on the Trust consisting entirely of a portfolio of Obligations with 15 years
to maturity would be 5.10%.
Employees of Van Kampen Merritt Inc. and its subsidiaries may purchase Units
of the Trust at the current Public Offering Price less the underwriting
commission during the initial offering period, and less the dealer's
concession for secondary market transactions. Registered representatives of
selling Underwriters may purchase Units of the Trust at the current Public
Offering Price less the underwriting commission during the initial offering
period, and less the dealer's concession for secondary market transactions.
Registered representatives of selling brokers, dealers, or agents may purchase
Units of the Trust at the current Public Offering Price less the dealer's
concession during the initial offering period and for secondary market
transactions.
Any such reduced sales charge shall be the responsibility of the selling
Underwriter, broker, dealer or agent. The Sponsor will, however, increase the
concession or agency commission for such quantity purchases. See "Public
Offering--Unit Distribution". This reduced sales charge structure will
apply on all purchases by the same person from any one Underwriter or dealer
of units of Van Kampen Merritt-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 date 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 qualifies 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 under 21 years of age will be deemed for the purposes
of calculating the applicable sales charge to be additional purchases by the
purchaser. The reduced sales charges will also be applicable to a trustee or
other fiduciary purchasing securities for one or more trust estate or
fiduciary accounts.
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 Obligations in
the Trust.
As indicated above, the price of the Units as of 8:00 A.M. Central time or the
opening of business on the date the Obligations were deposited in the Trust
was determined by adding to the determination of the aggregate offering price
of the Obligations an amount equal to 5.152% of such value plus Purchased
Interest and dividing the sum so obtained by the number of Units outstanding.
This computation produced a gross underwriting profit equal to 4.9% of the
Public Offering Price (excluding Purchased Interest). Such price determination
as of 8:00 A.M. Central time or the opening of business on the Date of Deposit
was made on the basis of an evaluation of the Obligations in the Trust
prepared by Interactive Data Services, Inc., a firm regularly engaged in the
business of evaluating, quoting or appraising comparable securities. Except on
the Date of Deposit during the period of initial offering, the Evaluator will
appraise or cause to be appraised daily the value of the underlying
Obligations as of 4:00 P.M. Eastern time on days the New York Stock Exchange
is open and will adjust the Public Offering Price of the Units commensurate
with such appraisal. Such Public Offering Price will be effective for all
orders received at or prior to 4:00 P.M. Eastern time on each such day. Orders
received by the Trustee, Sponsor or any Underwriter for purchases, sales or
redemptions after that time, or on a day when the New York Stock Exchange is
closed, will be held until the next determination of price. For secondary
market sales the Public Offering Price per Unit will be equal to the aggregate
bid price of the Obligations in the Trust plus an amount equal to the
applicable secondary market sales charge expressed as a percentage of the
aggregate bid price of such value plus Purchased Interest and dividing the sum
so attained by the number of Units then outstanding. This computation produces
a gross underwriting profit equal to such sales charge expressed as a
percentage of the Public Offering Price (excluding Purchased Interest). For
secondary market purposes such appraisal and adjustment will be made by the
Evaluator as of 4:00 P.M. Eastern time on days on which the New York Stock
Exchange is open for each day on which any Unit of the Trust is tendered for
redemption, and it shall determine the aggregate value of such Trust as of
4:00 P.M. Eastern time on such other days as may be necessary.
The aggregate price of the Obligations in the Trust has been and will be
determined on the basis of bid prices or offering prices, as appropriate, (a)
on the basis of current market prices for the Obligations obtained from
dealers or brokers who customarily deal in bonds comparable to those held by
the Trust; (b) if such prices are not available for any particular
Obligations, on the basis of current market prices for comparable bonds; (c)
by causing the value of the Obligations to be determined by others engaged in
the practice of evaluation, quoting or appraising comparable bonds; or (d) by
any combination of the above. Unless the Obligations are in default in payment
of principal or interest or in significant risk of such default, the Evaluator
will not attribute any value to the insurance obtained by the Trust.
The Evaluator will consider in its evaluation of Obligations which are in
default in payment of principal or interest or, in the Sponsor's opinion, in
significant risk of such default (the "Defaulted Obligations") the
value of the insurance guaranteeing interest and principal payments. The value
of the insurance will be equal to the difference between (i) the market value
of Defaulted Obligations assuming the exercise of the right to obtain
Permanent Insurance (less the insurance premium and related expenses
attributable to the purchase of Permanent Insurance) and (ii) the market value
of such Defaulted Obligations not covered by Permanent Insurance. In addition,
the Evaluator will consider the ability of the Portfolio Insurer involved to
meet its commitments under the Trust's insurance policy, including the
commitments to issue Permanent Insurance. It is the position of the Sponsor
that this is a fair method of valuing the Obligations and the insurance
obtained by the Trust and reflects a proper valuation method in accordance
with the provisions of the Investment Company Act of 1940.
No value has been ascribed to insurance obtained by the Trust as of the date
of this Prospectus.
The initial or primary Public Offering Price of the Units and the Sponsor's
initial repurchase price per Unit are based on the offering price per Unit of
the underlying Obligations plus the applicable sales charge plus Purchased
Interest and interest accrued but unpaid from the First Settlement Date to the
date of settlement. The secondary market Public Offering Price and the
Redemption Price per Unit are based on the bid price per Unit of the
Obligations in the Trust plus the applicable sales charge plus Purchased
Interest and accrued interest. The offering price of Obligations in the Trust
may be expected to range from .35%-1% more than the bid price of such
Obligations. On the Date of Deposit, the offering side evaluation of the
Obligations in the Trust were higher than the bid side evaluation of such
Obligations by the amount indicated under footnote (5) in "Notes to
Portfolio".
Although payment is normally made five business days following the order for
purchase, payment may be made prior thereto. However, delivery of certificates
representing Units so ordered will be made five business days following such
order or shortly thereafter. A person will become the owner of Units on the
date of settlement provided payment has been received. Cash, if any, made
available to the Sponsor prior to the date of settlement for the purchase of
Units may be used in the Sponsor's business and may be deemed to be a benefit
to the Sponsor, subject to the limitations of the Securities Exchange Act of
1934.
Unit Distribution. During the initial offering period, Units will be
distributed to the public by Underwriters, broker-dealers and others (see "
Underwriting") at the Public Offering Price, plus accrued interest
computed as described above under "Purchased and Accrued Interest".
Upon the completion of the initial offering, Units repurchased in the
secondary market, if any, may be offered by this prospectus at the secondary
Public Offering Price in the manner described.
The Sponsor intends to qualify the Units for sale in a number of states.
Broker-dealers or others will be allowed a concession or agency commission in
connection with the distribution of Units during the initial offering period
of $30.00 per Unit for less than 100 Units, $36.00 per Unit for any single
transaction of 100 to 249 Units, $38.00 per Unit for any single transaction of
250 to 499 Units, $39.00 per Unit for any single transaction of 500 to 999
Units and $39.00 per Unit for any single transaction of 1,000 or more Units,
provided that such Units are acquired either from the Sponsor (in the case of
dealer transactions) or through the Sponsor (in the case of transactions
involving brokers or others). The increased concession or agency commission is
a result of the discount given to purchasers for quantity purchases. See "
Public Offering--General". Certain commercial banks are making Units of
the Trust available to their customers on an agency basis. A portion of the
sales charge (equal to the agency commission referred to above) is retained by
or remitted to the banks. Under the Glass-Steagall Act, banks are prohibited
from underwriting Units of the Trust; 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. Any
quantity discount (see "General" above) provided to investors will be
borne by the selling dealer or agent. For secondary market transactions, such
concession or agency commission will amount to 4% of the Public Offering Price
per Unit.
To facilitate the handling of transactions during the initial offering period,
sales of Units shall normally be limited to transactions involving a minimum
of five Units. Further purchases may be made in multiples of one Unit. The
minimum purchase in the secondary market will be one Unit.
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. See "Underwriting".
Sponsor and Underwriter Compensation. The Underwriters through the initial or
primary distribution of Units will receive a gross sales commission equal to
4.9% of the Public Offering Price of the Units (5.152% of the net amount
invested) (excluding Purchased Interest), less any reduced sales charge for
quantity purchases as described under "General" above.
The Sponsor will receive from the Underwriters the excess of such gross sales
commission over $35.00 per Unit as of the Date of Deposit. In connection with
quantity sales to purchasers of the Trust the Underwriters will receive from
the Sponsor commissions totalling $37.00 per Unit for any single transaction
of 100 to 249 Units, $39.00 per Unit for any single transaction of 250 to 499
Units, $40.00 per Unit for any single transaction of 500 to 999 Units and
$39.00 per Unit for any single transaction of 1,000 or more Units. See "
Public Offering--General". Further, each Underwriter who underwrites 1,000
or more Units in any Trust will receive additional compensation from the
Sponsor of $1.00 for each Unit is underwrites. In addition, the Sponsor and
the Underwriters will realize a profit or the Sponsor will sustain a loss, as
the case may be, as a result of the difference between the price paid for the
Obligations by the Sponsor and the cost of such Obligations to the Trust
(which is based on the determination of the aggregate offering price of the
Obligations in such Trust on the Date of Deposit as prepared by Interactive
Data Services, Inc.). See "Underwriting"and "Portfolio". The
Sponsor and the Underwriters may also realize profits or sustain losses with
respect to Obligations deposited in a Trust which were acquired by the Sponsor
from underwriting syndicates of which they were members. The Sponsor has not
participated as sole underwriter or as manager or as a member of any
underwriting syndicates from which any of the Obligations in the portfolio of
the Trust were acquired. The Underwriters 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 Obligations in the Trust after the
Date of Deposit, since all proceeds received from purchasers of Units
(excluding dealer concessions or agency commissions allowed, if any) will be
retained by the Underwriters. Affiliates of an Underwriter are entitled to the
same dealer concessions or agency commission that are available to the
Underwriter.
As stated under "Public Market" below, the Sponsor intends to, and
certain of the other Underwriters may, maintain a secondary market for the
Units of the Trust. In so maintaining a market, the Sponsor or any such
Underwriters 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 is based on the bid prices of the
Obligations in the Trust and includes a sales charge). In addition, the
Sponsor or any such Underwriters 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. During the initial public offering period, the Sponsor and/or
certain of the other Underwriters intend to offer to purchase Units at a price
based on the aggregate offering price per Unit of the Obligations in the Trust
and the amount of Purchased Interest plus accrued interest to the date of
settlement less the related sales commission. Afterward, although they are not
obligated to do so, the Sponsor intends to, and certain of the other
Underwriters may, maintain a market for the Units offered hereby and to offer
continuously to purchase such Units at price of the Obligations in the
portfolio plus Purchased Interest plus interest accrued to the date of
settlement plus any principal cash on hand, less any amounts representing
taxes or other governmental charges payable out of the Trust and less any
accrued Trust expenses. If the supply of Units exceeds demand or if some other
business reason warrants it, the Sponsor and/or the other Underwriters may
either discontinue all purchases of Units or discontinue purchases of Units at
such prices. In the event that a market is not maintained for the Units and
the Unitholder cannot find another purchaser, a Unitholder desiring to dispose
of his Units may be able to dispose of such Units only by tendering them to
the Trustee for redemption at the Redemption Price, which is based upon the
aggregate bid price of the Obligations in the portfolio plus Purchased
Interest and any accrued interest. The aggregate bid prices of the underlying
Obligations in the Trust are expected to be less than the related aggregate
offering prices. 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.
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 Trust is evidenced by separate registered
certificates executed by the Trustee and the Sponsor. Certificates are
transferable by presentation and surrender to the Trustee properly endorsed or
accompanied by a written instrument or instruments of transfer. A Unitholder
must sign exactly as his name appears on the face of the certificate with the
signature guaranteed by a participant in the Securities Transfer Agents
Medallion Program ("STAMP") or such other signature guaranty 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
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 Interest and Principal. Interest received by the Trust,
including that part of the proceeds of any disposition of Obligations which
represents Purchased Interest and/or accrued interest and including any
insurance proceeds representing interest due on defaulted Obligations, is
credited by the Trustee to the Interest Account. Other receipts are credited
to the Principal Account. Interest received by the Trust after deduction of
amounts sufficient to reimburse the Trustee, without interest, for any amounts
advanced and paid to the Sponsor as the Unitholder of record as of the First
Settlement Date (see "Public Offering--Offering Price") will be
distributed on or shortly after the fifteenth day of each month on a pro rata
basis to Unitholders of record as of the preceding record date (which will be
the first day of the month). All distributions will be net of applicable
expenses. The pro rata share of cash in the Principal Account will be computed
on the date indicated under "Distribution"on page 2, and thereafter
as of the record date, and distributions to the Unitholders as of such record
date will be made on or shortly after the fifteenth day of such month.
Proceeds received from the disposition of any of the Obligations after such
record date and prior to the following distribution date will be held in the
Principal Account and not distributed until the next distribution date. The
Trustee is not required to pay interest on funds held in the Principal or
Interest Accounts (but may itself earn interest thereon and therefore benefits
from the use of such funds) nor to make a distribution from the Principal
Account unless the amount available for distribution shall equal at least
$1.00 per Unit.
The distribution to the Unitholders as of each record date after the First
Settlement Date will be made on the following distribution date or shortly
thereafter and shall consist of an amount substantially equal to such portion
of the Unitholders' pro rata share of the estimated net annual unit income in
the Interest Account after deducting estimated expenses. Because interest
payments are not received by the Trust at a constant rate throughout the year,
such interest distribution may be more or less than the amount credited to the
Interest Account as of the record date. For the purpose of minimizing
fluctuation in the distributions from the Interest Account, the Trustee is
authorized to advance such amounts as may be necessary to provide interest
distributions of approximately equal amounts. The Trustee shall be reimbursed,
without interest, for any such advances from funds in the Interest Account on
the ensuing record date. Persons who purchase Units will commence receiving
distributions only after such person becomes a record owner. Notification to
the Trustee of the transfer of Units is the responsibility of the purchaser,
but in the normal course of business such notice is provided by the selling
broker-dealer.
As of the first day of each month, the Trustee will deduct from the Interest
Account and, to the extent funds are not sufficient therein, from the
Principal Account, amounts necessary to pay the expenses of the Trust (as
determined on the basis set forth under "Trust Operating Expenses").
The Trustee also may withdraw from said accounts such amounts, if any, as it
deems necessary to establish a reserve for any governmental charges payable
out of the Trust. Amounts so withdrawn shall not be considered a part of the
Trust's assets until such time as the Trustee shall return all or any part of
such amounts to the appropriate accounts. In addition, the Trustee may
withdraw from the Interest and Principal Accounts such amounts as may be
necessary to cover purchases of Replacement Obligations and redemption of
Units by the Trustee.
Reinvestment Option. Unitholders of the Trust may elect to have each
distribution of interest income, capital gains and/or principal on their Units
automatically reinvested in shares of any of the mutual funds listed under
"Trust Administration--Sponsor"which are registered in the
Unitholder's state of residence. Such mutual funds are hereinafter
collectively referred to as the "Reinvestment Funds".
Each Reinvestment Fund has investment objectives which differ in certain
respects from those of the Trust. The prospectus relating to each Reinvestment
Fund describes the investment policies of such fund and sets forth the
procedures to follow to commence reinvestment. A Unitholder may obtain a
prospectus for the respective Reinvestment Funds from Van Kampen Merritt Inc.
at One Parkview Plaza, Oakbrook Terrace, IL 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, plus a sales charge of $1.00 per $100 of reinvestment
except if the participant selects the Van Kampen Merritt Money Market Fund or
the Van Kampen Merritt Tax Free Money Fund in which case no sales charge
applies. A minimum of one-half of such sales charge would be paid to Van
Kampen Merritt Inc.
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.
Each Reinvestment Fund, its sponsor and its investment adviser shall have the
right to terminate at any time the reinvestment plan relating to such fund.
Reports Provided. The Trustee shall furnish Unitholders in connection with
each distribution a statement of the amount of interest and, if any, the
amount of other receipts (received since the preceding distribution) being
distributed expressed in each case as a dollar amount representing the pro
rata share of each Unit outstanding. For as long as the Trustee deems it to be
in the best interests of the Unitholders, the accounts of the Trust shall be
audited, not less frequently than annually, by independent certified public
accountants and the report of such accountants shall be furnished by the
Trustee to Unitholders upon request. Within a reasonable period of time after
the end of each calendar year, the Trustee shall furnish to each person who at
any time during the calendar year was a registered Unitholder a statement (i)
as to the Interest Account: interest received (including amounts representing
interest received upon any disposition of the Obligations), deductions for
applicable taxes and for fees and expenses of the Trust (including insurance
costs), for purchases of Replacement Obligations and 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 Principal Account: the dates of
disposition of any Obligations and the net proceeds received therefrom
(excluding any portion representing accrued interest and the premium and any
expenses related thereto attributable to the exercise of the right to obtain
Permanent Insurance), the amount paid for purchases of Replacement Obligations
and for redemptions of Units, if any, deductions for payment of applicable
taxes, fees and expenses of the Trust 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 Obligations held
and the number of Units outstanding on the last business day of such calendar
year; (iv) the Redemption Price per Unit based upon the last computation
thereof made during such calendar year; and (v) amounts actually distributed
during such calendar year from the Interest and Principal Accounts, separately
stated, expressed both as total dollar amounts and as dollar amounts
representing the pro rata share of each Unit outstanding.
In order to comply with Federal and state tax reporting requirements,
Unitholders will be furnished, upon request to the Trustee, evaluations of the
Obligations in the Trust furnished to it by the Evaluator.
Each distribution statement will reflect pertinent information in respect of
the other plan of distribution so that Unitholders may be informed regarding
the results of such other plan of distribution.
Redemption of Units. A Unitholder may redeem all or a portion of his Units by
tender to the Trustee at its Unit Investment Trust Division, 101 Barclay
Street, 20th Floor, New York, New York 10286, of the certificates representing
the Units to be redeemed, duly endorsed or accompanied by proper instruments
of transfer with signature guaranteed (or by providing satisfactory indemnity,
as in connection with lost, stolen or destroyed certificates) and by payment
of applicable governmental charges, if any. Thus, redemption of Units cannot
be effected until certificates representing such Units have been delivered by
the person seeking redemption or satisfactory indemnity provided. No
redemption fee will be charged. On the seventh calendar day following such
tender, or if the seventh calendar day is not a business day, on the first
business day prior thereto, the Unitholder will be entitled to receive in cash
an amount for each Unit equal to the Redemption Price per Unit next computed
after receipt by the trustee of such tender of Units. The "date of
tender"is deemed to be the date on which Units are received by the
Trustee, except that as regards Units received after 4:00 P.M. Eastern time on
days of trading on the New York Stock Exchange, the date of tender is the next
day on which such Exchange is open for trading and such Units will be deemed
to have been tendered to the Trustee on such day for redemption at the
redemption price computed on that day.
Under regulations issued by the Internal Revenue Service, the Trustee will be
required to withhold a specified percentage of the principal amount of a Unit
redemption if the Trustee has not been furnished the redeeming Unitholder's
tax identification number in the manner required by such regulations. Any
amount so withheld is transmitted to the Internal Revenue Service and may be
recovered by the Unitholder only when filing a return. Under normal
circumstances the Trustee obtains the Unitholder's tax identification number
from the selling broker. However, at any time a Unitholder elects to tender
Units for redemption, such Unitholder should provide a tax identification
number to the Trustee in order to avoid this possible "back-up
withholding"in the event the Trustee has not been previously provided
such number.
Purchased Interest and accrued interest paid on redemption shall be withdrawn
from the Interest Account or, if the balance therein is insufficient, from the
Principal Account. All other amounts will be withdrawn from the Principal
Account. The Trustee is empowered to sell underlying Obligations in order to
make funds available for redemption. Units so redeemed shall be cancelled.
The Redemption Price per Unit (as well as the secondary market Public Offering
Price) will be determined on the basis of the bid price of the Obligations in
the Trust, while the initial and primary Public Offering Price of Units will
be determined on the basis of the offering price of the Obligations, as of
4:00 P.M. Eastern time on days of trading on the New York Stock Exchange on
the date any such determination is made. On the Date of Deposit, the Public
Offering Price per Unit (which is based on the offering prices of the
Obligations and Purchased Interest and includes the sales charge) exceeded the
value at which Units could have been redeemed (based upon the current bid
prices of the Obligations in such Trust and Purchased Interest) by the amount
shown under "Summary of Essential Financial Information". While the
Trustee has the power to determine the Redemption Price per Unit when Units
are tendered for redemption, such authority has been delegated to the
Evaluator which determines the price per Unit on a daily basis. The Redemption
Price per Unit is the pro rata share of each Unit in the Trust determined on
the basis of (i) the cash on hand in such Trust or monies in the process of
being collected, (ii) the value of the Obligations in such Trust based on the
bid prices of the Obligations, except for those cases in which the value of
insurance has been included, (iii) Purchased Interest and (iv) interest
accrued thereon, 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 Obligations in the Trust by
employing any of the methods set forth in "Public Offering--Offering
Price". In determining the Redemption Price per Unit no value will be
assigned to the portfolio insurance maintained by the Trust on the Obligations
in such Trust unless such Obligations are in default in payment of principal
or interest or in significant risk of such default. For a description of the
situations in which the Evaluator may value the insurance obtained by the
Trust, see "Public Offering--Offering Price".
The price at which Units may be redeemed could be less than the price paid by
the Unitholder and may be less than the par value of the Obligations
represented by the Units so redeemed. As stated above, the Trustee may sell
Obligations to cover redemptions. When Obligations are sold, the size and
diversity of the affected Trust will be reduced. Such sales may be required at
a time when Obligations would not otherwise be sold and might result in lower
prices than might otherwise be realized. Pursuant to an irrevocable commitment
of the Portfolio Insurers, the Trustee upon the sale of an Obligation has the
right to obtain permanent insurance for such Obligation upon the payment of a
single predetermined insurance premium and any expenses related thereto from
the proceeds of the sale of such Obligation. Accordingly, any Obligation may
be sold on an insured basis.
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 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
Obligations in the Trust is not reasonably practicable, or for such other
periods as the Securities and Exchange Commission may by order permit. Under
certain extreme circumstances the Sponsor may apply to the Securities and
Exchange Commission for an order permitting a full or partial suspension of
the right of Unitholders to redeem their Units.
TRUST ADMINISTRATION
Sponsor Purchases of Units. The Trustee shall notify the Sponsor of any tender
of Units for redemption. If the Sponsor's bid in the secondary market at that
time equals or exceeds the Redemption Price per Unit, it may purchase such
Units by notifying the Trustee before the close of business on the second
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 Trustee is empowered to sell, for the purpose of
redeeming Units tendered by any Unitholder, and for the payment of expenses
for which funds may not be available, such of the Obligations designated by
the Evaluator as the Trustee in its sole discretion may deem necessary. The
Evaluator, in designating such Obligations, will consider a variety of
factors, including (a) interest rates, (b) market value and (c) marketability.
To the extent that Obligations are sold which are current in payment of
principal and interest in order to meet redemption requests and defaulted
Obligations are retained in the portfolio in order to preserve the related
insurance protection applicable to said Obligations, the overall quality of
the Obligations remaining in a Trust's portfolio will tend to diminish. The
Sponsor is empowered, but not obligated, to direct the Trustee to dispose of
Obligations in the event of an advanced refunding.
The Sponsor is required to instruct the Trustee to reject any offer made by an
issuer of any of the Obligations to issue new obligations in exchange or
substitution for any Obligation pursuant to a refunding or refinancing plan,
except that the Sponsor may instruct the Trustee to accept or reject such an
offer or to take any other action with respect thereto as the Sponsor may deem
proper if (1) the issuer is in default with respect to such Obligation or (2)
in the written opinion of the Sponsor the issuer will probably default with
respect to such Obligation in the reasonably foreseeable future. Any
obligation so received in exchange or substitution will be held by the Trustee
subject to the terms and conditions of the Trust Agreement to the same extent
as Obligations originally deposited thereunder. Within five days after the
deposit of obligations in exchange or substitution for underlying Obligations,
the Trustee is required to give notice thereof to each Unitholder, identifying
the Obligations eliminated and the Obligations substituted therefor. Except as
stated herein and under "Trust Portfolio--Replacement Obligations"
regarding the substitution of Replacement Obligations for Failed Obligations,
the acquisition by the Trust of any obligations other than the Obligations
initially deposited is not permitted.
If any default in the payment of principal or interest on any Obligation
occurs and no provision for payment is made therefor either pursuant to the
portfolio insurance, or otherwise, within 30 days, the Trustee is required to
notify the Sponsor thereof. If the Sponsor fails to instruct the Trustee to
sell or to hold such Obligation within 30 days after notification by the
Trustee to the Sponsor of such default, the Trustee may in its discretion sell
the defaulted Obligation and not be liable for any depreciation or loss
thereby incurred.
Amendment or Termination. The Sponsor and the Trustee have the power to amend
the Trust Agreement without the consent of any of the Unitholders when such an
amendment is (a) to cure an ambiguity or to correct or supplement any
provision of the Trust Agreement which may be defective or inconsistent with
any other provision contained therein or (b) to make such other provisions as
shall not adversely affect the interest of the Unitholders (as determined in
good faith by the Sponsor and the Trustee), provided that the Trust Agreement,
may not be amended to increase the number of Units issuable thereunder or to
permit the deposit or acquisition of obligations either in addition to or in
substitution for any of the Obligations initially deposited in the Trust,
except for the substitution of certain refunding obligations for such
Obligations. In the event of any amendment, the Trustee is obligated to notify
promptly all Unitholders of the substance of such amendment.
A Trust may be terminated at any time by consent of Unitholders representing
51% of the Units of the Trust then outstanding or by the Trustee when the
value of the Trust, as shown by any semi-annual evaluation, is less than that
indicated under "Summary of Essential Financial Information".
A Trust will be liquidated by the Trustee in the event that a sufficient
number of Units not yet sold are tendered for redemption by the Underwriters,
including the Sponsor, so that the net worth of the Trust would be reduced to
less than 40% of the initial principal amount of the Trust. If the Trust is
liquidated because of the redemption of unsold Units by the Underwriters, the
Sponsor will refund to each purchaser of Units the entire sales charge paid by
such purchaser.
The Trust Agreement provides that the Trust shall terminate upon the
redemption, sale or other disposition of the last Obligation held in the
Trust, but in no event shall it continue beyond the end of the year preceding
the fiftieth anniversary of the Trust Agreement. In the event of termination
of the Trust, written notice thereof will be sent by the Trustee to each
Unitholder of the Trust at his address appearing on the registration books of
the Trust maintained by the Trustee, such notice specifying the time or times
at which the Unitholder may surrender his certificate or certificates for
cancellation. Within a reasonable time thereafter the Trustee shall liquidate
any Obligations then held in the Trust and shall deduct from the funds of the
Trust any accrued costs, expenses or indemnities provided by the Trust
Agreement, including estimated compensation of the Trustee and costs of
liquidation and any amounts required as a reserve to provide for payment of
any applicable taxes or other governmental charges. The sale of Obligations in
the Trust upon termination may result in a lower amount than might otherwise
be realized if such sale were not required at such time. For this reason,
among others, the amount realized by a Unitholder upon termination may be less
than the principal amount or par amount of Obligations represented by the
Units held by such Unitholder. The Trustee shall then distribute to each
Unitholder his share of the balance of the Interest and Principal Accounts.
With such distribution the Unitholders shall be furnished a final distribution
statement of the amount distributable. At such time as the Trustee in its sole
discretion shall determine that any amounts held in reserve are no longer
necessary, it shall make distribution thereof to Unitholders in the same
manner.
Limitation on Liabilities. The Sponsor, the Evaluator 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 negligence (gross negligence in the case of the Sponsor) 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 Obligations. 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 Obligations or upon the interest thereon or
upon it as Trustee under the Trust Agreement or upon or in respect of the
Trust which the Trustee may be required to pay under any present or future law
of the United States of America or of any other taxing authority having
jurisdiction. In addition, the Trust Agreement contains other customary
provisions limiting the liability of the Trustee.
The Trustee, Sponsor 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 Merritt Inc., a Delaware corporation, is the Sponsor of
the Trust. Van Kampen Merritt Inc. is primarily owned by Clayton, Dubilier &
Rice, Inc., a New York-based private investment firm. Van Kampen Merritt Inc.
management owns a significant minority equity position. Van Kampen Merritt
Inc. specializes in the underwriting and distribution of unit investment
trusts and mutual funds. The Sponsor is a member of the National Association
of Securities Dealers, Inc. and has its principal office at One Parkview
Plaza, Oakbrook Terrace, Illinois 60181 (708) 684-6000. 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 December 31,
1993, the total stockholders' equity of Van Kampen Merritt Inc. was
$122,167,000 (audited). (This paragraph relates only to the Sponsor and not to
the Trust or to any Series thereof or to any other Underwriter. 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 September 30, 1994, the Sponsor and its affiliates managed or supervised
approximately $35.4 billion of investment products, of which over $23 billion
is invested in municipal securities. The Sponsor and its affiliates managed
$22 billion of assets, consisting of $7.7 billion for 20 open end mutual
funds, $8.0 billion for 34 closed-end funds and $6.1 billion for 65
institutional accounts. The Sponsor has also deposited approximately $24.5
billion of unit investment trusts. Based on cumulative assets deposited, the
Sponsor believes that it is the largest sponsor of insured municipal unit
investment trusts, primarily through the success of its Insured Municipal
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 opened
over one million retail investor accounts through retail distribution firms.
Van Kampen Merritt Inc. is the sponsor of the various series of the trusts
listed below and the distributor of the mutual funds and closed-end funds
listed below. Unitholders may only invest in the trusts, mutual funds and
closed-end funds which are registered for sale in the state of residence of
such Unitholder. In order for a Unitholder to invest in the trusts, mutual
funds and closed-end funds listed below, such Unitholder must obtain a
prospectus relating to the trust or fund involved. A prospectus is the only
means by which an offer can be delivered to investors.
<TABLE>
<CAPTION>
Name of Trust Trust Investment Objective
<S> <C>
Tax-exempt income by investing in insured municipal
Insured Municipals Income Trust...................................... securities
Double tax-exemption for California residents by investing
California Insured Municipals Income Trust........................... in insured California municipal securities
Double and in certain cases triple tax-exemption for New
York residents by investing in insured New York municipal
New York Insured Municipals Income Trust............................. securities
Double and in certain cases triple tax-exemption for
Pennsylvania residents by investing in insured Pennsylvania
Pennsylvania Insured Municipals Income Trust......................... municipal securities
Insured Municipals Income Trust, Insured Multi-Series
(Premium Bond Series, National, Limited Maturity,
Intermediate, Short Intermediate, Discount, Alabama, Arizona,
Arkansas, California, California Intermediate, California
Intermediate Laddered Maturity, California Premium, Colorado,
Connecticut, Florida, Florida Intermediate, Florida Intermediate
Laddered Maturity, Georgia, Louisiana, Massachusetts,
Massachusetts Premium, Michigan, Michigan Intermediate,
Michigan Intermediate Laddered Maturity, Michigan Premium,
Minnesota, Missouri, Missouri Intermediate Laddered Maturity,
Missouri Premium, New Jersey, New Jersey Intermediate
Laddered Maturity, New Mexico, New York, New York
Intermediate, New York Intermediate Laddered Maturity, New Tax-exempt income by investing in insured municipal
York Limited Maturity, Ohio, Ohio Intermediate, Ohio securities; all issuers of bonds in a state trust are
Intermediate Laddered Maturity, Ohio Premium, Oklahoma, located in such state or in territories or possessions of
Pennsylvania, Pennsylvania Intermediate, Pennsylvania the United States-- providing exemptions from all state
Intermediate Laddered Maturity, Pennsylvania Premium, income tax for residents of such state (except for the
Tennessee, Texas, Texas Intermediate Laddered Maturity, Oklahoma IM-IT Trust where a portion of the income of the
Washington, West Virginia).......................................... Trust may be subject to the Oklahoma state income tax
Tax-exempt income by investing in insured municipal
Insured Tax Free Bond Trust.......................................... securities
Tax-exempt income by investing in insured municipal
securities; all issuers of bonds in a state trust are
Insured Tax Free Bond Trust, Insured Multi-Series located in such state--providing exemptions from state
(National Limited Maturity, New York)............................... income tax for residents of such state
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
Investors' Quality Tax-Exempt Trust.............................. Tax-exempt income by investing in municipal securities
Investors' Quality Tax-Exempt Trust, Multi-Series
(National, National AMT, Intermediate, Alabama, Arizona,
Arkansas, California, Colorado, Connecticut, Delaware,
Florida, Georgia, Hawaii, Kansas, Kentucky, Maine, Maryland, Tax-exempt income by investing in municipal securities; all
Massachusetts, Michigan, Minnesota, Missouri, Nebraska, issuers of bonds in a state trust are located in such state or
New Jersey, New York, North Carolina, Ohio, Oregon, in territories or possessions of the United States--providing
Pennsylvania, South Carolina, Virginia)......................... exemptions from state income tax for residents of such state
Tax-exempt income for investors not subject to the alternative
minimum tax by investing in municipal securities, some or all of
Investors' Quality Municipals Trust, AMT Series...................which are subject to the Federal alternative minimum tax
Investors' Corporate Income Trust.................................Taxable income by investing in corporate bonds
Investors' Governmental Securities--Income Trust................. Taxable income by investing in government-backed GNMA securities
High current income through an investment in a diversified
portfolio of foreign currency denominated corporate debt
Van Kampen Merritt International Bond Income Trust................obligations
High current income consistent with preservation of capital
through a diversified investment in a fixed portfolio of
Van Kampen Merritt Insured Income Trust...........................insured, long-term or intermediate-term corporate debt securities
High dividend income and capital appreciation by investing in
Van Kampen Merritt Utility Income Trust...........................common stock of electric utilities
Provide the potential for capital appreciation and income by
investing in a portfolio of actively traded, New York Stock
Exchange listed equity securities which are components of the
Van Kampen Merritt Blue Chip Opportunity Trust....................Dow Jones Industrial Average*
Protect Unitholders' capital and provide the potential for
capital appreciation and income by investing a portion of its
portfolio in "zero coupon"U.S. Treasury obligations and
the remainder of the trust's portfolio in actively traded, New
York Stock Exchange listed equity securities which at the time
Van Kampen Merritt Blue Chip Opportunity and of the creation of the trust were components of the Dow Jones
Treasury Trust...................................................Industrial Average*
High current income consistent with preservation of capital
through a diversified investment in a fixed portfolio primarily
consisting of Brady Bonds of emerging market countries that have
restructured sovereign debt pursuant to the framework of the
Van Kampen Merritt Emerging Markets Income Trust..................Brady Plan
Provide the potential for capital appreciation and income
consistent with the preservation of invested capital, by
investing in a portfolio of equity securities which provide
Van Kampen Merritt Global Telecommunications Trust................equipment for or services to the telecommunications industry
Provide the potential for capital appreciation and income
consistent with the preservation of invested capital, by
investing in a portfolio of equity securities diversified within
Van Kampen Merritt Global Energy Trust............................the energy industry
Provide an above average total return through a combination of
potential capital appreciation and dividend income, consistent
with preservation of invested capital, by investing in a
Strategic Ten Trust portfolio of common stocks of the ten companies in a recognized
(United States, United Kingdom, and Hong Kong Portfolios)........stock exchange index having the highest dividend yields
Provide the potential for capital appreciation and income
consistent with the preservation of invested capital, by
investing in a portfolio of equity securities diversified within
Van Kampen Merritt Brand Name Equity Trust........................the non-durable consumer products industry
</TABLE>
*The Dow Jones Industrial Average is the property of Dow Jones & Company, Inc.
Dow Jones & Company, Inc. has not granted to the Trust or the Sponsor a
license to use the Dow Jones Industrial Average.
<TABLE>
<CAPTION>
Name of Mutual Fund Fund Investment Objective
<S> <C>
Van Kampen Merritt U.S. Government Fund....................High current income by investing in U.S. Government securities
High current income exempt from Federal income taxes by investing in
Van Kampen Merritt Insured Tax Free Income Fund............insured municipal securities
High level of current income exempt from Federal income tax, consistent
Van Kampen Merritt Municipal Income Fund...................with preservation of capital
High current income exempt from Federal income taxes by investing in
Van Kampen Merritt Tax Free High Income Fund...............medium and lower grade municipal securities
High current income exempt from Federal and California income taxes by
Van Kampen Merritt California Insured Tax Free Fund........investing in insured California municipal securities
Provide a high level of current income by investing in medium and lower
grade domestic and foreign government and corporate debt securities.
Van Kampen Merritt High Yield Fund.........................The Fund will seek capital appreciation as a secondary objective
Long-term growth of both capital and dividend income by investing in
Van Kampen Merritt Growth and Income Fund..................dividend paying common stocks
High current income exempt from Federal and Pennsylvania state and
local income taxes by investing in medium and lower grade Pennsylvania
Van Kampen Merritt Pennsylvania Tax Free Income Fund.......municipal securities
High current income by investing in a broad range of money market
Van Kampen Merritt Money Market Fund.......................instruments that will mature within twelve months
High current income exempt from Federal income taxes by investing in a
broad range of municipal securities that will mature within twelve
Van Kampen Merritt Tax Free Money Fund.....................months
High current income by investing in a global portfolio of high quality
debt securities denominated in various currencies having remaining
Van Kampen Merritt Short-Term Global Income Fund...........maturities of not more than three years
High level of current income with a relatively stable net asset value
Van Kampen Merritt Adjustable Rate U.S. Government Fund....investing in U.S. Government securities
High level of current income exempt from Federal income tax, consistent
Van Kampen Merritt Limited Term Municipal Income Fund......with preservation of capital
Provide capital appreciation and current income by investing in a
diversified portfolio of common stocks and income securities issued by
Van Kampen Merritt Utility Fund............................companies engaged in the utilities industry
Provide shareholders with high current income. The Fund will seek
Van Kampen Merritt Strategic Income Fund...................capital appreciation as a secondary objective
High level of current income exempt from Federal income tax and Florida
intangible personal property taxes consistent with preservation of
Van Kampen Merritt Florida Insured Tax Free Income Fund....capital
High level of current income exempt from Federal income tax and New
Van Kampen Merritt New Jersey Tax Free Income Fund.........Jersey gross income tax consistent with preservation of capital
High level of current income exempt from Federal as well as New York
State and New York City income taxes, consistent with preservation of
Van Kampen Merritt New York Income Fund....................capital
</TABLE>
<TABLE>
<CAPTION>
Name of Closed-end Fund Fund Investment Objective
<S> <C>
High current income exempt from Federal income taxes with safety of
principal by investing in a diversified portfolio of investment grade
Van Kampen Merritt Municipal Income Trust...................municipal securities
High current income exempt from Federal and California income taxes
with safety of principal by investing in a diversified portfolio of
Van Kampen Merritt California Municipal Trust...............investment grade California municipal securities
High current income while seeking to preserve shareholders' capital by
investing in a diversified portfolio of high yield fixed income
Van Kampen Merritt Intermediate Term High Income Trust......securities
High current income while seeking to preserve shareholders' capital by
investing in a diversified portfolio of high yield fixed income
Van Kampen Merritt Limited Term High Income Trust...........securities
High current income, consistent with preservation of capital by
Van Kampen Merritt Prime Rate Income Trust..................investing in interests in floating or variable rate senior loans
High current income exempt from Federal income tax, consistent with
Van Kampen Merritt Investment Grade Municipal Trust.........preservation of capital
High level of current income exempt from Federal income tax,
Van Kampen Merritt Municipal Trust..........................consistent with preservation of capital
High current income exempt from Federal and California income taxes
with safety of principal by investing in a diversified portfolio of
Van Kampen Merritt California Quality Municipal Trust.......investment grade California municipal securities
High current income exempt from Federal income taxes and Florida
intangible personal property taxes with safety of principal by
investing in a diversified portfolio of investment grade Florida
Van Kampen Merritt Florida Quality Municipal Trust..........municipal securities
High current income exempt from Federal as well as New York State and
New York City income taxes with safety of principal by investing in a
Van Kampen Merritt New York Quality Municipal Trust.........diversified portfolio of investment grade New York municipal securities
High current income exempt from Federal and Ohio income taxes with
safety of principal by investing in a diversified portfolio of
Van Kampen Merritt Ohio Quality Municipal Trust.............investment grade Ohio municipal securities
High current income exempt from Federal and Pennsylvania income taxes
with safety of principal by investing in a diversified portfolio of
Van Kampen Merritt Pennsylvania Quality Municipal Trust.....investment grade Pennsylvania municipal securities
High level of current income exempt from Federal income tax,
Van Kampen Merritt Trust for Investment Grade Municipals....consistent with preservation of capital
High level of current income exempt from Federal income tax,
consistent with preservation of capital by investing in a diversified
portfolio of municipal securities which are covered by insurance with
Van Kampen Merritt Trust for Insured Municipals.............respect to timely payment of principal and interest
High level of current income exempt from Federal and California income
Van Kampen Merritt Trust for Investment Grade CA taxes, consistent with preservation of capital by investing in a
Municipals.................................................diversified portfolio of California municipal securities
High level of current income exempt from Federal income taxes,
consistent with preservation of capital. The Fund also seeks to offer
Van Kampen Merritt Trust for Investment Grade FL its Shareholders the opportunity to own securities exempt from Florida
Municipals.................................................intangible personal property taxes
Van Kampen Merritt Trust for Investment Grade NJ
Municipals High level of current income exempt from Federal income taxes and New
..........................................................Jersey gross income taxes, consistent with preservation of capital
High level of current income exempt from Federal as well as from New
Van Kampen Merritt Trust for Investment Grade NY York State and New York City income taxes, consistent with
Municipals.................................................preservation of capital
High level of current income exempt from Federal and Pennsylvania
Van Kampen Merritt Trust for Investment Grade PA income taxes and, where possible under local law, local income and
Municipals.................................................property taxes, consistent with preservation of capital
High level of current income exempt from Federal income tax,
consistent with preservation of capital by investing in a diversified
Van Kampen Merritt Municipal Opportunity Trust..............portfolio of municipal securities
High level of current income exempt from Federal income tax,
consistent with preservation of capital by investing in a diversified
Van Kampen Merritt Advantage Municipal Income Trust.........portfolio of municipal securities
High level of current income exempt from Federal and Pennsylvania
Van Kampen Merritt Advantage Pennsylvania Municipal income taxes and, where possible under local law, local income and
Income Trust...............................................property taxes, consistent with preservation of capital
Provide common shareholders with a high level of current income exempt
Van Kampen Merritt Strategic Sector Municipal Trust.........from Federal income taxes, consistent with preservation of capital
High level of current income exempt from Federal income taxes,
Van Kampen Merritt Value Municipal Income Trust.............consistent with preservation of capital
Van Kampen Merritt California Value Municipal High level of current income exempt from Federal and California income
Income Trust...............................................taxes, consistent with preservation of capital
High level of current income exempt from Federal income taxes and
Van Kampen Merritt Massachusetts Value Municipal Massachusetts personal income taxes, consistent with preservation of
Income Trust..............................................capital
Van Kampen Merritt New Jersey Value Municipal High level of current income exempt from Federal income taxes and New
Income Trust...............................................Jersey gross income tax, consistent with preservation of capital
High level of current income exempt from Federal as well as New York
Van Kampen Merritt New York Value Municipal State and New York City income taxes, consistent with preservation of
Income Trust...............................................capital
Van Kampen Merritt Ohio Value Municipal Income High level of current income exempt from Federal and Ohio income
Trust......................................................taxes, consistent with preservation of capital
Van Kampen Merritt Pennsylvania Value Municipal High level of current income exempt from Federal and Pennsylvania
Income Trust..............................................income taxes, consistent with preservation of capital
High level of current income exempt from Federal income tax,
Van Kampen Merritt Municipal Opportunity Trust II...........consistent with preservation of capital
High level of current income exempt from Federal income tax,
consistent with preservation of capital. The Fund seeks to offer its
common shareholders the opportunity to own securities exempt from
Van Kampen Merritt Florida Municipal Opportunity Trust .....Florida intangible personal property taxes
Provide common shareholders with a high level of current income exempt
Van Kampen Merritt Advantage Municipal Income Trust II......from Federal income tax, consistent with preservation of capital
To provide common shareholders with a high level of current income
Van Kampen Merritt Select Sector Municipal Trust............exempt from Federal income tax, consistent with preservation of capital
</TABLE>
If the Sponsor shall fail to perform any of its duties under the Trust
Agreement or become incapable of acting or become bankrupt or its affairs are
taken over by public authorities, then the Trustee may (i) appoint a successor
Sponsor at rates of compensation deemed by the Trustee to be reasonable and
not exceeding amounts prescribed by the Securities and Exchange Commission,
(ii) terminate the Trust Agreement and liquidate the Trust as provided therein
or (iii) continue to act as Trustee without terminating the Trust Agreement.
Trustee. The Trustee is The Bank of New York, a trust company organized under
the laws of New York. The Bank of New York has its 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 Obligations for the portfolio of the Trust.
In accordance with the Trust Agreement, the Trustee shall keep proper books of
record and account of all transactions at its office for the Trust. Such
records shall include the name and address of, and the certificates issued by
the Trust to, every Unitholder of the Trust. Such books and records shall be
open to inspection by any Unitholder at all reasonable times during 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 Obligations held in the Trust.
Under the Trust Agreement, the Trustee or any successor trustee may resign and
be discharged of the Trust 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.
UNDERWRITING
The Underwriters named below have severally purchased Units in the following
respective amounts from the Sponsor.
<TABLE>
<CAPTION>
Name
Address Units
<S> <C> <C>
Van Kampen Merritt Inc. One Parkview Plaza, Oakbrook Terrace, Illinois 60181 8,105
A.G. Edwards & Sons, Inc. One North Jefferson Avenue, St. Louis, Missouri 63103 250
Edward D. Jones & Co. 201 Progress Parkway, Maryland Heights, Missouri 63043 250
Dean Witter Reynolds, Incorporated 2 World Trade Center, 59th Floor, New York, New York 10048 100
Fidelity Capital Markets
A Division of National Financial
Services Corporation 161 Devonshire Street D4, Boston, Massachusetts 02110 100
First Investors Corporation 95 Wall Street, 22nd Floor New York, New York 10005 100
Gruntal & Co., Incorporated 14 Wall Street, New York, New York 10005 100
Invest Financial Corp. 5404 Cypress Center Drive Suite 300, Tampa Florida 33609 100
B.C. Ziegler and Company 215 North Main Street, West Bend, Wisconsin 53095 100
9,205
</TABLE>
Units may also be sold to broker-dealers and others at prices representing the
per Unit concession or agency commission stated under "Public
Offering--Unit Distribution". However, resales of Units by such
broker-dealers and others to the public will be made at the Public Offering
Price described in the Prospectus. The Sponsor reserves the right to reject,
in whole or in part, any order for the purchase of Units and the right to
change the amount of the concession or agency commission from time to time.
In addition to any other benefits the Underwriters may realize from the sale
of the Units of the Trust, the Agreement Among Underwriters provides that the
Sponsor will share on a pro rata basis among those Underwriters who underwrite
at least 250 Units 50% of the aggregate gain, if any, represented by the
difference between the Sponsor's cost of the Securities in connection with
their acquisition and the evaluation thereof on the Date of Deposit less
deductions for certain accrued interest and certain other costs. See
"Public Offering--Sponsor and Underwriter Compensation" and
"Portfolio".
Underwriters and broker-dealers of the 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 Underwriters,
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 Underwriters, 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 Underwriters, brokers,
dealers, banks or others for certain services or activities which are
primarily intended to result in sales of Units of the Trust. Such payments are
made by the Sponsor out of its own assets, and not out of the assets of the
Trust. These programs will not change the price Unitholders pay for their
Units or the amount that the Trust will receive from the Units sold.
Approximately every eighteen months the Sponsor holds a business seminar which
is open to Underwriters that sell units of trusts it sponsors. The Sponsor
pays substantially all costs associated with the seminar, excluding
Underwriter travel costs. Each Underwriter is invited to send a certain number
of representatives based on the gross number of units such firm underwrites
during a designated time period.
OTHER MATTERS
Legal Opinions. The legality of the Units offered hereby has been passed upon
by Chapman and Cutler, 111 West Monroe Street, Chicago, Illinois 60603, as
counsel for the Sponsor. Tanner Propp & Farber, 99 Park Avenue, New York, New
York 10016 has acted as counsel for the Trustee and as special counsel for the
Trust for New York tax matters.
Independent Certified Public Accountants. The statement of condition and the
related portfolio at the Date of Deposit included in this Prospectus have been
audited by Grant Thornton, 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.
DESCRIPTION OF OBLIGATION RATINGS
Standard & Poor's Corporation. A brief description of the applicable Standard
& Poor's Corporation ("Standard & Poor's") rating symbols and their
meanings follows:
A Standard & Poor's corporate or municipal bond rating is a current assessment
of the creditworthiness of an obligor with respect to a specific debt
obligation. This assessment may take into consideration obligors such as
guarantors, insurers or lessees.
The bond rating is not a recommendation to purchase, sell or hold a security,
inasmuch as it does not comment as to market price or suitability for a
particular investor.
The ratings are based on current information furnished by the issuer and
obtained by Standard & Poor's from other sources it considers reliable.
Standard & Poor's does not perform an audit in connection with any rating and
may, on occasion, rely on unaudited financial information. The ratings may be
changed, suspended, or withdrawn as a result of changes in, or unavailability
of, such information, or for other circumstances.
The ratings are based, in varying degrees, on the following considerations:
I. Likelihood of default--capacity and willingness of the obligor as to the
timely payment of interest and repayment of principal in accordance with the
terms of the obligation;
II. Nature of and provisions of the obligation;
III. Protection afforded by, and relative position of, the obligation in the
event of bankruptcy, reorganization or other arrangements under the laws of
bankruptcy and other laws affecting creditors' rights.
AAA--Bonds rated AAA have the highest rating assigned by Standard & Poor's to
a debt obligation. Capacity to pay interest and repay principal is extremely
strong.
AA--Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from the highest rated issues only in small degree.
A--Bonds rated A have a strong capacity to pay interest and repay principal
although they are somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions than bonds in higher rated categories.
BBB--Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit adequate
protection parameters, adverse economic conditions or changing circumstances
are more likely to lead to a weakened capacity to pay interest and repay
principal for bonds in this category than for bonds in higher rated
categories.
Plus (+) or Minus (-): The ratings from "AA" to "BBB" may be
modified by the addition of a plus or minus sign to show relative standing
within the major rating categories.
Provisional Ratings: The symbol "(p)"indicates that the rating is
provisional. A provisional rating assumes the successful completion of the
project being financed by the bonds being rated and indicates that payment of
debt service requirements is largely or entirely dependent upon the successful
and timely completion of the project. This rating, however, while addressing
credit quality subsequent to completion of the project, makes no comment on
the likelihood of, or the risk of default upon failure of, such completion.
The investor should exercise his own judgment with respect to such likelihood
and risk.
Moody's Investors Service, Inc. A brief description of the applicable Moody's
Investors Service, Inc. rating symbols and their meanings follow:
Aaa--Bonds which are rated Aaa are judged to be the best quality. They carry
the smallest degree of investment risk and are generally referred to as
"gilt edge". Interest payments are protected by a large, or by an
exceptionally stable, margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such issues.
With the occasional exception of oversupply in a few specific instances, the
safety of obligations of this class is so absolute that their market value is
affected solely by money market fluctuations.
Aa--Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known
as high grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuations of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in Aaa
securities. These Aa bonds are high grade, their market value virtually immune
to all but money market influences, with the occasional exception of
oversupply in a few specific instances.
A--Bonds which are rated A possess many favorable investment attributes and
are to be considered as higher medium grade obligations. Factors giving
security to principal and interest are considered adequate, but elements may
be present which suggest a susceptibility to impairment sometime in the
future. The market value of A-rated bonds may be influenced to some degree by
credit circumstances during a sustained period of depressed business
conditions. During periods of normalcy, bonds of this quality frequently move
in parallel with Aaa and Aa obligations, with the occasional exception of
oversupply in a few specific instances.
Baa--Bonds which are rated Baa are considered as lower medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding
investment characteristics and in fact have speculative characteristics as
well. The market value of Baa-rated bonds is more sensitive to changes in
economic circumstances, and aside from occasional speculative factors applying
to some bonds of this class, Baa market valuations move in parallel with Aaa,
Aa and A obligations during periods of economic normalcy, except in instances
of oversupply.
Moody's bond rating symbols may contain numerical modifiers of a generic
rating classification. The modifier 1 indicates that the bond ranks at the
high end of its category; the modifier 2 indicates a mid-range ranking; and
the modifier 3 indicates that the issue ranks in the lower end of its generic
rating category.
Con--Bonds for which the security depends upon the completion of some act or
the fulfillment of some condition are rated conditionally. These are bonds
secured by (a) earnings of projects under construction, (b) earnings of
projects unseasoned in operating experience, (c) rentals which begin when
facilities are completed, or (d) payments to which some other limiting
condition attaches. Parenthetical rating denotes probable credit stature upon
completion of construction or elimination of basis of condition.
* As published by the rating companies.
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors of Van Kampen Merritt Inc. and the Unitholders of
Van Kampen Merritt Insured Income Trust, Series 40:
We have audited the accompanying statement of condition and the related
portfolio of Van Kampen Merritt Insured Income Trust, Series 40 as of November
10, 1994. The statement of condition and portfolio are the responsibility of
the Sponsor. Our responsibility is to express an opinion on such financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards 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 an irrevocable letter 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 Merritt Insured
Income Trust, Series 40 as of November 10, 1994, in conformity with generally
accepted accounting principles.
Chicago, Illinois
November 10, 1994 GRANT THORNTON
<TABLE>
VAN KAMPEN MERRITT INSURED INCOME TRUST
SERIES 40
Statement of Condition
As of
November 10, 1994
<CAPTION>
INVESTMENT IN SECURITIES
<S> <C>
Contracts to purchase securities <F1><F2><F4>............ $ 8,630,210
Accrued interest to the First Settlement Date <F1><F4>... $ 150,529
Total.................................................... $ 8,780,739
LIABILITY AND INTEREST OF UNITHOLDERS
Liability--..............................................
Accrued interest payable to Sponsor <F1><F4>............. $ 20,379
Interest of Unitholders-- ...............................
Units of fractional undivided interest outstanding:......
Cost to investors <F3> .................................. $ 9,205,000
Less: Gross underwriting commission <F3> ................ $ 444,640
Net interest to Unitholders <F3><F4>..................... $ 8,760,360
Total.................................................... $ 8,780,739
<FN>
<F1>The aggregate value of the Obligations listed under "Portfolio" and
their cost to the Trust are the same. The value of the Obligations is
determined by Interactive Data Services, Inc. on the bases set forth under
"Public Offering--Offering Price". The contracts to purchase
Obligations are collateralized by an irrevocable letter of credit of
$8,777,129 which has been deposited with the Trustee. Of this amount
$8,630,210 relates to the offering price on $9,050,000 principal amount of
Obligations to be purchased, and $146,919 relates to accrued interest on such
Obligations to the expected dates of delivery.
<F2> Insurance coverage providing for the timely payment, when due (as more fully
set forth under "Insurance on the Obligations"), of all principal and
interest on the Obligations in the portfolio of the Trust has been obtained by
the Trust except for Obligations in the Trust for which insurance has been
obtained by the issuer of the Obligation. Such insurance does not guarantee
the market value of the Obligations or the value of the Units. The insurance
obtained by the Trust is effective only while the Obligations are held in such
Trust, however, insurance obtained by an Obligation issuer is effective so
long as such Obligation is outstanding. Neither the bid nor offering prices of
the underlying Obligations or of the Units, absent situations in which the
Obligations are in default in payment of principal or interest or in
significant risk of such default, include value, if any, attributable to the
insurance obtained by the Trust.
<F3>The aggregate public offering price (exclusive of interest) and the aggregate
sales charge are computed on the bases set forth under "Public
Offering--Offering Price" and "Public Offering--Sponsor and
Underwriter Compensation" and assume all single transactions involve less
than 100 Units. For single transactions involving 100 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.
<F4>Accrued interest on the underlying Obligations represents the interest accrued
as of the First Settlement Date from the later of the last payment date on the
Obligations or the date of issuance thereof. The Trustee may advance to the
Trust a portion of the accrued interest on the underlying Securities for
distribution to the Sponsor as the Unitholder of record as of the First
Settlement Date. A portion of the accrued interest ("Purchased
Interest") on the underlying Obligations, as indicated under "Summary
of Essential Financial Information", is payable by investors and is
included in the Public Offering Price. Purchased Interest is the difference
between Accrued interest to the First Settlement Date and Accrued interest
payable to Sponsor.
</TABLE>
<TABLE>
VAN KAMPEN MERRITT INSURED INCOME TRUST
SERIES 40
PORTFOLIO as of November 10, 1994
<CAPTION>
Name of Issuer, Title, Interest Rate
and Maturity Date of either Offering
Aggregate Obligations Deposited or Obligations As Redemption Price to
Principal<F1> Contracted for<F1><F5> Rating<F2> Insured<F7> Features<F3> Trust<F4>
<S> <C> <C> <C> <C> <C>
$ 1,000,000 Kansas Gas and Electric Company
(Western Resources) 2002 @ 104.15
8.29% Due 3/29/2016 ...................... BBB+ AAA 2011 @ 100 S.F. $ 925,000
/ 50,000 U.S Treasury Strip
#0.00% Due 2/15/2019 ..................... N/R AAA 6,800 <F6>
1,000,000 Hydro-Quebec Power Company (FSA
Insured)
#9.40% Due 2/1/2021 ...................... AAA AAA 1,052,160
1,000,000 Jersey Central Power and Light Company,
Medium Term Notes, Series B
9.20% Due 7/1/2021 ....................... BBB+ AAA 2001 @ 104.6 995,000
/ 1,000,000 New York State Electric and Gas
Corporation
8.875% Due 11/1/2021 ..................... BBB+ AAA 2001 @ 103.79 968,750
1,000,000 Columbus Southern Power Company, First
Mortgage Bonds, Medium Term Notes
8.70% Due 7/1/2022 ....................... BBB+ AAA 2002 @ 104.35 960,000
1,000,000 Philadelphia Electric Company
#8.25% Due 9/1/2022 ...................... BBB+ AAA 1997 @ 105.2 913,750
/ 1,000,000 Pacific Gas and Electric Company
#8.25% Due 11/1/2022 ..................... A AAA 2002 @ 103.14 923,750
/ 1,000,000 Texas Utilities Electric Company
#8.75% Due 11/1/2023 ..................... BBB AAA 2002 @ 104.01 955,000
/ 1,000,000 Duquesne Light Company
#8.375% Due 5/15/2024..................... BBB+ AAA 1997 @ 105.4 930,000
$ 9,050,000 $ 8,630,210
</TABLE>
All of the Obligations in the portfolio are insured either by one of the
Preinsured Obligation Insurers (as indicated in the obligation name) or under
a portfolio insurance policy obtained by the Trust from AMBAC Indemnity or
CapMAC. Obligations that are insured under a portfolio insurance policy
obtained by the Trust from CapMAC are marked by a "/". See "
Insurance on the Obligations". For an explanation of the footnotes used on
this page, see "Notes to Portfolio".
NOTES TO PORTFOLIO: As of the Date of Deposit: November 10, 1994
(1) All Obligations are represented by "regular way"or "when
issued"contracts for the performance of which an irrevocable letter of
credit, obtained from an affiliate of the Trustee, has been deposited with the
Trustee. At the Date of Deposit, Obligations may have been delivered to the
Sponsor pursuant to certain of these contracts; the Sponsor has assigned to
the Trustee all of its right, title and interest in and to such Obligations.
Contracts to acquire Obligations were entered into during the period from
November 8,1994 to November 9,1994. These Obligations have expected settlement
dates from November 10,1994 to November 17,1994 (see "Trust Portfolio").
(2)All ratings are by Standard & Poor's Corporation unless otherwise indicated.
"*"indicates that the rating of the Obligation is by Moody's
Investors Service, Inc. The ratings represent the latest published ratings by
the respective ratings agency. "Y"indicates that such rating is
contingent upon physical receipt by the respective ratings agency of a policy
of insurance obtained by the issuer of the bonds involved and issued by the
Preinsured Bond Insurer named in the bond's title. A commitment for insurance
in connection with these bonds has been issued by the Preinsured Bond Insurer
named in the bond's title. "N/R"indicates that the applicable rating
service did not provide a rating for that particular Obligation. For a brief
description of the rating symbols and their related meaning, see "
Description of Obligation Ratings".
(3)There is shown under this heading the year in which each issue of the
Obligations is initially or currently callable and the call price for that
year. Each issue of the Obligations continues to be callable at declining
prices thereafter (but not below par value) except for original issue discount
bonds which are redeemable at prices based on the issue price plus the amount
of original issue discount accreted to redemption date plus, if applicable,
some premium, the amount of which will decline in subsequent years. "
S.F."indicates a sinking fund is established with respect to an issue of
the Obligations. Redemption pursuant to call provisions generally will, and
redemption pursuant to sinking fund provisions may, occur at times when the
redeemed bonds have an offering side valuation which represents a premium over
par. Certain Obligations may be subject to redemption without premium prior to
the date shown pursuant to extraordinary optional or mandatory redemptions if
certain events occur. Notwithstanding any provisions to the contrary, certain
bond issuers have in the past and others may in the future, attempt to redeem
bonds prior to their initially scheduled call dates and at prices which do not
include any premiums. For a general discussion of certain of these events, see
"Trust Portfolio--Redemptions of Obligations". To the extent that the
Obligations were deposited in the Trust at a price higher than the price at
which they are redeemed, this will represent a loss of capital when compared
with the original Public Offering Price of the Units. Conversely, to the
extent that the Obligations were acquired at a price lower than the redemption
price, this will represent an increase in capital when compared with the
original Public Offering Price of the Units. Distributions will generally be
reduced by the amount of the income which would otherwise have been paid with
respect to redeemed Obligations and there will be distributed to Unitholders
the principal amount and any premium received on such redemption. The
Estimated Current Return and Estimated Long-Term Return in this event may be
affected by such redemptions. For the Federal tax effect on Unitholders of
such redemptions and resultant distributions, see "Tax Status" and
"Estimated Current Return and Estimated Long-Term Return".
(4) Evaluation of Obligations is made on the basis of current offering prices
for the Obligations. The offering prices are greater than the current bid
prices of the Obligations which is the basis on which Unit value is
determined for purposes of redemption of Units (see "Public Offering--
Offering Price").
(5) Other information regarding the Obligations in the Trust, as of the Date of
Deposit, is as follows:
<TABLE>
<CAPTION>
Annual Bid Side
Annual Interest Evaluation
Insurance Cost to Profit (Loss) Income to of
Cost Sponsor to Sponsor Trust Obligations
<S> <C> <C> <C> <C>
$16,250 $8,598,676 $31,534 $780,900 $8,585,160
</TABLE>
The Sponsor may have entered into contracts which hedge interest rate
fluctuations on certain Obligations in the portfolio. The cost of any such
contracts and the corresponding gain or loss is included in the Cost to
Sponsor.
On the Date of Deposit, the offering side evaluation of the Obligations in the
Trust was higher than the bid side evaluation of such Obligations by 0.50% of
the aggregate principal amount of such Obligations. All contracts are expected
to be settled by the First Settlement Date for the purchase of Units.
"#" indicates that such Obligation was issued at an original issue
discount. The tax effect of Obligations issued at an original issue discount
is described in "Tax Status".
(6) This Obligation has been purchased at a deep discount from the par value
because there is little or no stated interest income thereon. Obligations
which pay no interest are normally described as "zero coupon" bonds.
Over the life of bonds purchased at a deep discount the value of such bonds
will increase such that upon maturity the holders of such bonds will receive
100% of the principal amount thereof. Approximately 1% of the aggregate
principal amount of the Obligations in the Trust are "zero coupon"
bonds.
(7) Standard & Poor's Corporation has assigned its "AAA" investment rating
to all of the Obligations while in the Trust, as insured by the Insurers.
ESTIMATED CASH FLOWS TO UNITHOLDERS
The table below sets forth the per Unit estimated distributions of interest,
principal and rebates of Purchased Interest to Unitholders. The table assumes
no changes in Trust expenses, no changes in the current interest rates, no
exchanges, redemptions, sales, prepayments or partial prepayments of the
underlying Obligations prior to maturity or expected retirement date and the
receipt of principal upon maturity or expected retirement date. To the extent
the foregoing assumptions change actual distributions will vary.
<TABLE>
Series 40
Monthly
<CAPTION>
Estimated
Estimated Estimated Purchased Estimated
Distribution Dates Interest Principal Interest Total
(Each Month) Distribution Distribution Rebate Distribution
<S> <C> <C> <C> <C> <C> <C> <C>
December 1994 $ 2.93 $ 2.93
January 1995 - March 2016 6.77 6.77
April 2016 6.72 $ 108.63 $ 1.50 116.85
May 2016 - January 2021 6.04 6.04
February 2021 6.04 114.07 1.70 121.81
March 2021 - June 2021 5.20 5.20
July 2021 5.20 108.64 1.67 115.51
August 2021 - October 2021 4.40 4.40
November 2021 4.40 108.63 1.61 114.64
December 2021 - June 2022 3.62 3.62
July 2022 3.62 108.64 1.57 113.83
August 2022 2.86 2.86
September 2022 2.86 108.64 1.49 112.99
October 2022 2.15 2.15
November 2022 2.15 108.63 1.50 112.28
December 2022 - October 2023 1.43 1.43
November 2023 1.43 108.64 1.58 111.65
December 2023 - May 2024 .68 .68
June 2024 .29 108.64 1.52 110.45
</TABLE>
No person is authorized to give any information or to make any representations
not contained in this Prospectus; and any information or representation not
contained herein must not be relied upon as having been authorized by the
Trust, the Sponsor or the Underwriters. This Prospectus does not constitute an
offer to sell, or a solicitation of an offer to buy, securities in any state
to any person to whom it is not lawful to make such offer in such state.
<TABLE>
<CAPTION>
Title Page
<S> <C>
Summary Of Essential Financial Information 3
The Trust 5
Investment Objectives and Portfolio Selection 5
Trust Portfolio 6
Estimated Current Return and Estimated
Long-Term Return 10
Trust Operating Expenses 10
Insurance on the Obligations 11
Tax Status 16
Purchased and Accrued Interest 19
Public Offering 19
Rights of Unitholders 23
Trust Administration 26
Underwriting 32
Other Matters 33
Description of Obligation Ratings 33
Report of Independent Certified Public
Accountants 35
Statement of Condition 36
Portfolio 37
Notes to Portfolio 38
Estimated Cash Flows to Unitholders 39
</TABLE>
This Prospectus contains information concerning the Trust and the Sponsor, but
does not contain all of the information set forth in the registration
statements and exhibits relating thereto, which the Trust has filed with the
Securities and Exchange Commission, Washington, D.C., under the Securities Act
of 1933 and the Investment Company Act of 1940, and to which reference is
hereby made.
(R)denotes a registered trademark of Van Kampen Merritt Inc.
November 10, 1994
Series 40
Van Kampen Merritt
Insured Income Trust
Van Kampen Merritt
Investing with a sense of Direction (R)
One Parkview Plaza
Oakbrook Terrace, IL 60181
Mellon Bank Center
1735 Market Street, Suite 1300
Philadelphia, Pennsylvania 19103
Please retain this Prospectus for future reference.
Contents of Registration Statement
This Amendment of Registration Statement comprises the following
papers and documents:
The facing sheet
The Cross-Reference Sheet
The Prospectus
The signatures
The consents of independent public accountants,
ratings services and legal counsel
The following exhibits:
1.1 Copy of Trust Agreement.
1.4 Copy of Unit Investment Trust Portfolio Insurance Policy issued by
AMBAC Indemnity Corporation.
1.4(a) Copy of Unit Investment Trust Portfolio Insurance Policy issued by
Capital Markets Assurance Corporation.
1.5 Copy of Master Agreement Among Underwriters.
3.1 Opinion and consent of counsel as to legality of securities being
registered.
3.2 Opinion of counsel as to Federal tax status of securities being
registered.
3.3 Opinion and consent of counsel as to New York tax status of
securities being registered.
4.1 Consent of Interactive Data Services, Inc.
4.2 Consent of Standard & Poor's Corporation.
4.3 Consent of Grant Thornton.
4.4 Financial Data Schedule.
Signatures
The Registrant, Van Kampen Merritt Insured Income Trust, Series 40
hereby identifies Van Kampen Merritt Insured Income Trust, Series 1 and
Insured Municipals Income Trust and Investors' Quality Tax-Exempt Trust,
Multi-Series 189 for purposes of the representations required by Rule 487
and represents the following: (1) that the portfolio securities
deposited in the series as to the securities of which this Registration
Statement is being filed do not differ materially in type or quality from
those deposited in such previous series; (2) that, except to the extent
necessary to identify the specific portfolio securities deposited in, and
to provide essential financial information for, the series with respect
to the securities of which this Registration Statement is being filed,
this Registration Statement does not contain disclosures that differ in
any material respect from those contained in the registration statements
for such previous series as to which the effective date was determined by
the Commission or the staff; and (3) that it has complied with Rule 460
under the Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Van Kampen Merritt Insured Income Trust, Series 40 duly
caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Chicago and State of Illinois on the 10th day of November, 1994.
Van Kampen Merritt Insured Income Trust,
Series 40
By Van Kampen Merritt Inc.
By Sandra A. Waterworth
Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by the
following persons in the capacities and on November 10, 1994.
Signature Title
John C. Merritt Chairman, Chief Executive )
Officer and Director )
William R. Rybak Senior Vice President and )
Chief Financial Officer )
Ronald A. Nyberg Director )
William R. Molinari Director )
Sandra A. Waterworth
(Attorney-in-fact*)
*An executed copy of each of the related powers of attorney was filed
with the Securities and Exchange Commission in connection with the
Registration Statement on Form S-6 of Insured Municipals Income Trust,
and Investors' Quality Tax-Exempt Trust, Multi-Series 203 (File No. 33-
65744) and the same are hereby incorporated herein by this reference.
Exhibit 1.1
Van Kampen Merritt Insured Income Trust
Series 40
Trust Agreement
Dated: November 10, 1994
This Trust Agreement between Van Kampen Merritt Inc., as Depositor,
American Portfolio Evaluation Services, a division of Van Kampen Merritt
Investment Advisory Corp., as Evaluator, and The Bank of New York, as
Trustee, sets forth certain provisions in full and incorporates other
provisions by reference to the document entitled "Standard Terms and
Conditions of Trust for Van Kampen Merritt Insured Income Trust, Series 1
and Subsequent Series, Effective: April 3, 1990" (herein called the
"Standard Terms and Conditions of Trust") and such provisions as are set
forth in full and such provisions as are incorporated by reference
constitute a single instrument. All references herein to Articles and
Sections are to Articles and Sections of the Standard Terms and
Conditions of Trust.
Witnesseth That:
In consideration of the premises and of the mutual agreements herein
contained, the Depositor and the Trustee and the Evaluator agree as
follows:
Part I
Standard Terms and Conditions of Trust
Subject to the Provisions of Part ii hereof, all the provisions
contained in the Standard Terms and Conditions of Trust are herein
incorporated by reference in their entirety and shall be deemed to be a
part of this instrument as fully and to the same extent as though said
provisions had been set forth in full in this instrument.
Part II
Special Terms and Conditions of Trust
The following special terms and conditions are hereby agreed to:
(a) The Bonds defined in Section 1.01(4), listed in Schedule A
hereto, have been deposited in trust under this Trust Agreement.
(b) The fractional undivided interest in and ownership of the
Trust Fund represented by each Unit is the amount set forth under
"Summary of Essential Financial Information-Fractional Undivided
Interest in the Fund per Unit" in the Prospectus.
(c) The First General Record Date and the amount of the second
distribution of funds from the Interest Account shall be the record
date for the Interest Account and the amount set forth under
"Distributions" on page 2 of the Prospectus.
(d) The First Settlement Date shall be the date set forth
under "Summary of Essential Financial Information-First Settlement
Date" in the Prospectus.
(e) The Evaluation time has been changed from 3:00 P.M.
Eastern time to 4:00 P.M. Eastern time.
(f) Sections 8.02(d) and 8.02(e) of the Standard Terms and
Conditions of Trust are hereby stricken and replaced by the
following:
(d) distribution to each Certificateholder of such Trust
such holder's pro rata share of the balance of the Interest
Account of such Trust;
(e) distribute to each Certificateholder of such Trust
such holder's pro rata share of the balance of the Principal
Account of such Trust; and
(g) Section 1.01(11) of the Standard Terms and Conditions of
Trust are hereby stricken and replaced by the following:
(11) "Insurer" shall mean AMBAC Indemnity Corporation,
and/or Capital Markets Assurance Corporation, their respective
successors and assigns, each having its principal office in New
York, New York, one or both of which have issued the contract
or policy of insurance obtained by the Trust Fund protecting
the Trust Fund and the Certificateholders thereof against
nonpayment when due of the principal of and interest on certain
of the Bonds (except for Pre-Insured Bonds) held by the Trustee
as part of the Fund.
In Witness Whereof, Van Kampen Merritt Inc. has caused this Trust
Agreement to be executed by one of its Vice Presidents or Assistant Vice
Presidents and its corporate seal to be hereto affixed and attested by
its Secretary or one of its Vice Presidents or Assistant Secretaries,
American Portfolio Evaluation Services, a division of Van Kampen Merritt
Investment Advisory Corp., has caused this Trust Indenture and Agreement
to be executed by its President or one of its Vice Presidents and its
corporate seal to be hereto affixed and attested to by its Secretary, its
Assistant Secretary or one of its Assistant Vice Presidents and The Bank
of New York, has caused this Trust Agreement to be executed by one of its
Vice Presidents and its corporate seal to be hereto affixed and attested
to by one of its Assistant Treasurers; all as of the day, month and year
first above written.
Van Kampen Merritt Inc.
By Sandra A. Waterworth
Vice President
(Seal)
Attest:
By Gina M. Scumaci
Assistant Secretary
American Portfolio Evaluation
Services, a division of Van Kampen
Merritt Investment Advisory Corp.
By Dennis J. McDonnell
President
(Seal)
Attest:
By Scott E. Martin
Secretary
The Bank of New York
By Jeffrey Bieselin
Vice President
(Seal)
Attest:
By Norbert Loney
Assistant Treasurer
Schedule A to Trust Agreement
Securities Initially Deposited
in
Van Kampen Merritt Insured Income Trust, Series 40
(Note: Incorporated herein and made a part hereof is the "Portfolio" as
set forth in the Prospectus.)
Exhibit 1.4
--
AMBAC AMBAC Indemnity Corporation
c/o CT Corporation Systems
Municipal Bond Investment 44 East Mifflin Street
Trust Insurance Policy Madison, Wisconsin 53703
Administrative Office:
One State Street Plaza
New York, New York 10004
AMBAC Indemnity Corporation (AMBAC) A Wisconsin Stock Insurance Company
Agrees to Guarantee
Van Kampen Merritt Insured Income Trust, Series 40
to Van Kampen Merritt, Inc.
("Investment Trust") the insured, the payment of that portion of the
principal of and interest on each of the Bonds which shall be due during
the Policy Period but is unpaid by reason of Nonpayment by the Issuer, in
consideration of the insurance premium paid and subject to the terms and
conditions contained herein or added hereto.
Policy No. FE013642 Policy Date: November 10, 1994
Trustee: The Bank of New York
101 Barclay Street, 17flW
New York, New York 10286
In Witness Whereof, the Insurer has caused this Policy to be affixed
with a facsimile of its corporate seal and to be signed by its duly
authorized officers in facsimile to become effective as its original seal
and signatures and binding upon the Insurer by virtue of the
countersignature of its duly authorized representative.
P. Lassiter
President@AMBAC Indemnity Corporation
Stephen D. Cooke
Secretary
/w/ Nancy Davila
Authorized Representative@
1. Definitions
(a) "Policy" is this policy of insurance and all applications and
schedules for Municipal Bond Investment Trust Insurance relating hereto,
all of which are hereby incorporated by reference herein.
(b) "Bonds" are the specific securities covered by this Policy and
are identified and described in the Schedule attached hereto and hereby
made a part hereof.
(c) "Issuer" is each respective issuer, identified in the Schedule,
of the Bonds.
(d) "Investment Trust" is the entity represented to have an
insurable interest in the Bonds insured under this Policy, identified on
the face of this Policy.
(e) "Trustee" is the Trustee of the Investment Trust, or any
successor Trustee thereto or Co-Trustee therewith.
(f) "Sponsor" is the firm or entity responsible for creating the
Investment Trust and thereafter performing the services to it required of
its sponsor, or any successor Sponsor thereof or Co-Sponsor therewith.
(g) "Insured Instrument" is any instrument evidencing all or any
part of the principal or of interest on a Bond which is Due for Payment.
(h) "Policy Period" is the period during which this Policy of
insurance is effective. The Policy Period commences at 12:01 A.M.
(i) "Premium Installment Period" is the period for which
installments of the annual insurance premium are payable monthly,
quarterly or semiannually, as determined initially for the Investment
Trust.
(j) "Nonpayment" is the failure of an Issuer to provide sufficient
funds to the payment agent for payment in full of all principal and
interest on a Bond which is Due for Payment.
(k) "Due for Payment," when referring to principal of a Bond (or
Insured Instrument evidencing such principal), is when the stated
maturity date has been reached, and does not refer to any earlier date on
which payment is due by reason of call for redemption, acceleration or
other advancement of maturity; and when referring to interest on a Bond
(or Insured Instrument evidencing such interest), is when the stated date
for payment has been reached.
(l) "Bond Proceedings" are the legal proceedings by which each of
the Bonds has been authorized, issued or secured, including the governing
statutes, the pertinent resolutions and ordinances of the Issuer, and any
trust indenture, mortgage, lease agreement or other contract relating to
the Bond or its security.
2. Noncancellability and Termination-Refunds of Premium
This Policy cannot be cancelled by AMBAC. The insurance provided by
this Policy shall remain in force throughout the Policy period. This
Policy provides for payment to the Trustee as a result of Nonpayment of
the Bonds. In the event the Trustee sells any of the Bonds, then this
Policy shall be terminated as to any such Bond on the date of said sale,
and AMBAC shall not have any liability under t his Policy on account of
Nonpayment of any such Bond occurring thereafter. This Policy shall be
terminated as to any Bond which AMBAC has been notified by the Sponsor or
by the Trustee has been redeemed from or sold by the Investment Trust, or
was not deposited by the Sponsor, or the contract to purchase which has
failed, on the date such notice is received by AMBAC, and AMBAC shall not
have any liability under this Policy on account of Nonpayment of any such
Bond occurring thereafter. When AMBAC is notified by the Trustee or the
Sponsor that any of the Bonds have been redeemed or sold from the
Investment Trust, or were not deposited into it, or a contract to
purchase any such Bonds has failed, a refund of any prepaid premium
thereof shall be made to the Investment Trust or the Sponsor, as the case
may be. Such notification to AMBAC must specify the amount of Bonds
affected, identify each by its Item Number in an Application identified
by its date and designate the date of such disposal or failure.
3. Payment by Insurer-Amount, When and How Payable
(a) Amount-Payment by AMBAC of the aggregate of the face amount of
all Insured Instruments of the Investment Trust as to which there has
been a Nonpayment, reduced by the aggregate of: (i) the amount which the
Issuer shall have provided for payment of Insured Instruments by the time
of Nonpayment; and (ii) the amount which has been received from any other
source to pay Insured Instruments; such payment shall fully discharge
AMBAC from any further liability on account of the Nonpayment.
(b) When Payable-The payment due the Investment Trust shall be made
not later than thirty days after notice from the Trustee is received by
AMBAC that Nonpayment has occurred, but not earlier than the date on
which the Insured Instruments are Due for Payment.
(c) How Payable-The payment due the Investment Trust shall be paid
by AMBAC in exchange for delivery of Insured Instruments, not less in
face amount than the amount of the payment, in bearer form, free and
clear of all liens and encumbrances and uncancelled. In cases where an
Insured Instrument is issuable only in a form whereby principal is
payable to registered holders or their assigns, AMBAC shall pay principal
only upon presentation and surrender of the unpaid Insured Instrument,
uncancelled and free of any adverse claim, together with an instrument of
assignment, in satisfactory form, so as to permit ownership of such
Insured Instrument to be registered in the name of AMBAC or its nominee.
In cases where an Insured Instrument is issuable only in a form whereby
interest is payable to registered holders or their assigns, AMBAC shall
pay interest only upon presentation of proof that the claimant is the
person entitled to the pa shall pay interest only upon presentation of
proof that the claimant is the person entitled to the payment of interest
on the Insured Instrument and delivery of an instrument of assignment, in
satisfactory form, transferring to AMBAC all rights under such Insured
Instrument to receive the interest in respect of which the insurance
payment was made.
4. Rights of AMBAC
(a) Subrogation-When AMBAC has made payment with respect to an
Insured Instrument, it shall be subrogated to all of the rights to
payment of the Investment Trust thereon or in relation thereto to the
extent of such payment.
(b) Vesting of Rights and Powers-When AMBAC has made the payment
due to the Investment Trust as described in Condition 3, and until the
full amount of such payment has been recovered, AMBAC shall be vested
with all of the Investment Trust's options, votes, rights, powers and the
like under the Bond Proceedings. AMBAC shall not be liable to the
Investment Trust for any loss or damage resulting from the exercise of or
failure to exercise any of such options, votes, rights, powers and the
like.
(c) Exercise of Rights and Powers-AMBAC may, in its absolute
discretion, exercise or fail to exercise any option, vote, right, power
or the like it may have as holder or registered owner of an Insured
Instrument with respect to which it has made payment. AMBAC shall not be
liable to the Investment Trust for any loss or damage resulting therefrom
(d) Securing of Rights-The Trustee shall execute and deliver
instruments and do whatever else is necessary to secure the foregoing
rights for AMBAC, and will do nothing to prejudice them.
5. Payment of Insurance Premium Installments
The Trustee shall pay, when due, successively, the full amount of
each installment of the insurance premium. Each installment of the
insurance premium is due on or before the last day of the expiring
Premium Installment Period.
If AMBAC has not received such payment on or before such last day,
it shall give notice to the Sponsor to that effect. Such installment
shall be deemed to have been paid when due if AMBAC receives such payment
within ten days after it has given such notice.
The Trustee shall, with each payment, notify AMBAC of all Bonds
which, during the expiring Premium Installment period, were redeemed from
or sold by the Investment Trust, or the contract to purchase which
failed, or which have not been deposited by the Sponsor. Such
notification to AMBAC must specify the amounts of Bonds affected and
identify each by its Item Number in an Application identified by date.
No such notice need be given as to Bonds with respect to which AMBAC has
previously been notified to the same effect.
6. Where Notice is Given
All submissions, designations, payments, notices, reports and other
data or documents required to be submitted shall be mailed to AMBAC at
its administrative office, or to the Investment Trust at its address
shown on the face of this Policy or such other address as it shall
designate.
7. Waiver of Conditions
No permission affecting this insurance shall exist, or waiver of any
condition be valid, unless expressed in writing added hereto. Each of
the conditions of this Policy is hereby made severable, and waiver of one
condition is not a waiver of any other condition.
8. Suit
No suit or action on this Policy for the recovery of any amount
shall be sustained in any court of law or equity unless all of the
conditions of this Policy shall have been complied with (unless
specifically waived by AMBAC in writing) and unless commended within two
years after a Nonpayment.
9. Conflict of Laws
Any provision of this Policy which is on conflict with the laws of
the jurisdiction in which it is effective is hereby amended to conform
with the minimum requirements of such laws.
AMBAC AMBAC Indemnity Corporation
c/o CT Corporation Systems
Schedule of Bonds (a part of the 44 East Mifflin Street
Application and Policy) Madison, Wisconsin 53703
Administrative Office:
One State Street Plaza
New York, New York 10004
Van Kampen Merritt Insured Income Trust, Series 40
Date of Application: November 10, 1994
<TABLE>
<CAPTION>
Item Par Full Name Purpose of Intere Date Maturi Annual Initial
No. Value of Issuer Bonds st of ty Premium Annual
Rate Bonds Date Rate Premium
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. $1,000M Jersey Central Power & Medium Term Notes, 9.200% 08/14/91 07/01/21 .1800% $1,800.00
Light Company (SMIP Series 8
Option Premium Rate:
.80%)
2. $1,000M Columbus Southern Power First Mortgage 8.700% 07/08/92 07/01/22 .2100% $2,100.00
Company (SMIP Option Bonds, Medium Term
Premium Rate: .90%) Notes
3. $1,000M Kansas Gas and Electric 8.290% 09/29/92 03/29/16 .1600% $1,600.00
Company (Western
Resources) (SMIP Option
Premium Rate: .70%)
4. $1,000M Philadelphia Electric 8.250% 09/01/92 09/01/22 .2100% $2,100.00
Company (SMIP Option
Premium Rate: .90%)
</TABLE>
* Premium attributable to the original insured amount of each Item of Bonds
Exhibit 1.4(a)
Unit Investment Trust Insurance Policy
for Van Kampen Merritt
Insured Income Trust
Series 40
Capital Markets Assurance Corporation
885 Third Avenue
New York, New York 10022
Policy No. SB6424
Capital Markets Assurance
Corporation (the "Insurer"), in consideration of
the payment of the premium and subject to the terms of this policy and the
letter agreement dated November 10, 1994 among the Insurer, the Depositor
and the
Trustee, each as hereinafter defined, hereby unconditionally and irrevocably
guarantees to the Trust, as hereinafter defined, the full and complete payment
required to be made by or on behalf of the issuer(s) of the Obligations, as
hereinafter defined, to the applicable paying agent(s) for the underlying
obligations or its/their successor(s)
(the "Paying Agent") of an amount equal to
(i) the principal of (either at the stated maturity or by any advancement of
maturity pursuant to a mandatory sinking fund payment) and interest on the
obligations described in Exhibit A attached hereto (referred to herein as the
"Obligations"), as such payments shall become due but shall not be so paid in
accordance with the original terms of the Obligations when issued and without
regard to any amendment or modification
which affects in any manner the amount,
terms or conditions of payment of such Obligations thereafter, unless the
Insurer has previously consented in writing to any such amendment or
modification, except that in the event of any acceleration of the due date of
such principal by reason of mandatory or optional redemption or acceleration
resulting from a default (an "Acceleration Default"), a failure to make any
required principal and/or interest
payment as and when due (after giving effect
to any applicable grace or cure period)(a "Payment Default") or an event of
bankruptcy, receivership, insolvency or
similar action (a "Bankruptcy Default"),
other than any advancement of maturity pursuant to a mandatory sinking fund
payment, the payments guaranteed hereby
may be made by the Insurer at its option
upon the earlier to occur of an Acceleration Default, a Payment Default or a
Bankruptcy Default within thirty (30) days of notice of such Acceleration
Default, Payment Default or Bankruptcy Default (x) in such amounts and at such
times as such payments would have been due had there not been any such
acceleration or (y) on such accelerated basis by payment (an "Accelerated
Payment") of an amount equal to the par value of such Obligation plus accrued
interest to the date of any such Accelerated Payment, and (ii) the payment of
any Insured Amount subsequently avoided in whole or in part as a preference
payment under applicable law. The
amounts referred to in the preceding sentence,
including the Accelerated Payment, shall be referred to herein collectively as
the "Insured Amounts."
Upon receipt of telegraphic or telecopied notice, such notice promptly
confirmed in writing by registered or certified mail, in the form of Exhibit B
hereto duly completed (such form to be sent and notice to be given for each
Obligation for which a claim is made under this policy), or upon receipt of
written notice by registered or certified mail in the form of Exhibit B hereto
duly completed (such form to be sent and
notice to be given for each Obligation
for which a claim is made under this policy), by the Insurer or its designee
from the Trustee, that a Payment Default
has occurred, the Insurer shall, on the
business day next succeeding the later
of (x) the date which is thirty (30) days
after the date of any Payment Default or
(y) receipt of the first notice of such
Payment Default with respect to such Obligation and, in the event the Insurer
does not make an Accelerated Payment, thereafter, within one (1) business day
after the later of (x) receipt of notice
of a subsequent Payment Default or (y)
the due date of the Insured Amounts to which such notice relates, disburse to
the Trustee payment of the Insured Amounts due on such Obligation, less any
amount held by the Paying Agent or the Trustee for the payment of the Insured
Amounts and legally available therefor. Notwithstanding the foregoing, in the
event a Bankruptcy Default or Acceleration Default occurs prior to any Payment
Default, the Insurer may, at its option, make an Accelerated Payment upon the
earlier to occur of such Bankruptcy Default or Acceleration Default within
thirty (30) days of such Bankruptcy Default or Acceleration Default. In such
event, the Insurer shall have no further Obligation to make any payments in
respect of the Obligation for which such Accelerated Payment was made. The
Trustee will be paid, as to principal or as to principal and interest, upon
presentment and surrender to the Insurer of each Obligation, or in the case of
any Obligation held by a depository (the
"Depository") on behalf of the Trustee,
presentment and surrender of such Obligation through the Depository, or
presentment of such other proof of ownership of the Obligation registered,,
together with evidence satisfactory to the Insurer that, in all cases, such
Obligation is the Obligation described in this policy or any replacement or
successor hereto, and that such Obligation is free and clear of all claims and
encumbrances created by or on behalf of
the Trustee and is uncancelled, and any
appropriate instruments of assignment to
evidence the assignment of the Insured
Amounts due on the Obligation as are
paid by the Insurer, such instruments being
in a form satisfactory to the Insurer.
This policy does not insure against loss
of any prepayment premium which may at any time be payable with respect to any
Obligation.
If payment of any principal of or interest on the Obligations that is
avoided as a preference under applicable, bankruptcy, insolvency, receivership
or similar law in the event of a
bankruptcy, insolvency, receivership or similar
action of the issuer of the Obligation
is required to be made under this policy,
the Insurer will pay such amount as is avoided as a preference pursuant to the
Order or notice referred to below when due to be paid on a scheduled basis in
accordance with the original terms of
the Obligations (without reference to any
redemption thereof) and in any event no earlier than the first to occur of the
fourth business day following receipt by
the Insurer from the Trustee of (i)(x)
a certified copy of the order of the court, or such regulatory authority which
exercised jurisdiction, to the effect that the Trustee or the Depository is
required to return principal or interest
paid on any Obligation during the term
of this policy because such payments
were avoidable preferences under applicable
bankruptcy, insolvency, receivership or similar laws (the "Order") and (y) a
certificate of the Trustee that the
Order has been entered and is not subject to
any stay or (ii) notice from the Trustee
that such payment has been avoided and
the Depository holding the affected
Obligation on behalf of the Trust has repaid
such avoided payment and/or charged or
reduced the account of the Trustee by the
amount of such avoided payment (provided that if such certified copy and
certificate or notice referred to in clauses (i) and (ii) above are received
after 1:00 p.m., New York City time, on such business day, the Insurer shall
make such payment on the fifth business
day following such date). Such payment
shall be disbursed to the receiver,
conservator, debtor-in-possession or trustee
in bankruptcy named in the Order and not
to the Trustee directly in the event of
receipt of the certified copy and certificate referred to in clause (i) above
and to the Trustee in the event of receipt of the notice referred to in clause
(ii) above.
Notwithstanding the foregoing or any other provisions of this policy, if
the Trustee receives notice that payment
of any principal of or interest on any
of the Obligations is avoided as a preference under applicable bankruptcy,
insolvency, receivership or similar law
and the Depository holding the affected
Obligation has not repaid such amount or charged or reduced the Trustee's
account for such amount, then the Trustee shall forward such notice to the
Insurer within four business days of the
Trustee's receipt thereof. The Insurer
shall have the option to commence any
appropriate adversary proceeding, in which
case it shall be responsible for all
costs and expenses in connection therewith
and shall indemnify and hold the Trustee
harmless against any loss or liability
in connection therewith or the failure of the Trustee to make such preference
payment, or to pay the amount of such avoided payment to the receiver,
conservator, debtor-in-possession or
trustee in bankruptcy named in such notice
in accordance with the preceding paragraph.
After the Insurer has made payment
with respect to an Obligation, it shall
be subrogated to all of the rights of the Trust thereon or in relation thereto
to the extent of such payment, including but not limited to the rights to
commence or participate in an adversary proceeding. When the Insurer has made
any Accelerated Payment, and until the full amount of such payment has been
recovered, the Insurer shall be vested
with all of the Trust's options, rights,
votes, powers and the like under all the legal proceedings by which each
Obligation has been authorized, issued or secured, including, the governing
statutes, resolutions and ordinances of the issuer of the Obligation, and any
trust indenture, mortgage, lease agreement or other contract relating to the
Obligation or its security. The Insurer shall not be liable to the Trust for
any loss or damage resulting from the exercise or failure to exercise, in its
sole discretion, any of such options,
votes, rights, powers and the like it may
have as holder or registered owner of an
Obligation with respect to which it has
made any payment. The Trustee shall execute and deliver instruments and do
whatever else may be required to secure
the foregoing rights of the Insurer, and
will do nothing to prejudice them.
The Obligations of the Insurer hereunder cannot be accelerated except at
the sole option of the Insurer.
The term "Depositor" shall mean Van
Kampen Merritt Inc. and its successors
or any successor Depositor.
The term "Trust" shall mean the Van Kampen Merritt Insured Income Trust,
Series 40, created pursuant to a trust agreement which incorporates by
reference the Standard Terms and Conditions of Trust,
effective April 3, 1990, among the
Depositor, the Trustee and American Portfolio
Evaluation Services, as evaluator.
The term "Trustee" shall mean The Bank of New York, or any successor
trustee or co-trustee.
Any service of process on the Insurer may be made to the Insurer,
Attention: General Counsel, at its offices located at 885 Third Avenue, New
York, New York 10022, and such service or process shall be valid and binding.
This policy shall only apply to
Obligations held in and owned by the Trust
and held or owned by the Depository on behalf of the Trust and shall not apply
to any Obligations not deposited therein by the Depositor. This policy shall
continue in force only with respect to Obligations held in and owned by the
Trust, and, subject to the provisions of this paragraph, the Insurer shall not
have any liability under this policy with respect to any Obligations which do
not constitute part of the Trust. This policy is non-cancellable during the
term hereof for any reason, but shall
terminate as to any Obligation which is no
longer held by the Trust and has been redeemed from or sold by the Trustee or
the Trust on the date of such redemption
or on the settlement date of such sale,
and the Insurer shall not have any liability under this policy as to any such
Obligation thereafter. Notwithstanding the foregoing provisions of this
paragraph, the termination of this
policy as to any Obligation shall not affect
the Obligations of the Insurer regarding any other Obligation in the Trust.
This policy shall terminate as to all
Obligations on the date on which the last
of the Obligations mature, are redeemed or are sold by the Trust.
The premium on this policy is not
refundable for any reason, including the
payment prior to maturity of the Obligations.
This policy is issued only to the Trust and is nontransferable.
This policy shall be governed by
and construed under the laws of the State
of New York. Any provision of this
policy which is in conflict with the laws of
the State of New York is hereby amended
to conform with the minimum requirements
of such laws. This Policy and the
obligations of the Insurer hereunder are not
covered by the Property/Casualty
Insurance Fund specified in Article Seventy-Six
of the New York Insurance Law.
No provision affecting this policy
shall exist, or waiver of any condition
be valid, unless expressed in writing, signed by the Insurer and the Trustee,
and added hereto. Each of the conditions of this policy is hereby made
severable, and waiver of one condition is not a waiver of any other condition.
No suit or action on this policy for the recovery of any amount shall be
sustained in any court of law or equity unless all of the conditions of this
policy shall have been complied with
(unless specifically waived by the Insurer
in writing) and unless commenced within
two years after an event giving rise to
the Insurer's Obligation to pay the Insured Amounts.
In Witness Whereof, the Insurer has caused this policy to be executed on
its behalf this 10th day of November, 1994.
Capital Markets Assurance Corporation
By ----------------------------------
Name: Thomas D. Lamb
Title: Vice President
<TABLE>
Exhibit A
To Unit Investment Trust
Insurance Policy No. SB6424
Schedule of Bonds for
Van Kampen Merritt Insured Income Trust
Intermediate Series 40
<CAPTION>
Date of Annual Initial
Cusip Par Maturity Issuance Premium Premium
No. Value Issuer Coupon Date of Bonds Rate Due
<S> <C> <C> <C> <C> <C> <C> <C>
649840BS3 $1,000,000 New York State Electric & Gas Co 8.875% 11/01/2021 11/01/91 0.170% 97.81
266228BW4 $1,000,000 Duquesne Light Company 8.375% 05/15/2024 07/15/92 0.190% 109.32
882850BT6 $1,000,000 Texas Utilities Electric Company 8.750% 11/01/2023 11/01/92 0.300% 172.60
694308EG8 $1,000,000 Pacific Gas and Electric Company 8.250% 11/01/2022 10/15/92 0.200% 115.07
912803AQ6 $ 50,000 United States Treasury STRIP 0.000% 2/15/2019 02/15/89 0.100% 2.89
total $497.68
</TABLE>
Exhibit B
To Unit Investment
Trust Insurance
Policy No. SB6424
Capital Markets Assurance Corporation
885 Third Avenue
New York, New York 10022
Attention: ________________________
Notice for Payment Under
Unit Investment Trust
Insurance Policy No. SB6424
The undersigned individual, a duly
authorized officer of The Bank of New
York (the "Trustee") hereby certifies
to Capital Markets Assurance Corporation
("CapMAC"), with reference to insurance
policy No. SB5989 issued by CapMAC, as
follows:
(1) The Trustee has not received by _________________ (insert due
date of scheduled payment) an amount of the [principal] or [interest]
payment due on (insert description of bond) (the "Obligation") on such date
and has been notified by the bond trustee for the Obligation (or such other
party that would have knowledge of nonpayment) that it will not receive
such payment or such bond trustee will not confirm to the Trustee that the
full payment has been or is that day being made, and the amount necessary
for the Trustee to have to equal the full amount of such [principal] or
[interest] that is due on the Obligation is $ ___________________ (the
"Shortfall");
(2) The Trustee is making a claim
for the Shortfall to be applied to the
payment in full of such [principal] or [interest] payments that are
due;
(3) The Trustee hereby directs CapMAC to make payment of the
Shortfall to the following account: _____________________________;
(4) The Trustee or a depository (the "Depository") on behalf of the
Trustee is the registered owner of the Obligation or coupons and holds
evidence of its right to receive payment of the Shortfall, and the Trustee
hereby represents and surrenders or will cause the Depository to surrender
to CapMAC such Obligation relating to the Shortfall, or presents other
proof of ownership of the Obligation to CapMAC, which shall be acceptable
to CapMAC in its sole judgment;
(5) The Trustee hereby certifies that the Obligation or coupon for
which the Shortfall is being claimed are the same as described in Exhibit A
to the above-referenced policy, are free and clear of any claims or
encumbrances created by or on behalf of the Trustee, and are uncancelled;
and
In Witness Whereof, this Notice for Payment has been executed this _______
day of ____________________ 19_.
By --------------------------
Name:
Title:
Exhibit 1.5
Dated: June 1, 1992
Master Agreement Among Underwriters
For Unit Investment Trusts Sponsored by
Van Kampen Merritt Inc.
Van Kampen Merritt Inc.
One Parkview Plaza
Oakbrook Terrace, Illinois 60181
Gentlemen:
1. The Trust. We understand that you, Van Kampen Merritt Inc.
(the "Sponsor"), are entering into this agreement (the "Agreement") in
counterparts with us and other firms who may be underwriters for issues
of various series of unit investment trusts for which you will act as
Sponsor. This Agreement shall apply to any offering after May 1, 1992 of
units of fractional undivided interest in such various series unit
investment trusts in which we elect to act as an underwriter
(underwriters with respect to each such trust being hereinafter called
"Underwriters") after receipt of a notice from you stating the name and
size of the trust and that our participation as an Underwriter in the
proposed offering shall be subject to the provisions of this Agreement.
The issuer of the units of fractional undivided interests in a series of
a unit investment trust offered in any offering of units made pursuant to
this Agreement is hereinafter referred to as the "Trust" and the
reference to "Trust" in this Agreement applies only to such Trust, and
such units of such Trust offered are hereinafter called the "Units".
Each Trust is or will be registered as a "unit investment trust" under
the Investment Company Act of 1940 (the "1940 Act") by appropriate
filings with the Securities and Exchange Commission (the "Commission").
Additionally, each Trust is or will be registered with the Commission
under the Securities Act of 1933 (the "1933 Act") on Form S-6 or its
successor forms, including a proposed form of prospectus (the
"Preliminary Prospectus").
The registration statement as finally amended and revised at the
time it becomes effective is herein referred to as the "Registration
Statement" and the related prospectus is herein referred to as the
"Prospectus", except that if the prospectus filed by the Trust pursuant
to Rule 424(b) under the 1933 Act shall differ from the prospectus on
file at the time the Registration Statement shall become effective, the
term "Prospectus" shall refer to the prospectus filed pursuant to Rule
424(b) from and after the date on which it shall have been filed.
The following provisions of this Agreement shall apply separately to
each individual offering of Units by a Trust.
We understand that as of the date upon which we have agreed to
underwrite Units of the Trust the Commission shall not have issued any
order preventing or restraining the use of any Preliminary Prospectus
and, further, that each Preliminary Prospectus shall conform in all
material respects to the requirements of the 1933 Act and the Rules and
Regulations thereunder and, as of its date, shall not include any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements therein not misleading; and when the Registration
Statement becomes effective, it and the Prospectus, and any amendments or
supplements thereto, will contain all statements that are required to be
stated therein in accordance with the 1933 Act and the Rules and
Regulations thereunder and will in all material respects conform to the
requirements of the 1933 Act and the Rules and Regulations thereunder,
and neither the Registration Statement nor the Prospectus, nor any
amendment or supplement thereto, will contain any untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading;
provided, however, that you make no representation or warranty as to
information contained in or omitted from any Preliminary Prospectus, the
Registration Statement, the Prospectus or any such amendment or
supplement, in reliance upon and in conformity with, written information
furnished to you by or on behalf of any Underwriter specifically for use
in the preparation thereof.
2. Designation and Authority of Representative. You are hereby
authorized to act as our representative (the "Representative") in
connection with all matters to which this Agreement relates and to take
the action provided herein to be taken by you as you may otherwise deem
necessary or advisable. We understand that we have no obligations under
this Agreement with respect to any Trust in which we choose not to
participate as an Underwriter.
You will be under no liability to us for any act or omission except
for obligations expressly assumed by you herein and no obligations on
your part will be implied or inferred herefrom. The rights and
liabilities of the respective parties hereto are several and not joint,
and nothing herein or hereunder will constitute then a partnership,
association or separate entity.
3. Profit or Loss in Acquisition of Securities. It is understood
that the acquisition of securities (the "Securities") for deposit in the
portfolio of the Trust shall be at your cost and risk. We acknowledge
that you will share with us any net deposit profits in the amounts and to
the extent, if any, indicated under "Sponsor and Underwriter
Compensation" in the Prospectus. For the purposes of determining the
number of Units underwritten, we understand that we will be credited for
that number of Units set forth opposite our name in the section entitled
"Underwriting" in the prospectus.
We agree that you shall have no liability (as Representative or
otherwise) with respect to the issue form, validity, legality,
enforceability, value of, or title to the Securities, except for the
exercise of due care in determining the genuineness of such Securities
and the conformance thereof with the descriptions and qualifications
appearing in the Prospectus.
4. Purchase of Units. Promptly after you make a determination to
offer Units of a Trust and you inquire as to whether we desire to
participate in such offering, we will advise you promptly as to the
number of Units which we will purchase or of our decision not to
participate in such offering. Such advice may be written or oral. The
delivery to the Sponsor of a completed Schedule A to this Agreement shall
constitute adequate written advice. Oral advice shall be binding but
shall be promptly confirmed in writing by us by means of telegraph,
telegram or other form of wire or facsimile transmission. Such written
confirmation shall contain the information requested by Schedule A to
this Agreement. You may rely on and we hereby commit on the terms and
conditions of this Agreement to purchase and pay for the number of Units
of the Trust set forth in such advice (the "Unit Commitment"). Our Unit
Commitment may be increased only by mutual agreement between us and you
at any time prior to the date as of which the Trust Agreement for the
Trust is executed (the "Date of Deposit"). We agree that you in your
sole discretion reserve the right to decrease our Unit Commitment at any
time prior to the Date of Deposit and if you so elect to make such a
decrease, you will notify us of such an election by telephone and
promptly confirm the same in writing.
The price to be paid for such Units shall be the Public Offering
Price per Unit (as defined in the Prospectus) as first determined on the
Date of Deposit or such later determination on such Date of Deposit as
you shall advise us, less the sum per Unit indicated under "Sponsor and
Underwriter Compensation" in the Prospectus. Further, each Underwriter
who underwrites that number of Units indicated under "Sponsor and
Underwriter Compensation" in the Prospectus will receive from the Sponsor
that additional compensation indicated under such section of the
Prospectus for each Unit it underwrites, providing the Trust size is in
excess of that number of Units, if any, indicated under such section of
the Prospectus. At the Date of Deposit, we will become the owner of the
Units and be entitled to the benefits (except for interest, if any,
accruing from the Date of Deposit to the First Settlement Date) as well
as the risks inherent therein. We acknowledge that those persons, if
any, named in the Prospectus under "Sponsor and Underwriter Compensation"
are Managing or Co-Managing Underwriters of the Trust, as indicated
therein, and we acknowledge that those persons specifically named therein
will receive as additional compensation those respective per Unit amounts
set forth in such section of the Prospectus.
You are authorized to retain custody of our Units until the
Registration Statement relating thereto has become effective under the
1933 Act and you shall have received payment from us for such Units.
You are authorized to file an amendment to said Registration
Statement describing the Securities and furnishing information based
thereon or relating thereto and any further amendments or supplements to
the Registration Statement or Prospectus which you may deem necessary or
advisable. We will furnish to you upon your request such information as
will be required to insure that the Registration Statement and Prospectus
are current insofar as they relate to us and we thereafter continue to
furnish you with such information as may be necessary to keep current and
correct the information previously supplied.
We understand that the Trust will also take action with respect to
the offering and sale of Units in accordance with the Blue Sky or
securities laws of certain states in which it is proposed that the Units
may be offered and sold.
5. Public Offering. You agree that you will advise us promptly
when the Registration Statement has become effective, and we agree that
when we are advised that the Units are released for public offering, we
will make a public offering thereof by means of the Prospectus under the
1933 Act, as amended, which describes the deposit of Securities and
related information. The Public Offering Price and the terms and
conditions of the public offering shall be as set forth in the Prospectus
and shall rely with respect to the offering price of the Securities upon
the determination of the Evaluator named in the Prospectus. Public
advertisement of the offering, if any, shall be made by you on behalf of
the Underwriters on such date as you shall determine. We agree that
before we use any Trust advertising material which we have created, we
will obtain your prior approval to use such advertising materials.
6. Public Offering Price. We agree that each day while this
Agreement is in effect and the evaluation of the Trust is made by the
Evaluator named in the Prospectus, we will contact you for such
evaluation and of the resultant Public Offering Price for the purpose of
the offering and sale of the respective Units to the public. We agree as
required by Section 22(d) of the 1940 Act to offer and sell our Units at
the current Public Offering Price described in the Prospectus.
7. Permitted Transactions. It is agreed that part or all of the
Units purchased by us may be sold to dealers, or other entities with whom
we can legally grant a concession or agency commission, only at the then
effective Public Offering Price, less the concession described in the
Prospectus.
From time to time prior to the termination of this Agreement, at
your Request, we will advise you of the number of our Units which remain
unsold and, at your request, we agree to deliver to you any of such
unsold Units to be sold for our account to retail accounts or, less the
concession or agency commission then effective, to dealers or others.
If prior to the termination of this Agreement, or such earlier date
as you may determine and advise us thereof in writing, you shall purchase
or contract to purchase any of our Units or any Units issued in exchange
therefor, in the open market or otherwise, or if any such Units shall be
tendered to the Trustee for redemption because not effectively placed for
investment by us, we agree to repurchase such Units at a price equal to
the total cost of such purchase, including accrued interest and
commissions, if any, and transfer taxes on redelivery. Regardless of the
amount paid on the repurchase of any such Units, it is agreed that they
may be resold by us only at the then effective Public Offering Price.
Until the termination of this Agreement, we agree that we will make
no purchase of Units other than (i) purchases provided for in this
Agreement, (ii) purchases approved by you and (iii) purchases as broker
in executing unsolicited orders.
8. Compliance With Commission Order. We hereby agree as follows:
(a) we will refund all sales charges to purchasers of Units from us or
any dealer participating in the distribution of Units who purchased such
Units from us if, within ninety days from the time that the Registration
Statement of the respective Units under the 1933 Act shall have become
effective, (i) the net worth of the trust shall be reduced to less than
20% of the principal amount of Securities originally deposited therein or
(ii) the Trust shall have been terminated; (b) you may instruct the
Trustee on the Date of Deposit that, in the event that redemption by any
Underwriters of Units constituting part of any unsold allotment of Units
shall result in the Trust having a net worth of less than 40% of the
principal amount of Securities originally deposited therein, the Trustee
shall terminate the Trust in the manner provided in the Trust Indenture
and Agreement (as defined in the Prospectus) and distribute the
Securities and other assets of the Trust pursuant to the provisions of
the Trust Indenture and Agreement; and (c) in the event that the Trust
shall have been terminated pursuant to (b) above, we will refund any
sales charges to any purchaser of such Units who purchased from us, or
purchased from a dealer participating in the distribution of such Units
who purchased such Units from us. We authorize you to charge our account
for all refunds of sales charges in respect to our Units.
9. Substitution of Underwriters. We authorize you to arrange for
the substitution hereunder of other persons, who may include you and us,
for all or any part of the commitment of any nondefaulting Underwriter
with the consent of such Underwriter, and of any defaulting Underwriter
without the consent thereof, upon such terms and conditions as you may
deem advisable, provided that the number of Units to be purchased by us
shall not be increased without our consent and that such substitution
shall not in any way affect the liability of any defaulting Underwriter
to the other Underwriters for damages from such default, nor relieve any
other Underwriter of any obligation under this Agreement. The expenses
chargeable to the account of any defaulting Underwriter and not paid for
by it or by a person substituted for such Underwriter and any additional
losses or expenses arising from such default shall be considered to be
expenses under this Agreement and shall be charged against the accounts
of the nondefaulting Underwriters in proportion to their respective
commitments.
10. Termination. This Agreement shall terminate with respect to
each Trust which we have agreed to underwrite 30 days after the date on
which the public offering of the Units of such Trust is made in
accordance with Section 5 hereof unless sooner terminated by you,
provided that you may extend this Agreement for not more than eleven
successive periods of 30 days each upon notice to us and each of the
other Underwriters.
Notwithstanding any settlement on the termination of this Agreement,
we agree to pay our share of any amount payable on account of any claim,
demand or liability which may be asserted against the Underwriters, or
any of them, based on the claim that the Underwriters constitute an
association, unincorporated business or other separate entity and our
share of any expenses incurred by you in defending against any such
claim, demand or liability. We also agree to pay any stamp taxes which
may be assessed and paid after such settlement on account of any Units
received or sold hereunder for our account.
Notwithstanding any termination of this Agreement, no sales of the
Units shall be made by us at any time except in conformity with the
provisions of Section 22(d) of the 1940 Act.
11. Default by Other Underwriters. Default by any one or more of
the other Underwriters in respect of their several obligations under this
Agreement shall neither release you nor us from any of our respective
obligations hereunder.
12. Notices. Notices hereunder shall by deemed to have been duly
given if mailed or telegraphed to us at our address set forth below, in
the case of notices to us, or to you at your address set forth at the
head of this Agreement, in the case of notices to you.
13. Net Capital. You represent that you, and we represent that we,
are in compliance with the capital requirements of Rule 15c-3-1
promulgated by the Commission under the Securities and Exchange Act of
1934, and we may, in accordance with and pursuant to such Rule 15c-3-1,
agree to purchase the amount of Units to be purchased by you and us,
respectively, under the Agreement.
14. Miscellaneous. We confirm that we are a member in good
standing of the National Association of Securities Dealers, Inc.
We confirm that we will take reasonable steps to provide the
Preliminary Prospectus or final Prospectus to any person making written
request therefor to us and to make the Preliminary Prospectus or the
final Prospectus available to each person associated with us expected to
solicit customers' orders for the Units prior to the effective
registration date and the final Prospectus if he is expected to offer the
Units after the effective date. We understand that you will supply us
upon our request with sufficient copies of such prospectuses to comply
with the foregoing.
This Agreement is being executed by us and delivered to you in
duplicate. Upon your confirmation hereof and of agreements in identical
form with each of the other Underwriters, this Agreement shall constitute
a valid and binding contract between us.
Very truly yours,
Confirmed as of the date set Indicated below our firm
forth at the head of this name and address exactly as we
Agreement wish to appear in the Prospectus
Van Kampen Merritt, Inc.
By____________________________ ____________________________________
Title__________________________ ____________________________________
____________________________________
Exhibit 3.1
Chapman and Cutler
111 West Monroe Street
Chicago, IL 60603
November 10, 1994
Van Kampen Merritt Inc.
One Parkview Plaza
Oakbrook Terrace, Illinois 60181
Re: Van Kampen Merritt Insured Income Trust, Series 40
Gentlemen:
We have served as counsel for Van Kampen Merritt Inc. as Sponsor and
Depositor of Van Kampen Merritt Insured Income Trust, Series 40 (the
"Fund"), in connection with the preparation, execution and delivery of a
Trust Agreement dated November 10, 1994, between Van Kampen Merritt Inc.,
as Depositor, American Portfolio Evaluation Services, a division of Van
Kampen Merritt Investment Advisory Corp., as Evaluator, and The Bank of
New York, as Trustee, pursuant to which the Depositor has delivered to
and deposited the Bonds listed in Schedule A to the Trust Agreement with
the Trustee and pursuant to which the Trustee has issued to or on the
order of the Depositor a certificate or certificates representing Units
of fractional undivided interest in and ownership of the Fund created
under said Trust Agreement.
In connection therewith we have examined such pertinent records and
documents and matters of law as we have deemed necessary in order to
enable us to express the opinions hereinafter set forth.
Based upon the foregoing, we are of the opinion that:
1. The execution and delivery of the Trust Agreement and the
execution and issuance of certificates evidencing the Units of the
Fund have been duly authorized; and
2. The certificates evidencing the Units of the Fund when
duly executed and delivered by the Depositor and the Trustee in
accordance with the aforementioned Trust Agreement, will constitute
valid and binding obligations of the Fund and the Depositor in
accordance with the terms thereof.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 33-56359) relating to the Units referred
to above and to the use of our name and to the reference to our firm in
said Registration Statement and in the related Prospectus.
Respectfully submitted,
Chapman and Cutler
MJK/ch
Exhibit 3.2
Chapman and Cutler
111 West Monroe Street
Chicago, Illinois 60603
November 10, 1994
Van Kampen Merritt Inc.
One Parkview Plaza
Oakbrook Terrace, Illinois 60181
The Bank of New York
Unit Investment Trust Division
101 Barclay Street
New York, New York 10286
Re: Van Kampen Merritt Insured Income Trust, Series 40
Gentlemen:
We have acted as counsel for Van Kampen Merritt Inc., Depositor of
Van Kampen Merritt Insured Income Trust, Series 40 (the "Trust"), in
connection with the issuance of Units of fractional undivided interest in
the Trust, under a Trust Agreement dated November 10, 1994 (the
"Indenture") among Van Kampen Merritt Inc., as Depositor, Interactive
Data Services, Inc., as Evaluator, and The Bank of New York, as Trustee.
In this connection, we have examined the Registration Statement, the
Prospectus, the Indenture, and such other instruments and documents as we
have deemed pertinent.
The assets of the Trust will consist of a portfolio of long-term
corporate debt obligations issued after July 18, 1984 of United States
corporate issuers (the "Corporate Bonds"), municipal issuers (the
"Taxable Municipal Bonds") and "zero coupon" U.S. Treasury bonds (the
"Treasury Bonds") (collectively, the "Obligations") as set forth in the
Prospectus. For purposes of the opinions set forth below, we have
assumed that interest on each of the Taxable Municipal Bonds is
includable in gross income for federal income tax purposes (i.e., the
Taxable Municipal Bonds are not tax-exempt).
Based upon the foregoing and upon an investigation of such matters
of law as we consider to be applicable, we are of the opinion that, under
existing Federal income tax law:
(i) The Trust is not an association taxable as a corporation
but will be governed by the provisions of subchapter J (relating to
trusts) of chapter 1, Internal Revenue Code of 1986 (the "Code").
(ii) The Unitholder will be considered as owning a pro rata
share of each asset of the Trust in the proportion that the number
of Units held by him bears to the total number of Units outstanding.
Under subpart E, subchapter J of chapter 1 of the Code, income of
the Trust will be treated as income of each Unitholder in the
proportion described, and an item of Trust income will have the same
character in the hands of a Unitholder as it would have in the hands
of the Trustee. Each Unitholder will be considered to have received
his pro rata share of interest derived from each Trust asset when
such interest is received by the Trust. Each Unitholder will also
be required to include in taxable income for Federal income tax
purposes, original issue discount with respect to his interest in
any Obligation held by the Trust which was issued with original
issue discount at the same time and in the same manner as though the
Unitholder were the direct owner of such interest. Original issue
discount will be treated as zero with respect to Corporate Bonds and
the Taxable Municipal Bonds if it is "de minimis" within the meaning
of Section 1273 of the Code and, based upon a Treasury Regulation
(the "Regulation") which was issued on December 28, 1992 regarding
the stripped bond rules of the Code, original issue discount with
respect to a Treasury Bond will be treated as zero if it is "de
minimis" as determined thereunder. A Unitholder may elect to
include in taxable income for Federal income tax purposes, market
discount as it accrues with respect to his interest in any Corporate
Bond or Taxable Municipal Bond held by the Trust which he is
considered as having acquired with market discount at the same time
and in the same manner as though the Unitholder were the direct
owner of such interest.
(iii) The price a Unitholder pays for his Units, including sales
charges, is allocated among his pro rata portion of each Obligation
held by the Trust (in proportion to the fair market values thereof
on the date the Unitholder purchases his Units), in order to
determine his initial cost for his pro rata portion of each
Obligation held by the Trust. The Treasury Bonds are treated as
bonds that were originally issued at an original issue discount.
Because the Treasury Bonds represent interests in "stripped" U.S.
Treasury bonds, a Unitholder's initial cost for his pro rata portion
of each Treasury Bond held by the Trust (determined at the time he
acquires his units, in the manner described above) shall be treated
as its "purchase price" by the Unitholder. Under the special rules
relating to stripped bonds, original issue discount applicable to
the Treasury Bonds is effectively treated as interest for Federal
income tax purposes and the amount of original issue discount in
this case is generally the difference between the bond's purchase
price and its stated redemption price at maturity. A Unitholder
will be required to include in gross income for each taxable year
the sum of his daily portions of original issue discount
attributable to the Treasury Bonds held by the Trust as such
original issue discount accrues and will in general be subject to
Federal income tax with respect to the total amount of such original
issue discount that accrues for such year even though the income is
not distributed to the Unitholders during such year to the extent it
is greater than or equal to the "de minimis" amount described below.
To the extent the amount of such discount is less than the
respective "de minimis" amount, such discount shall be treated as
zero. In general, original issue discount accrues daily under a
constant interest rate method which takes into account the semi-
annual compounding of accrued interest. In the case of the Treasury
Bonds this method will generally result in an increasing amount of
income to the Unitholders each year.
(iv) Gain or loss will be recognized to a Unitholder upon
redemption or sale of his Units. Such gain or loss is measured by
comparing the proceeds of such redemption or sale with the adjusted
basis of the Units represented by his Unit. Before adjustment, such
basis would normally be cost if the Unitholder had acquired his
Units by purchase. In addition, such basis will be increased by the
Unitholder's aliquot share of the accrued original issue discount
with respect to each Obligation held by the Trust with respect to
which there was original issue discount at the time such Obligation
was issued and by accrued market discount which the Unitholder has
elected to annually include in income with respect to each Corporate
Bond and Taxable Municipal Bond and reduced by the Unitholder's
aliquot share of the amortized acquisition premium, if any, which
the Unitholder has properly elected to amortize under Section 171 of
the Code on each Obligation held by the Trust.
(v) If the Trustee disposes of a Trust asset (whether by sale,
exchange, redemption, payment on maturity or otherwise) gain or loss
will be recognized to the Unitholder and the amount thereof will be
measured by comparing the Unitholder's aliquot share of the total
proceeds from the transaction with his basis for his fractional
interest in the asset disposed of. Such basis is ascertained by
apportioning the tax basis for his Units (as of the date on which
his Units were acquired) among each of the Trust assets ratably
according to their values as of the valuation date nearest the date
on which he purchased such Units. A Unitholder's basis in his Units
and of his fractional interest in each Trust asset must be reduced
by the Unitholder's share of the amortized acquisition premium, if
any, on Obligations held by the Trust which the Unitholder has
properly elected to amortize under Section 171 of the Code and must
be increased by the Unitholder's share of the accrued original issue
discount with respect to each Obligation which, at the time the
Obligation was issued, had original issue discount and in the case
of a Corporate Bond or a Taxable Municipal Bond, by accrued market
discount which the Unitholder has elected to annually include in
income.
The Tax Reform Act of 1986 (the "Act"), among other things, provides
that certain itemized deductions, such as investment expenses, tax return
preparation fees and employee business expenses will be deductible by
individuals only to the extent they exceed 2% of such individual's
adjusted gross income. Temporary regulations have been issued which
require Unitholders to treat certain expenses of the Trust as
miscellaneous itemized deductions subject to this limitation.
The Code provides a complex set of rules governing the accrual of
original issue discount, including special rules relating to "stripped"
debt instruments such as the Treasury Bonds. These rules provide that
original issue discount generally accrues on the basis of a constant
compound interest rate. Special rules apply if the purchase price of an
Obligation exceeds its original issue price plus the amount of original
issue discount which would have previously accrued, based upon its issue
price (its "adjusted issue price"). Similarly, these special rules would
apply to a Unitholder if the tax basis of his pro rata portion of an
Obligation issued with original issue discount exceeds his pro rata
portion of its adjusted issue price. The application of these rules will
also vary depending on the value of the Obligation on the date a
Unitholder acquires his Units, and the price a Unitholder pays for his
Units. In addition, as discussed above, the Regulation provides that the
amount of original issue discount on a stripped bond is considered zero
if the actual amount of original issue discount on such stripped bond as
determined under Section 1286 of the Code is less than a "de minimis"
amount, which, the Regulation provides, is the product of (i) 0.25
percent of the stated redemption price at maturity and (ii) the number of
full years from the date the stripped bond is purchased (determined
separately for each new purchaser thereof) to the final maturity date of
the bond. It is possible that a Corporate Bond that has been issued at
an original issue discount may be characterized as a "high-yield discount
obligation" within the meaning of Section 163(e)(5) of the Code. To the
extent that such an obligation is issued at a yield in excess of six
percentage points over the applicable Federal rate, a portion of the
original issue discount on such obligation will be characterized as a
distribution on stock (e.g., dividends) for purposes of the dividends
received deduction which is available to certain corporations with
respect to certain dividends received by such corporations.
If a Unitholder's tax basis in his interest in any Corporate Bond or
Taxable Municipal Bond held by the Trust is less than his allocable
portion of such Bond's stated redemption price at maturity (or, if issued
with original issue discount, his allocable portion of its revised issue
price on the date he buys his Units), such difference will constitute
market discount unless the amount of market discount is "de minimis" as
specified in the Code. Market discount accrues daily computed on a
straight line basis, unless the Unitholder elects to calculate accrued
market discount under a constant yield method. The market discount rules
do not apply to Treasury Bonds because they are stripped debt instruments
subject to special original issue discount rules as discussed in
paragraph (iii).
Accrued market discount is generally includible in taxable income of
the Unitholders as ordinary income for federal tax purposes upon the
receipt of serial principal payments on Corporate Bonds and Taxable
Municipal Bonds held by the Trust, on the sale, maturity or disposition
of such Bonds by the Trust and on the sale of a Unitholder's Units unless
a Unitholder elects to include the accrued market discount in taxable
income as such discount accrues. If a Unitholder does not elect to
annually include accrued market discount in taxable income as it accrues,
deductions of any interest expense incurred by the Unitholder to purchase
or carry his Units will be reduced by such accrued market discount. In
general, the portion of any interest which is not currently deductible is
deductible when the accrued market discount is included in income upon
the sale or redemption of the Corporate Bonds or the Taxable Municipal
Bonds or the sale of Units.
A Unitholder will recognize taxable gain (or loss) when all or part
of the pro rata interest in an Obligation is either sold by the Trust or
redeemed or when a Unitholder disposes of his Units in a taxable
transaction, in each case for an amount greater (or less) than his tax
basis therefor.
Any gain recognized on a sale or exchange and not constituting a
realization of accrued "market discount" and any loss will, under current
law, generally be capital gain or loss except in the case of a dealer or
financial institution. As previously discussed, gain attributable to any
Corporate Bond or Taxable Municipal Bond deemed to have been acquired by
the Unitholder with market discount will be treated as ordinary income to
the extent the gain does not exceed the amount of accrued market discount
not previously taken into income. The tax cost reduction requirements of
the Code relating to amortization of bond premium may, under certain
circumstances, result in the Unitholder realizing a taxable gain when his
Units are sold or redeemed for an amount equal to or less than his
original cost.
If a Unitholder disposes of a Unit, he is deemed thereby to have
disposed of his entire pro rata interest in all trust assets including
his pro rata portion of all of the Corporate Bonds and Taxable Municipal
Bonds represented by the Unit. This may result in a portion of the gain,
if any, on such sale being taxable as ordinary income under the market
discount rules (assuming no election was made by the Unitholder to
include market discount in income as it accrues) as previously discussed.
A Unitholder who is a foreign investor (i.e., an investor other than
a U.S. citizen or resident or U.S. corporation, partnership, estate or
trust) will not be subject to United States Federal income taxes,
including withholding taxes on interest income (including any original
issue discount) on, or any gain from the sale or other disposition or
redemption of any Obligation held by the Trust or the sale of his Units
provided that all of the following conditions are met:
(i) the interest income or gain is not effectively connected
with the conduct by the foreign investor of a trade or business
within the United States;
(ii) either
(a) the interest is United States source income (which is
the case for most securities issued by United States issuers),
the debt instrument is issued after July 18, 1984, the foreign
investor does not own, directly or indirectly, 10% or more of
the total combined voting power of all classes of voting stock
of the issuer of the debt instrument and the Unitholder is not
a controlled foreign corporation related (within the meaning of
Section 864(d)(4) of the Code) to the issuer of the debt
instrument; or
(b) the interest income is not from sources within the
United States;
(iii) with respect to any gain, the foreign investor (if an
individual) is not present in the United States for 183 days or more
during his or her taxable year; and
(iv) the foreign investor provides all certification which may
be required of his status.
It should be noted that the "Revenue Reconciliation Act of 1993,"
includes a provision which eliminates the exemption from United States
taxation, including withholding taxes, for certain "contingent interest."
This provision applies to interest received after December 31, 1993. No
opinion is expressed herein regarding the potential applicability of this
provision and whether United States taxation or withholding taxes could
be imposed with respect to income derived from the Units as a result
thereof.
The scope of this opinion is expressly limited to the matters set
forth herein, and, except as expressly set forth above, we express no
opinion with respect to any other taxes, including state or local taxes
or collateral tax consequences with respect to the purchase, ownership
and disposition of Units.
Very truly yours
Chapman and Cutler
MJK/ch
Exhibit 3.3
Tanner Propp & Farber
99 Park Avenue
New York, New York 10016
November 10, 1994
Van Kampen Merritt Insured
Income Trust, Series 40
c/o The Bank of New York,
As Trustee
101 Barclay Street, 17 West
New York, New York 10286
Dear Sirs:
We have acted as special counsel for the Van Kampen Merritt Insured
Income Trust, Series 40 (the "Trust") for purposes of determining the
applicability of certain New York taxes under the circumstances
hereinafter described.
The Trust is created pursuant to a Trust Agreement (the
"Indenture"), dated as of today (the "Date of Deposit") among Van Kampen
Merritt Inc. (the "Depositor"), American Portfolio Evaluation Services, a
division of Van Kampen Merritt Investment Advisory Corp., as Evaluator,
and The Bank of New York as trustee (the "Trustee"). As described in the
prospectus relating to the Trust dated today to be filed as an amendment
to a registration statement heretofore filed with the Securities and
Exchange Commission (file number 33-56359) under the Securities Act of
1933, as amended (the "Prospectus" and the "Registration Statement"), the
objectives of the Trust are the generation of a high level of current
income and the conservation of capital through a diversified investment
in a fixed portfolio primarily consisting of corporate debt securities.
It is noted that no opinion is expressed herein with regard to the
Federal tax aspects of the bonds, the Trust, units of the Trust (the
"Units"), or any interest, gains or losses in respect thereof
As more fully set forth in the Indenture and in the Prospectus, the
activities of the Trustee will include the following:
On the Date of Deposit, the Depositor will deposit with the Trustee
the total principal amount of interest bearing obligations and/or
contracts for the purchase thereof together with an irrevocable letter of
credit in the amount required for the purchase price and accrued
interest, if any, along with the policy purchased by the Depositor
evidencing insurance guaranteeing timely payment of principal and
interest on some of the obligations comprising the corpus of the Trust as
more fully set forth in the Prospectus and the Registration Statement.
All other obligations included in the deposit described above will be
covered by insurance obtained by the issuer of such obligations or by a
prior owner, which may be the Depositor prior to the Date of Deposit,
guaranteeing timely payment of principal and interest, or will be U.S.
Treasury obligations.
We understand that all insurance policies described in the preceding
paragraph, whether purchased by the Depositor, a prior owner or the
issuer, provide, or wig provide, that the amount paid by the insurer in
respect of any bond may not exceed the amount of principal and interest
due on the bond and such payment will in no event relieve the issuer from
its continuing obligation to pay such defaulted principal and interest in
accordance with the terms of the obligation.
The Trustee will not participate in the selection of the obligations
to be deposited in the Trust, and, upon the receipt thereof, will deliver
to the Depositor registered certificates for the number of Units
representing the entire capital of the Trust as more fully set forth in
the Prospectus and the Registration Statement. The Units, which are
represented by certificates ("Certificates"), will be offered to the
public upon the effectiveness of the Registration Statement.
The duties of the Trustee, which are ministerial in nature, will
consist primarily of crediting the appropriate accounts with interest
received by the Trust and with the proceeds from the disposition of
obligations held in the Trust and the distribution of such interest and
proceeds to the Unit holders. The Trustee will also maintain records of
the registered holders of Certificates representing an interest in the
Trust and administer the redemption of Units by such Certificate holders
and may perform certain administrative functions with respect to an
automatic reinvestment option and a conversion option.
Generally, obligations held in the Trust may be removed therefrom by
the Trustee only upon redemption prior to their stated maturity, at the
direction of the Depositor in the event of an advance refunding or upon
the occurrence of certain other specified events which adversely affect
the sound investment character of the Trust, such as default by the
issuer in payment of interest or principal on the obligations, and no
provision for payment is made therefor either pursuant to the portfolio
insurance or otherwise, and the Sponsor fails to instruct the Trustee,
within thirty (30) days after notification, to hold such obligation.
Prior to the termination of the Trust, the Trustee is empowered to
sell Bonds, on a list furnished by the Sponsor, only for the purpose of
redeeming Units tendered to it and of paying expenses for which Trust are
not available. The Trustee does not have the power to vary the
investment of any Unit holder in the Trust, and under no circumstances
may the proceeds of sale of any obligations held by the Trust be used to
purchase new obligations to be held therein.
Article 9-A of the New York Tax Law imposes a franchise tax on
business corporations, and, for purposes of that Article, Section 208(l)
defines the term "corporation" to include, among other things, "any
business conducted by a trustee or trustees wherein interest or ownership
is evidenced by certificate or other written instrument."
The Regulations promulgated under Section 208 provide as follows:
Any business conducted by a trustee or trustees in which interest or
ownership is evidenced by certificate or other written instrument
includes, but is not limited to, an association commonly referred to as a
"business trust" or "Massachusetts trust". In determining whether a
trustee or trustees are conducting a business, the form of the agreement
is of significance but is not controlling. The actual activities of the
trustee or trustees, not their purposes and powers, will be regarded as
decisive factors in determining whether a trust is subject to tax under
article 9-A. The mere investment of Trust and the collection of income
therefrom, with incidental replacement of securities and reinvestment of
Trust, does not constitute the conduct of a business in the case of a
business conducted by a trustee or trustees. 20 NYCRR 1-2.3(b)(2) (July
11, 1990).
New York cases dealing with the question of whether a trust win be
subject to the franchise tax have also delineated the general rule that
where a trustee merely invests Trust and collects and distributes the
income therefrom, the trust is not engaged in business and is not subject
to the franchise tax. Burrell v. Lynch, 274 A.D. 347, 84 N.Y.S.2d 171
(3rd Dept. 1948), order resettled, 274 A.D. 1083, 85 N.Y.S.2d 705 (3d
Dept. 1949).
In an Opinion of the Attorney General of the State of New York, 47
N.Y. Atty. Gen. Rep. 213 (Nov. 24, 1942), it was held that where the
trustee of an unincorporated investment trust was without authority to
reinvest amounts received upon the sales of securities and could dispose
of securities making up the trust only upon the happening of certain
specified events or the existence of certain specified conditions, the
trust was not subject to the franchise tax.
In the instant situation, the Trustee is not empowered to sell
obligations contained in the corpus of the Trust and reinvest the
proceeds therefrom. Further, the power to see such obligations is
limited to circumstances in which the creditworthiness or soundness of
the obligation is in question or in which cash is needed to pay redeeming
Unit holders or to pay expenses, or where the Trust is liquidated
subsequent to the termination of the Indenture. Only in circumstances in
which the issuer of an obligation attempts to refinance it can the
Trustee exchange an obligation for a new security. In substance, the
Trustee will merely collect and distribute income and will not reinvest
any income or proceeds, and the Trustee has no power to vary the
investment of any Unit holder in the Trust.
Under Subpart E of Part I, Subchapter J of Chapter I of the Internal
Revenue Code of 1986, as amended (the "Code"), the grantor of a trust
will be deemed to be the owner of the trust under certain circumstances,
and therefore taxable on his proportionate interest in the income
thereof. Where this Federal tax rule applies, the income attributed to
the grantor will also be income to him for New York income tax purposes.
See TSB-M-78(9)(c), New York Department of Taxation and Finance, June 23,
1978.
By letter, dated today, Messrs. Chapman and Cutler, counsel for the
Depositor, rendered their opinion that each Unit holder will be
considered as owning a share of each asset of the Trust in the proportion
that the number of Units held by such holder bears to the total number of
Units outstanding and the income of the Trust will be treated as the
income of each Unit holder in said proportion pursuant to Subpart E of
Part I, Subchapter J of Chapter 1 of the Code.
Based on the foregoing and on the opinion of Messrs. Chapman and
Cutler, counsel for the Depositor, dated today, upon which we
specifically rely, we are of the opinion that under existing laws,
rulings, and court decisions interpreting the laws of the State and City
of New York:
1. The Trust will not constitute an association taxable as a
corporation under New York law, and, accordingly, will not be
subject to tax on its income under the New York State franchise tax
or the New York City general corporation tax;
2. The income of the Trust will be treated as the income of
the Unit holders under the income tax laws of the State and City of
New York; and
3. Unit holders who are not residents of the State of New
York are not subject to the income tax law thereof with respect to
any interest or gain derived from the Trust or any gain from the
sale or other disposition of the Units, except to the extent that
such interest or gain is from property employed in a business,
trade, profession or occupation carried on in the State of New York.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement relating to the Units and to the use of our name
and the reference to our firm in the Registration Statement and in the
Prospectus.
Very truly yours,
Tanner Propp & Farber
MJK:clr
Exhibit 4.1
Interactive Data
14 West Street
New York, NY 10005
November 9, 1994
Van Kampen Merritt, Inc.
One Parkview Plaza
Oakbrook Terrace, IL 60181
Re: Van Kampen Merritt Insured Income Trust, Series 40
(A Unit Investment Trust) Registered Under the Securities Act of
1933, File No. 33-56359
Gentlemen:
We have examined the Registration Statement for the above captioned
Fund. We hereby consent to the reference in the Prospectus and
Registration Statement for the above captioned Fund to Interactive Data
Services, Inc., as the Evaluator, and to the use of the Obligations
prepared by us which are referred to in such Prospectus and Statement.
You are authorized to file copies of this letter with the Securities
and Exchange Commission.
Very truly yours,
James Perry
Vice President
Exhibit 4.2
Standard & Poor's Corporation
25 Broadway
New York, New York 10004-1064
Mr. Mark Kneedy
Chapman & Cutter
111 West Monroe Street
Chicago, Illinois 60603
Re: Van Kampen Merritt Insured Income Trust, Series 40
Dear Mr. Kneedy:
Pursuant to your request for a Standard & Poor's rating on the units of
the above-captioned trust, SEC #33-56359, we have reviewed the information
presented to us and have assigned a 'AAA' rating to the units of the trust and
a 'AAA' rating to the securities contained in the trust for as long as they
remain in the trust. The ratings are direct reflections, of the portfolio of
the trust, which will be composed solely of securities covered by bond
insurance policies that insure against default in the payment of principal and
interest on the securities so long as they remain in the trust. Since such
policies have been issued by one or more insurance companies which have been
assigned a 'AAA' claims paying ability rating by S&P, S&P has assigned a 'AAA'
rating to the units of the trust and to the securities contained in the trust
for as long as they remain in the trust.
You have permission to use the name of Standard & Poor's Corporation and
the above-assigned ratings in connection with your dissemination of
information relating to these units, provided that it is understood that the
ratings are not "market" ratings nor recommendations to buy, hold, or sell the
units of the trust or the securities contained in the trust. Further, it
should be understood the rating on the units does not take into account the
extent to which fund expenses or portfolio asset sales for less than the
fund's purchase price will reduce payment to the unit holders of the interest
and principal required to be paid on the portfolio assets. S&P reserves the
right to advise its own clients, subscribers, and the public of the ratings.
S&P relies on the sponsor and its counsel, accountants, and other experts for
the accuracy and completeness of the information submitted in connection with
the ratings. S&P does not independently verify the truth or accuracy of any
such information.
This letter evidences our consent to the use of the name of Standard &
Poor's Corporation in connection with the rating assigned to the units in the
registration statement or prospectus relating to the units or the trust.
However, this letter should not be construed as a consent by us, within the
meaning of Section 7 of the Securities Act of 1933, to the use of the name of
Standard & Poor's Corporation in connection with the ratings assigned to the
securities contained in the trust. You are hereby authorized to file a copy
of this letter with the Securities and Exchange Commission.
Please be certain to send us three copies of your final prospectus as
soon as it becomes available. Should we not receive them within a reasonable
time after the closing or should they not conform to the representations made
to us, we reserve the right to withdraw the rating.
We are pleased to have had the opportunity to be of service to you. If
we can be of further help, please do not hesitate to call upon us.
Sincerely,
Vincent S. Orzo
Exhibit 4.3
Independent Certified Public Accountants' Consent
We have issued our report dated November 10, 1994 on the statement
of condition and related securities portfolio of Van Kampen Merritt
Insured Income Trust, Series 40 as of November 10, 1994 contained in the
Registration Statement on Form S-6 and Prospectus. We consent to the use
of our report in the Registration Statement and Prospectus and to the use
of our name as it appears under the caption "Other Matters-Report of
Independent Certified Public Accountants."
Grant Thornton
Chicago, Illinois
November 10, 1994
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<LEGEND>
This report reflects the current period taken from 487 on November 10, 1994 it
is unaudited
</LEGEND>
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<DISTRIBUTIONS-OF-INCOME> 0
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