CENTRAL EQUITY TRUST WORLDWIDE SERIES 1, S-6EL24/A, 1994-05-12

CENTRAL EQUITY TRUST WORLDWIDE SERIES 1
S-6EL24/A, 1994-05-12

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<PAGE> 1

As filed with the Securities and Exchange Commission on May 11, 1994
Registration No. 33-52591
===============================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

PRE-EFFECTIVE AMENDMENT NO. 1 TO<R/>
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: CENTRAL EQUITY TRUST, WORLDWIDE SERIES 1, Utility and
Telecommunications Portfolio

B. Name of depositor: UNISON INVESTMENT TRUSTS LTD.

C. Complete address of depositor's principal executive office:
UNISON INVESTMENT TRUSTS LTD.
201 Progress Parkway
Maryland Heights, Missouri 63043

D. Name and complete address of agent for service:
UNISON INVESTMENT TRUSTS LTD.
Attention: Lawrence R. Sobol
201 Progress Parkway
Maryland Heights, Missouri 63043

Send copies of all communications to:
BRYAN CAVE
Attention: Joseph F. Mueller
One Metropolitan Square
211 North Broadway, Suite 3600
St. Louis, Missouri 63102-2750

E. Title and amount of securities being registered:
AN INDEFINITE AMOUNT OF UNITS OF CENTRAL EQUITY TRUST, WORLDWIDE SERIES 1
(Utility and Telecommunications Portfolio) PURSUANT TO RULE 24f-2
PROMULGATED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED.

F. Proposed maximum aggregate offering price to the public of the securities
being registered: INDEFINITE.

G. Amount of filing fee: $500.00

(previously paid).<R/>

H. Approximate date of proposed public offering:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION
STATEMENT.

The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 9(a),
may determine.
<PAGE> 2

CENTRAL EQUITY TRUST, WORLDWIDE SERIES 1
Utility and Telecommunications Portfolio
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 Item Number Form S-6 Heading in Prospectus
- --------------------------------------- -------------------------------------

I. Organization and General Information

1. (a) Name of Trust.................. Prospectus Front Cover

(b) Title of securities issued..... Prospectus Front Cover

2. Name and address of Depositor...... Miscellaneous - The Sponsor

3. Name and address of Trustee........ Miscellaneous - The Trustee

4. Name and address of principal
underwriter........................ Miscellaneous - Underwriting

5. Organization of trust.............. Introduction
Status of the Trust Under New York
State and City Law

6. Execution and termination of Trust
Indenture and Agreement............ Summary of Essential Information
Introduction
Administration of the Trust -
Amendment or Termination

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
trust's securities................. Summary of Essential Information
The Trust
Public Offering
Federal Taxation
Rights of Unitholders
Trust Operating Expenses
Administration of the Trust

<PAGE> 3

11. Type of securities comprising
units.............................. Summary of Essential Information -
The Trust
- The Objectives
- Certain Risks
Schedule of Trust Securities
The Trust - Summary of Description of
the Portfolio
- Objectives and Securities
Selection

12. Certain information regarding
periodic payment certificates...... *

13. (a) Load, fees, expenses, etc...... Summary of Essential Information -
Public Offering Price;
Sales Charge
Schedule of Trust Securities
Public Offering
Trust Operating Expenses
Administration of the Trust -
Distributions of Income and
Capital
- Reports to Unitholders
Miscellaneous - Underwriting

(b) Certain information regarding
periodic payment certificates.. *

(c) Certain percentages............ Summary of Essential Information -
Public Offering Price;
Sales Charge
Public Offering - Public Offering
Price
- Secondary Market
Rights of Unitholders - Reinvestment
Option

(d) Price to affiliates............ Summary of Essential Information -
Public Offering Price;
Sales Charge
Public Offering - Public Offering
Price
Rights of Unitholders - Reinvestment
Option

(e) Other expenses and fees........ *

(f) Certain profits receivable by
the depositor, principal
underwriter, trustee or
affiliated persons............. Public Offering - Secondary Market
- Profit of Sponsor and
Underwriter
Administration of the Trust -
Distribution of Income and
Capital

<PAGE> 4

(g) Ratio of annual charges to
income......................... *

14. Issuance of trust's securities..... Summary of Essential Information -
The Trust
Introduction
Rights of Unitholders - Units
- Reinvestment Option
Administration of the Trust -
Administration of the
Portfolio

15. Receipt and handling of payments
from purchasers.................... Public Offering - Public Offering
Price
- Secondary Market
- Profit of Sponsor and
Underwriter
Rights of Unitholders - Units
- Reinvestment Option

16. Acquisition and disposition of
underlying securities.............. Summary of Essential Information -
Certain Risks
- Underwriting
Introduction
The Trust - Summary Description of
the Portfolio
- Objectives and Securities
Selection
Rights of Unitholders - Redemption of
Units
Administration of the Trust -
Administration of the
Portfolio
- Amendment or Termination
Miscellaneous - The Trustee
- The Sub-Custodians

17. Withdrawal or redemption........... Summary of Essential Information -
Market for Units
Public Offering
Federal Taxation
Rights of Unitholders - Units
- Redemption of Units
Trust Operating Expenses
Administration of the Trust

18. (a) Receipt and disposition of
income......................... Summary of Essential Information -
Distributions
- Units
- Certain Risks
Introduction
The Trust - Summary Description of
the Portfolio

<PAGE> 5

Federal Taxation
Status of Trust Under New York State
and City Law
Rights of Unitholders - Units
- Redemption of Units
Trust Operating Expenses
Miscellaneous - The Sub-Custodians

(b) Reinvestment of distributions.. Rights of Unitholders - Reinvestment
Option

(d) Schedule of distributions...... *

19. Records, accounts and reports...... Rights of Unitholders - Units
Administration of the Trust -
Distributions of Income and
Capital
- Administration of the Portfolio
- Reports to Unitholders
- Amendment or Termination
Miscellaneous - The Trustee
- The Sub-Custodians

20. (a) Amendments..................... Administration of the Trust -
Amendment or Termination

(b) Extension or Termination....... Administration of the Trust -
Amendment or Termination

(e) and (f) Removal or Resignation
of Sponsor..................... Miscellaneous - The Sponsor

21. Loans to security holders.......... *

22. Limitations on liability........... Public Offering - Secondary Market
The Trust - Summary Description of
the Portfolio
- Objectives and Securities
Selection
Rights of Unitholders - Units
- Certain Limitations
Trust Operating Expenses -
Miscellaneous Expenses
Administration of the Trust -
Limitation on Liabilities

23. Bonding arrangements............... *

24. Other material provisions of Trust
Indenture Agreement................ *

<PAGE> 6

III. Organization, Personnel and Affiliated Persons of Depositor

25. Organization of Depositor.......... Miscellaneous - The Sponsor

26. Fees received by Depositor......... Summary of Essential Information
Trust Operating Expenses - Fees

27. Business of Depositor.............. Administration of the Trust -
Administration of the
Portfolio
Miscellaneous - The Sponsor

28. Certain information as to
officials and affiliated persons
of Depositor....................... Miscellaneous - The Sponsor

29. Voting securities of Depositor..... Miscellaneous - The Sponsor

30. Person controlling Depositor....... *

31. Payments by Depositor for certain
services rendered to trust......... *

32. Remuneration of directors of
Depositor for certain services
rendered to trust.................. *

33. Remuneration of employees for
certain services rendered to
trust.............................. *

34. Remuneration of other persons for
certain services rendered to
trust.............................. *

IV. Distribution and Redemption of Securities

35. Distribution of trust's securities
by States.......................... Public Offering - Public Distribution

36. Suspension of sales of trust's
securities......................... *

37. Revocation of authority to
distribute......................... *

38. (a) Method of distribution......... Summary of Essential Information -
Underwriting
The Trust - Summary Description of
the Portfolio
Public Offering - Public Offering
Price
- Public Distribution
Rights of Unitholders - Units

(b) Underwriting agreements........ Summary of Essential Information -
Underwriting

<PAGE> 7

Public Offering - Public Offering
Price
- Public Distribution
- Profit of Sponsor and
Underwriter
Miscellaneous - Underwriting

39. (a) Organization of principal
underwriter.................... Miscellaneous - Underwriting

(b) N.A.S.D. membership by
principal underwriter.......... Miscellaneous - The Sponsor

40. Certain fees received by principal
Underwriter........................ *

41. (a) Business of principal
underwriter.................... *

(b) Branch offices of principal
underwriter.................... *

42. Ownership of trust's securities by
certain persons.................... *

43. Certain brokerage commissions
received by principal underwriter.. *

44. (a) Method of valuation............ Summary of Essential Information
The Trust
Public Offering - Public Offering
Price
Rights of Unitholders - Redemption of
Units

(b) Schedule as to offering price.. *

45. Suspension of redemption rights.... *

46. (a) Redemption valuation........... Summary of Essential Information
Public Offering - Public Offering
Price
Rights of Unitholders - Redemption of
Units

(b) Schedule as to redemption
price.......................... *

<PAGE> 8

47. Maintenance of position in
underlying securities.............. Public Offering - Profit of Sponsor
and Underwriter

V. Information Concerning the Trustee or Custodian

48. Organization and regulation of
Trustee............................ Miscellaneous - The Trustee
- The Sub-Custodians

49. Fees and expenses of Trustee....... Summary of Essential Information
Trust Operating Expenses - Fees
Miscellaneous - The Trustee

50. Trustee's lien..................... Trust Operating Expenses - Fees
- Miscellaneous Expenses

VI. Information Concerning Insurance of Holders of Securities

51. Insurance of holders of trust's
securities......................... *

VII. Policy of Registrant

52. (a) Provisions of trust agreement
with respect to selection or
elimination of underlying
securities..................... The Trust - Summary Description of
the Portfolio
- Objectives and Securities
Selection
Administration of the Trust -
Administration of the
Portfolio

(b) Transactions involving
elimination of underlying
securities..................... *

(c) Policy regarding substitution
or elimination of underlying
securities..................... The Trust - Summary Description of
the Trust
- Objectives and Securities
Selection
Administration of the Trust -
Administration of the
Portfolio

(d) Fundamental policy not
otherwise covered.............. *

53. Tax status of trust................ Federal Taxation
Status of the Trust Under New York
State and City Law

<PAGE> 9

VIII. Financial and Statistical Information

54. Trust's securities during last
ten years.......................... *

55. Certain information regarding
periodic payment certificates...... *

56. Certain information regarding
periodic payment certificates...... *

57. Certain information regarding
periodic payment certificates...... *

58. Certain information regarding
periodic payment certificates...... *

59. Financial statements (Instruction
1(b) to Form S-6).................. Report of Independent Public
Accountants Statement of
Financial Condition

________________

[FN]

* Inapplicable, omitted, answer negative or not required.

<PAGE> 10

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION, PRELIMINARY PROSPECTUS DATED MAY 11, 1994

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

THIS PROSPECTUS CONSISTS OF TWO PARTS. PART A CONTAINS A SUMMARY OF ESSENTIAL
INFORMATION AND DESCRIPTIVE MATERIAL RELATING TO THE TRUST, THE TRUST'S
PORTFOLIO AND A STATEMENT OF FINANCIAL CONDITION OF THE TRUST. PART B CONTAINS
A GENERAL DESCRIPTION OF THE TRUST. PART A MAY NOT BE DISTRIBUTED UNLESS
ACCOMPANIED BY PART B.

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

CENTRAL EQUITY TRUST
WORLDWIDE SERIES 1
[LOGO]*
______________ Units
Utility And Telecommunications Portfolio

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

The Trust is formed for the purpose of providing current income and the
potential for capital appreciation through investment in a fixed portfolio
which may consist of common stocks, American Depositary Receipts
("ADRs") and convertible securities (collectively, the "Securities") issued by
domestic and foreign electric, gas, water and telecommunications companies (the
"Portfolio"). The Securities may provide income or have the potential for
capital appreciation or both. Certain Securities on deposit in the Portfolio
may be restricted securities under Rule 144A of the Securities Act of 1933. See
"The Trust -- Summary Description of the Portfolio" in Part B. The issuers,
whether foreign or domestic, of the Securities in the Portfolio (including
issuers of common stock underlying any ADRs) are collectively referred to
herein as the "Issuers". The value of the Units of the Trust will fluctuate
with the value of the Portfolio.

An investment in units of the Trust entails certain risks which should
be understood before investing. See "Summary of Essential Information -- Risks"
in Part A and "The Trust -- Summary Description of the Portfolio and Risks
Associated Therewith" and "The Trust -- Risks and Other Considerations
Concerning Electric, Gas, Water and Telecommunications Industries" in
Part B.

Unless terminated earlier, the Trust will terminate on _____________, 2001
and any Securities then held will, within a reasonable time thereafter, be sold
by the Trustee. Any Securities sold in connection with termination of the Trust
will be sold at the then current market value for such Securities, therefore,
the amount distributable in cash to a Unitholder may be more or less than the
amount such Unitholder paid for his Units.

<PAGE> 11

NEITHER THESE TRANSACTIONS NOR THE SECURITIES OFFERED HEREBY HAVE 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
FAIRNESS OR MERITS OF THESE TRANSACTIONS OR UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

Sponsor:
UIT
Unison Investment Trusts Ltd.

Prospectus Part A dated ____________________, 1994

Read and retain both parts of the Prospectus for further reference.

<PAGE> 12

- -------------------------------------------------------------------------------
Parts A and B of this Prospectus do not contain all of the information with
respect to the Trust and the Sponsor set forth in the registration statement
and exhibits relating thereto which have been filed with the Securities and
Exchange Commission, Washington, D.C. under the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended, and to which
reference is hereby made.
- -------------------------------------------------------------------------------

CENTRAL EQUITY TRUST
WORLDWIDE SERIES 1
UTILITY AND TELECOMMUNICATIONS PORTFOLIO

TABLE OF CONTENTS
-----------------

PART A

SUMMARY OF ESSENTIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . 14
The Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
The Objectives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Distributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Public Offering Price; Sales Charge. . . . . . . . . . . . . . . . . . . 17
Units. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Market for Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Risks. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Trust Summary as of the Date of Deposit. . . . . . . . . . . . . . . . . 19
Exchange Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS . . . . . . . . . . . . . . . . . . 22
STATEMENT OF FINANCIAL CONDITION . . . . . . . . . . . . . . . . . . . . . . 23
SCHEDULE OF TRUST SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . 24
ISSUERS OF SECURITIES IN THE PORTFOLIO . . . . . . . . . . . . . . . . . . . 26

PART B

INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
THE TRUST. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Summary Description of the Portfolio and Risks Associated
Therewith . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Risks and Other Considerations Concerning Electric, Gas, Water
and Telecommunications Industries . . . . . . . . . . . . . . . . . 41
Objectives and Securities Selection. . . . . . . . . . . . . . . . . . . 44
PUBLIC OFFERING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Public Offering Price. . . . . . . . . . . . . . . . . . . . . . . . . . 45
Public Distribution. . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Secondary Market . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Profit of Sponsor and Underwriter. . . . . . . . . . . . . . . . . . . . 47
FEDERAL TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
General Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Taxation of Trust Distributions. . . . . . . . . . . . . . . . . . . . . 48
Unitholder's Tax Basis in Units. . . . . . . . . . . . . . . . . . . . . 49
Sale, Exchange or Redemption of Units. . . . . . . . . . . . . . . . . . 49
Tax Consequences of In Kind Distributions. . . . . . . . . . . . . . . . 49
Investment in Foreign Securities and ADRs. . . . . . . . . . . . . . . . 50
Convertible Securities, Preferred Stock Redemption Premium . . . . . . . 50
Back-Up Withholding. . . . . . . . . . . . . . . . . . . . . . . . . . . 51

<PAGE> 13

STATUS OF THE TRUST UNDER NEW YORK STATE AND CITY LAW. . . . . . . . . . . . 51
RIGHTS OF UNITHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Units. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Certain Limitations. . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Redemption of Units. . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Reinvestment Option . . . . . . . . . . . . . . . . . . . . . . . . . . 55
TRUST OPERATING EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Initial Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Miscellaneous Expenses . . . . . . . . . . . . . . . . . . . . . . . . . 57
ADMINISTRATION OF THE TRUST. . . . . . . . . . . . . . . . . . . . . . . . . 57
Records and Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Distributions of Income and Capital. . . . . . . . . . . . . . . . . . . 57
Administration of the Portfolio. . . . . . . . . . . . . . . . . . . . . 58
Reports to Unitholders . . . . . . . . . . . . . . . . . . . . . . . . . 59
Amendment or Termination . . . . . . . . . . . . . . . . . . . . . . . . 60
Limitations on Liabilities . . . . . . . . . . . . . . . . . . . . . . . 61
MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
The Sponsor. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
The Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
The Sub-Custodians . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64

<PAGE> 14

SUMMARY OF ESSENTIAL INFORMATION
CENTRAL EQUITY TRUST
WORLDWIDE SERIES 1
UTILITY AND TELECOMMUNICATIONS PORTFOLIO
AS OF __________, 1994 (1)

Number of Units (2) ............................................
Fractional Undivided Interest in the Trust Represented by
Each Unit..................................................... 1/ th
Public Offering Price:
Aggregate market value of Securities in the Trust (3)(4)........ $
Divided by __________ Units (times 100 Units)................... $
Plus Sales Charge (5) of 4.9% of Public Offering Price
(approximately 5.15% of Trust assets as determined by the
Trustee) per 100 Units........................................ $
-------------
Public Offering Price per 100 Units (4)(5)...................... $
-------------
Redemption Price per 100 Units (6) ....................... $
=============

Evaluation Time........................ Close of trading on the New York
Stock Exchange (currently 4:00 P.M.
New York time).
Record Dates........................... The first day of __________, 1994
(the "First Record Date") and
quarterly thereafter.
Distribution Dates..................... __________ 15, 1994 and quarterly
thereafter.
Capital Distribution Dates............. On or shortly after the fifteenth day
of each June and December commencing
__________, 1994 unless the amount in
the Capital Account available to be
distributed is less than $1.00 per
100 Units outstanding or earlier if
the amount is greater than $10.00 per
100 Units outstanding.
Mandatory Termination Date............. __________ 1, 2001.
Minimum Termination Value.............. The Trust Agreement may be terminated
by the Sponsor if the market value of
the Trust at any time is less than
[If the market value of Securities
deposited in the Trust on the Date of
Deposit is $3,000,000 or less,
insert: "80% of the market value of
the Securities deposited in the Trust
on the Date of Deposit."] [If the
market value of Securities deposited
in the Trust on the Date of Deposit
is greater than $3,000,000, insert:
"$2,500,000."]
Trustee's Fee and Estimated
Expenses (7)......................... $__________ per Unit per annum.
Sponsor's Annual Portfolio
Supervision Fee...................... $.50 per 100 Units, maximum of $.60
per 100 Units.
First Settlement Date.................. __________, 1994.

<PAGE> 15

- ----------
[FN]

(1) The Business Day prior to the date of Part A of this Prospectus (the "Date
of Deposit"). The Trust Agreement was signed and the deposit of Securities
with the Trustee was made on the date of Part A of this Prospectus.

(2) The number of Units will be increased as the Sponsor deposits additional
Securities into the Trust. (See "Introduction" in Part B.)

(3) Securities listed on a securities exchange are valued by the Trustee at the
last closing sale price, or if no such price exists, at the mean between
the closing bid and offer prices or other bases. (See "Rights of
Unitholders -- Redemption of Units" in Part B.)

(4) On the Initial Date of Deposit there will be no accumulated dividends or,
to the extent Securities include convertible debt securities, accrued
interest in the Income Account. Anyone purchasing Units after such date
will pay a pro rata share of any accumulated dividend, accrued interest and
amounts, if any, receivable in respect of Securities trading ex-dividend in
such Income Account and a pro rata share of amounts, if any, in the Capital
Account. The Public Offering Price as shown reflects the value of the
Securities as of the close of business on the day prior to the Initial Date
of Deposit. Amounts owing to the Sponsor as the sole Unitholder of record
on the Date of Deposit representing accrued interest in respect of all
Units from the Date of Deposit to the First Settlement Date for the Units
will be advanced by the Trustee to the Sponsor on such settlement date. The
Trustee will be reimbursed for such amounts so advanced from amounts in the
Trust. (See "Introduction" and "Public Offering -- Public Offering Price"
in Part B.)

(5) Certain purchasers of Units are entitled to a reduced sales charge. (See
"Public Offering -- Public Offering Price" and "Rights of Unitholders --
Reinvestment Option" in Part B.)

(6) This price is computed as of the day prior to the Date of Deposit and may
vary from such price on the date of this Prospectus or any subsequent date.

(7) The estimate of the Trustee's annual fees and expenses is based upon a
Trust with an aggregate market value of Securities deposited of up to
$__________. The Trustee's annual fees and expenses per Unit will remain
the same if no additional Securities are deposited in the Trust after the
Date of Deposit and will be $__________ per Unit per annum if the aggregate
market value of Securities deposited in the Trust is approximately
$10,000,000. The Trustee's fee for the period prior to the First Record
Date will be calculated based upon the aggregate number of Units
outstanding on the First Record Date without taking into account when such
Units were issued.

<PAGE> 16

SUMMARY OF ESSENTIAL INFORMATION

The Trust

Central Equity Trust, Worldwide Series 1, Utility and Telecommunications
Portfolio (the "Trust") is a unit investment trust composed of common stocks
and American Depositary Receipts ("ADRs") not less than 65% of
the aggregate market value of which at the date of deposit shall have been
issued by domestic and foreign electric, gas, water and telecommunications
companies. Such common stocks and ADRs, or contracts for
the purchase thereof, together with irrevocable letters of credit or cash in
amounts sufficient to make such purchases, are referred to herein as
"Securities". The Securities on deposit in the Trust are referred to
collectively as the "Portfolio". For a more detailed description of the types
of securities in the Portfolio, see "The Trust -- Summary Description of the
Portfolio" in Part B. The issuers of the Securities, which with respect to the
ADRs includes the foreign issuer of the underlying equity securities, are
collectively referred to herein as the "Issuers". (See "Summary of Essential
Information -- Risk Disclosure" herein.)

On the Date of Deposit, the Sponsor deposited with the Trustee the
Securities indicated under "Schedule of Trust Securities" herein and the
Trustee issued the number of units of beneficial interest in the Trust
("Units") set forth in the "Summary of Essential Information" herein. Cash or
letters of credit for the purchase of foreign securities may be held by a
foreign custodian on behalf of the Trustee. (See "Administration of the Trust
- -- The Sub-Custodians" herein.) At the discretion of the Sponsor, additional
Units may be issued from time to time by depositing in the Trust additional
Securities. (See "Introduction" in Part B.)

The Objectives

The objectives of the Trust are to provide investors with current income
and the potential for capital appreciation through a diversified portfolio,
not less than 65% of the market value of which at the date of deposit shall
consist of utility and telecommunications Securities issued by both foreign
and domestic Issuers. Income from common stocks is received in the form
of dividends and as distributions of dividends in the case of ADRs.
Unless the context requires otherwise, any such income from Securities is
referred to herein as "dividends". The payment of dividends, if any, on common
stocks is dependent on the amounts made available by the Issuers thereof for
distribution. Declaration of dividends will generally depend upon several
factors, including the financial condition of the Issuers and general economic
conditions. The maximization of such dividend income was not considered by the
Sponsor when selecting Securities for inclusion in the Trust and is not an
objective of the Trust, but the dividend paying ability of a company is among
the factors considered by the Sponsor in determining whether to include a
Security issued by that company in the Trust. In addition, convertible
securities are considered for inclusion in the Portfolio if the underlying
common stock offers the potential for growth in earnings and dividends and is
otherwise consistent with the purpose and objectives of the Trust. Market
conditions may cause the market value of the Securities to be greater or less
than the market value upon their deposit in the Trust. There is no guarantee
that the objectives of the Trust will be achieved. (See "The Trust --
Objectives and Securities Selection" in Part B.)

<PAGE> 17

Distributions

All Unitholders purchasing Units during the initial public offering period
and prior to the first Record Date will have the right to receive the first
distribution of income. Thereafter, Record Dates for distributions of income
will be the first day of the month in which an income distribution is to be
made. Distributions of income will be made on or shortly after the fifteenth
day of the month of distribution. Distributions of capital, if any, will be
made on or shortly after the fifteenth day of June and December. (See
"Administration of the Trust -- Distributions of Income and Capital" and
"Rights of Unitholders -- Units" in Part B.)

Public Offering Price; Sales Charge

The Units are offered for sale at the Public Offering Price which is based
on the Trustee's evaluation of the aggregate market value of the Securities
plus the amount of cash, if any, in the Income Account and the Capital Account
of the Trust (other than amounts required to be distributed by the Trustee
pursuant to the Trust Agreement) and amounts receivable in respect of
Securities trading ex-dividend on the date deposited in the Trust, and includes
a sales charge of 4.9% of the Public Offering Price (approximately 5.15% of
such evaluation). Discounts are available for certain volume purchases and to
certain Unitholders who elect to participate in the reinvestment program
offered by the Underwriter. (See "Public Offering -- Public Offering Price" and
"Rights of Unitholders -- Reinvestment Option" in Part B.)

Units

The ownership of all Units will be recorded on the books of the Trustee in
the name of Cede & Co., as nominee of Depository Trust Company ("DTC").
Investors in Units ("beneficial owners") will have their beneficial ownership
of the Units recorded on the books of the DTC participant from which the
investors purchased or with whom such investors choose to hold their Units. The
Underwriter is a DTC participant. Distributions and notices will be given by
the Trustee to DTC and the beneficial owners of Units must rely on the DTC
participants to forward distributions and notices to them. See "Rights of
Unitholders -- Units", in Part B for a more complete discussion of the
consequences of DTC ownership and the book-entry system.

Market for Units

Edward D. Jones & Co. (the "Underwriter"), though not obligated to do so,
intends to maintain a secondary market for the Units. (See "Public Offering --
Secondary Market" in Part B.) If such a market is not maintained, a Unitholder
will be able to dispose of his Units only by tendering his Units to the Trustee
for redemption at prices based on the market value of the underlying
Securities. Market conditions may cause such prices to be greater or less than
the amount paid for the Units. The Sponsor may, in its discretion, direct the
Trustee to redeem Units through an in kind distribution of Securities. (See
"Rights of Unitholders -- Redemption of Units" and "Federal Taxation -- Tax
Consequences of In Kind Distributions" in Part B.)

Risks

Set forth below is a brief description of various risks associated with
an investment in the types of Securities that may be deposited in the Trust.
For a more complete description of such risks and of risks associated with

<PAGE> 18

investments in the Utilities and Telecommunications industries see "The Trust
- -- Summary Description of the Portfolio and Risks Associated Therewith", and
"The Trust -- Risks and Other Considerations Concerning Electric, Gas, Water
and Telecommunications Industries" in Part B.

Since the Trust Portfolio consists of domestic and foreign common stocks
and ADRs, an investment in Units of the Trust should be made
with an understanding of the risks inherent in such an investment, including
risks associated with the rights of holders of common stock to receive payments
from Issuers. Such rights are inferior to those of creditors and holders of
debt obligations, including convertible securities, or preferred stock. Holders
of common stock and ADRs have rights to receive dividends only when, if, and in
the amounts, declared by the Issuer's board of directors and to participate in
amounts available for distribution only after all other claims on the Issuer
have been paid or provided for. Investors should also be aware that the market
value of the Securities may fluctuate in accordance with changes in the value
of common stocks generally. (See "The Trust -- Summary Description of the
Portfolio" and "The Trust -- Objective and Securities Selection" both in
Part B.)

In addition to the risks generally associated with the ownership of common
stock, there are additional risks associated with ownership of foreign
securities and ADRs. An ADR is a receipt issued by an American depositary,
usually a bank, which evidences ownership of foreign securities on deposit with
a foreign entity, also usually a bank, which acts as custodian of such foreign
securities and as transfer and collection agent. Often, an ADR will represent
some multiple or fraction of the underlying foreign security, for example, an
ADR may represent ten shares of the foreign Issuer's underlying common stock.

The risks associated with an investment in foreign securities and ADRs
include currency fluctuations, which affect the U.S. dollar equivalents of the
foreign securities as quoted in their local currencies and, as a result, are
likely to affect the U.S. dollar value of the foreign security and any
dividends or other payments thereon. The foreign Securities may trade on
foreign exchanges on days that Units cannot be purchased or redeemed, which
limits Unitholders' ability to respond to changes in Unit value caused by
foreign market activity. Further, the varying economic, social and political
environments of the home countries of the foreign Issuers give rise to risks
not generally associated with investments in the securities of U.S.
corporations, such as expropriation, currency exchange restrictions,
withholding taxes and the inability to enforce judgments against the Issuer.
(See "The Trust -- Summary Description of the Portfolio" in Part B.)

Owning ADRs rather than the foreign securities themselves can provide
certain benefits, including greater ease of transferability, simplified
collection and conversion of dividends paid in foreign currencies into U.S.
dollars. However, in addition to the risks involved with foreign securities
generally, the voting and other ownership rights of holders of ADRs may be
different than those of holders of the actual foreign securities. ADRs can be
sponsored or unsponsored and both may be deposited in the Trust. There are
certain differences between sponsored and unsponsored ADRs that affect the
risks associated with ADRs generally. For more information about sponsored and
unsponsored ADRs, see "The Trust -- Summary Description of the Portfolio" in
Part B.

<PAGE> 19

Holders of foreign Securities and ADRs, including holders of Units of the
Trust, will be subject to special tax consequences as a result of the receipt
of distribution payments from foreign sources. (See "Federal Taxation --
Investment in Foreign Securities and ADRs" in Part B.)

Whether or not the Securities are listed on a national exchange, the
principal trading market for the Securities may be in the over-the-counter
market. As a result, the existence of a liquid trading market for the
Securities may depend on whether dealers will make a market in the Securities.
There can be no assurance that a market will be made for any of the Securities,
that any market for the Securities will be maintained or of the liquidity of
the Securities in any markets made.

Underwriting

The Underwriter, Edward D. Jones & Co., has agreed to purchase all of the
Units. None of the Securities in the Trust were acquired through the
Underwriter's participation as sole underwriter or manager or as a member of
the underwriting syndicate for the public offering of such Securities. An
underwriter typically purchases securities, such as the Securities, from the
issuer on a negotiated or competitive bid basis in order to market such
securities to investors at a profit.

Trust Summary as of the Date of Deposit

The Trust contains __________ issues of Securities. On the Business Day
prior to the Date of Deposit, __________% of the aggregate market value of the
Securities were issued by entities located in __________. Such concentration
may involve more risk than if such Securities were issued by issuers located in
several jurisdictions. On the Business Day prior to the Date of Deposit, the
aggregate market value of the Securities in the Trust was $__________.

The Securities are listed or traded as follows:

Portfolio Numbers % of Aggregate
Market Value of Trust
----------------- ---------------------
Listed on a U. S. National Exchange.. %
Listed on a Foreign National
Exchange........................... %
Over-the-Counter..................... %

----- ----
100%
===== ====

<PAGE> 20

On the initial Date of Deposit the distribution of Securities by type of
issuer were as follows:

Portfolio Numbers % of Aggregate
Market Value of Trust
----------------- ---------------------
Electric............................. %
Gas.................................. %
Water................................ %
Combination -- Gas and Electric...... %
Telecommunications................... %
----- ----
100%
===== ====

Portfolio Numbers % of Aggregate
Market Value of Trust
----------------- ---------------------
Countries Represented

Canada............................. %
Hong Kong.......................... %
Mexico............................. %
Spain.............................. %
United Kingdom..................... %

United States...................... %
----- ----
100%
===== ====

Exchange Rates

The following table sets forth the quarterly high and low United States
dollar exchange rates for the past seven years for the currencies in which
foreign Securities in the Portfolio are denominated. Fluctuations in or
stability of rates during the period shown are not necessarily indicative of
fluctuations in or stability of exchange rates over the term of the Trust. The
table shows U.S. Dollars received for 100 foreign currency units.

CANADIAN HONG KONG MEXICAN SPANISH BRITISH
DOLLAR DOLLAR PESO PESETA POUND
-------------- -------------- -------------- -------------- --------------
High Low High Low High Low High Low High Low
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

Mar. 31, 1987 76.56 72.53 12.95 12.75 109.40 89.40 0.79 0.76 161.70 156.25
Jun. 30, 1987 76.81 74.21 13.26 12.75 94.00 74.60 0.81 0.73 166.30 159.82
Sep. 30, 1987 76.42 74.76 12.86 11.84 73.90 63.30 0.83 0.78 166.00 162.70
Dec. 31, 1987 77.17 75.27 12.96 12.71 63.50 38.40 0.93 0.81 188.50 179.50
Mar. 31, 1988 80.87 79.95 12.92 12.73 45.30 43.10 0.92 0.86 186.91 176.80
(Continued)

<PAGE> 21

Jun. 30, 1988 83.13 81.05 12.86 12.68 44.80 43.40 0.91 0.82 182.41 170.21
Sep. 30, 1988 83.63 80.66 12.91 12.66 62.50 43.00 0.83 0.79 170.47 166.72
Dec. 31, 1988 84.41 80.89 12.87 12.76 43.90 42.60 0.89 0.81 187.12 178.41
Mar. 31, 1989 84.73 83.14 12.88 12.72 43.80 41.50 0.89 0.85 172.53 168.52
Jun. 30, 1989 84.55 82.69 13.05 12.66 41.80 39.50 0.87 0.77 159.31 150.80
Sep. 30, 1989 85.41 83.66 12.87 12.74 40.70 38.30 0.86 0.80 162.15 153.65
Dec. 31, 1989 86.40 84.91 12.91 12.74 38.60 37.10 0.92 0.82 162.60 156.20
Mar. 31, 1990 86.51 82.89 12.80 12.77 38.10 35.90 0.93 0.92 166.47 159.71
Jun. 30, 1990 86.28 84.00 12.90 12.77 36.10 34.90 0.98 0.92 174.61 167.47
Sep. 30, 1990 88.44 85.41 12.88 12.83 37.20 34.30 1.05 0.98 191.97 184.77
Dec. 31, 1990 87.22 85.03 12.89 12.80 35.00 33.40 1.08 1.02 195.31 187.40
Mar. 31, 1991 87.07 85.87 12.85 12.81 34.00 31.90 1.10 0.94 190.15 173.55
Jun. 30, 1991 87.63 86.26 12.97 12.82 33.70 33.00 0.97 0.88 170.35 161.05
Sep. 30, 1991 88.33 86.23 12.92 12.86 33.50 32.60 0.95 0.87 175.16 169.31
Dec. 31, 1991 89.27 86.15 12.92 12.83 33.40 32.20 1.04 0.93 188.57 177.11
Mar. 31, 1992 87.64 83.28 12.96 12.85 34.10 32.10 1.04 0.94 175.40 170.01
Jun. 30, 1992 84.76 82.92 12.94 12.89 32.70 32.00 1.04 0.97 190.87 181.65
Sep. 30, 1992 84.64 79.80 12.95 12.85 32.70 32.00 1.11 0.94 200.40 170.73
Dec. 31, 1992 81.07 77.54 12.93 12.84 32.70 31.80 1.01 0.86 159.85 149.62
Mar. 31, 1993 80.48 77.82 12.94 12.92 32.77 31.56 0.90 0.84 151.23 143.30
Jun. 30, 1993 79.66 77.93 12.95 12.88 32.41 31.86 0.88 0.76 155.00 146.93
Sep. 30, 1993 78.26 74.93 12.94 12.88 32.26 31.92 0.78 0.69 155.10 149.63
Dec. 31, 1993 77.41 74.37 12.95 12.93 32.32 30.99 0.77 0.70 150.84 147.64
Mar. 31, 1994 76.49 72.27 12.95 12.90 32.21 29.78 0.73 0.69 150.30 147.55

Source: FactSet Data Systems, Inc.

</TABLE>

<PAGE> 22

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Partners of Unison Investment Trusts Ltd., The Bank of New York and the
Unitholders of Central Equity Trust, Worldwide Series 1, Utility and
Telecommunications Portfolio:

We have audited the statement of financial condition and the related
schedule of trust securities (included in the prospectus herein) of Central
Equity Trust, Worldwide Series 1, Utility and Telecommunications Portfolio as
of __________, 1994. These financial statements are the responsibility of
Unison Investment Trusts Ltd., the Sponsor. Our responsibility is to express an
opinion on these 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. 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. In addition, the irrevocable letter of credit
arrangement for the purchase of securities, described in Note (a) to the
statement of financial condition, was confirmed by direct correspondence with
the Trustee. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Central Equity Trust,
Worldwide Series 1, Utility and Telecommunications Portfolio as of __________,
1994, in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN & CO.

St. Louis, Missouri
__________, 1994

<PAGE> 23

STATEMENT OF FINANCIAL CONDITION
CENTRAL EQUITY TRUST
WORLDWIDE SERIES 1
UTILITY AND TELECOMMUNICATIONS PORTFOLIO
AS OF DATE OF DEPOSIT, __________, 1994

TRUST PROPERTY

Securities and Sponsor's Contracts to Purchase Securities (a).. $
==============

INTEREST OF UNITHOLDERS

Units of fractional undivided interest outstanding:
Cost to investors (a)(b)..................................... $
Less: Gross underwriting commissions (c)..................... ( )
--------------
Total................................................ $
==============

__________

[FN]

(a) The aggregate market value of the Securities and Securities represented by
contracts to purchase listed under "Schedule of Trust Securities" included
in Part A and their cost to the Trust are the same. The market value is
determined by the Trustee on the basis set forth under "Public Offering --
Public Offering Price" in Part B. An irrevocable letter of credit drawn on
Mercantile Bank of St. Louis National Association in the amount of
$__________ has been deposited with the Trustee.

(b) The aggregate Public Offering Price is computed on the basis set forth
under "Public Offering -- Public Offering Price" in Part B.

(c) The aggregate sales charge of 4.9% of the Public Offering Price per Unit is
computed on the basis set forth under "Public Offering -- Public Offering
Price" in Part B.

<PAGE> 24

<TABLE>
<CAPTION>
SCHEDULE OF TRUST SECURITIES
CENTRAL EQUITY TRUST
WORLDWIDE SERIES 1
UTILITY AND TELECOMMUNICATIONS PORTFOLIO
__________, 1994

Percentage Cost of
of Trust Securites
Portfolio Number Name of Issuer of Securities or Based on to
Number of Shares Securities Contracted For (1)(2) Shares Trust (3)
- --------- --------- ------------------------------------------ ---------- ---------
<C> <C> <C> <C> <C>

1 AT&T Corporation % $
2 ALLTEL Corp.
3 American Water Works Company, Inc.
4 Ameritech Corporation
5 Bay State Gas Company
6 Cable and Wireless plc (4)
7 Central & South West Corporation
8 China Light & Power Limited (5)
9 Consumers Gas Limited
10 DPL, Inc.
11 Duke Power Company
12 Empresa Nacional de Electricidad (4)
13 Enron Corporation
14 Entergy Corporation
15 Equitable Resources Incorporated
16 GTE Corporation
17 Hong Kong Electric Holdings Ltd. (4)
18 Hong Kong Telecommunications Limited (4)
19 Indiana Energy Incorporated
20 KN Energy, Inc.
21 London Electricity plc
22 Midlands Electricity plc (4)
23 NIPSCO Industries, Inc.
24 National Power plc (4)
25 NORWEB plc (4)
26 Pacific Gas & Electric Company
27 Pennsylvania Power & Light Company
28 PowerGen plc (4)
29 The Southern Company
30 Southern Electric plc
31 Southern Indiana Gas & Electric Company
32 Southwestern Bell Corporation
33 TECO Energy, Inc.
34 Telefonos de Mexico, S.A. de C.V. (4)
35 TransCanada PipeLines Limited
36 U S West Inc.
37 Union Electric Company
38 Welsh Water plc
39 Western Resources, Inc.
(Continued)

<PAGE> 25

40 Wisconsin Energy Corporation
--------- ---------- ---------
100% $
========= ========== =========

- ----------
<FN>

(1) The Securities were acquired between __________, 1994 and __________, 1994.

(2) All the Securities are represented by contracts to purchase.

(3) Valuation of Securities by the Trustee was made on the basis of the closing sale price on the securities exchange
on which they are listed on the day prior to the Date of Deposit, or, if no such price was available, the mean
between the closing bid and offer prices on the day prior to the Date of Deposit or other bases. The
aggregate purchase price to the Sponsor for the Securities deposited in the Trust is
$<MU><~><~><~><~><~><~><~><~><~><D> and the Sponsor's net [profit/loss] on deposit is $__________.

(4) Sponsored ADR. (See "The Trust -- Summary Description of the Portfolio and Risks Associated Therewith -- American
Depositary Receipts" in Part B.)

(5) Unsponsored ADR. (See "The Trust -- Summary Description of the Portfolio and Risks Associated Therewith --
American Depositary Receipts" in Part B.)

</TABLE>

<PAGE> 26

ISSUERS OF SECURITIES IN THE PORTFOLIO

The Sponsor anticipates that as of the initial Date of Deposit the Issuers
of the Securities will be the companies described below. However, depending
upon the availability of the Securities, the actual companies and the number of
companies represented may vary. The quality of the Securities in the final
Portfolio will be comparable to the quality of the Securities issued by the
companies described below.

AT&T Corporation

New York, New York. Dividends paid since 1984. AT&T is an industry leader
involved in moving and managing information via interstate and international
long distance telecommunications services, as well as systems, products and
services that combine communications and computers.

ALLTEL Corp.

Little Rock Arkansas. Dividends paid since 1961. ALLTEL provides local and
long-distance telephone service to more than 1.2 million customers in 25 of the
United States.

American Water Works Company, Inc.

Voorhees, New Jersey. Dividends paid since 1948. American Water Works is
the largest investor-owned water company in the United States operating more
than 100 water systems in 20 states.

Ameritech Corporation

Chicago, Illinois. Dividends paid since 1984. Ameritech is engaged in
providing exchange telecommunications and exchange access service to more than
12 million customers throughout the Great Lakes region of the United States.

Bay State Gas Company

Westborough, Massachusetts. Dividends paid since 1853. Bay State Gas
Company distributes natural gas to more than 264,000 customers in parts of
Maine, Massachusetts and New Hampshire.

Cable and Wireless plc

London, England. Dividends paid since 1979. Cable and Wireless provides
telecommunication services, including telephone services in the United Kingdom
and internationally. Cable and Wireless also operates worldwide digital radio
and fiber optic submarine cables.

Central & South West Corporation

Dallas, Texas. Dividends paid since 1946. Central & South West is a public
utility holding company which engages in generating, purchasing and
distributing electricity. It's service area has a population of more than 4.1
million and covers 152,000 square miles.

<PAGE> 27

China Light & Power Limited

Hong Kong. Dividends paid since 1974. China Light & Power is engaged in the
generation and supply of electricity in Kowloon and the New Territories in Hong
Kong.

Consumers Gas Limited

Toronto, Ontario, Canada. Dividends paid since 1981. Consumers Gas is
engaged in the distribution of gas, as well as in the exploration for and
production of oil and gas. Consumers Gas serves more than 1 million customers
in central and eastern Ontario.

DPL, Inc.

Dayton, Ohio. Dividends paid since 1919. DPL provides electric service to
an approximate area of 6,000 square miles in west central Ohio, as well as gas
service in 16 counties in Ohio.

Duke Power Company

Charlotte, North Carolina. Dividends paid since 1926. Duke Power provides
electricity to 4.5 million people in a 20,000 square mile area of central North
Carolina and western South Carolina.

Empresa Nacional de Electricidad

Madrid, Spain. Dividends paid since 1988. Empresa Nacional De Electricidad
generates electricity for sale to major distribution electric utilities in
Spain. The company, together with its subsidiaries, called ENDESA, is the
largest producer of electricity in Spain.

Enron Corporation

Houston, Texas. Dividends paid since 1935. Enron is in the business of
gathering, transportation and wholesale marketing of natural gas. Enron
operates a 44,000 mile pipeline system on two continents.

Entergy Corporation

New Orleans, Louisiana. Dividends paid since 1988. Entergy supplies
electricity to portions of Arkansas, Louisiana, Mississippi and Missouri
through its four subsidiaries.

Equitable Resources Incorporated

Pittsburgh, Pennsylvania. Dividends paid since 1950. This natural gas
distributor provides services to 263,000 residential, industrial and commercial
customers in parts of Pennsylvania, West Virginia and Kentucky.

GTE Corporation

Stamford, Connecticut. Dividends paid since 1936. GTE owns the largest
non-Bell telecommunication system and serves more than 20 million access lines
in 40 of the United States.

<PAGE> 28

Hong Kong Electric Holdings Ltd.

Hong Kong. Dividends paid since 1979. Hong Kong Electric's principal
activities are the generation and supply of electricity to Hong Kong and China.

Hong Kong Telecommunications Limited

Hong Kong. Dividends paid since 1989. Hong Kong Telecommunications has
exclusive franchises for local and international telecommunications services in
Hong Kong. The company has 2.82 million lines in service, which equates to
approximately 64 lines per 100 customers.

Indiana Energy Incorporated

Indianapolis, Indiana. Dividends paid since 1946. Indiana Energy is a
holding company whose main subsidiary, Indiana Gas, distributes natural gas in
lower two-thirds of Indiana.

KN Energy, Inc.

Lakewood, Colorado. Dividends paid since 1937. KN Energy is a natural gas
services company operating in more than 330 communities serving more than 226,
000 customers in Colorado, Kansas, Nebraska and Wyoming.

London Electricity plc

London, England. Dividends paid since 1989. London Electricity is in the
business of licensed distribution and supply of electricity to commercial,
domestic and industrial customers within the London area.

Midlands Electricity plc

Halesowen, West Midlands, England. Dividends paid since 1990. Midlands
Electricity distributes and supplies electricity, supplies natural gas,
electrical contracting and appliance retailing and servicing to the United
Kingdom.

NIPSCO Industries, Inc.

Hammond, Indiana. Dividends paid since 1944. NIPSCO is the holding company
for Northern Indiana Public Service which supplies electricity and natural gas
to 2.2 million customers in 30 northern communities of Indiana.

National Power plc

Wiltshire, England. Dividends paid since 1990. National Power's principal
business is the generation and sale of electricity; import of coal; and
purchase of gas throughout the United Kingdom.

NORWEB plc

Manchester, Lancashire, England. Dividends paid since 1990. Norweb is
involved in the generation, distribution and supply of electricity to the
northwest region of the United Kingdom. It also provides electrical
contracting, and electrical appliance retail and service.

<PAGE> 29

Pacific Gas & Electric Company

San Francisco, California. Dividends paid since 1919. Pacific Gas &
Electric provides electricity and natural gas to more than 7.5 million
customers in an area of northern and central California which includes the
cities of Oakland, San Francisco and San Jose.

Pennsylvania Power & Light Company

Allentown, Pennsylvania. Dividends paid since 1946. Pennsylvania Power &
Light supplies electricity to approximately 1.2 million customers in 29
counties in east central Pennsylvania.

PowerGen plc

London, England. Dividends paid since 1990. PowerGen is engaged in the
generation and sale of electricity throughout the United Kingdom.

The Southern Company

Atlanta, Georgia. Dividends paid since 1948. The Southern Company's five
subsidiaries supply electricity to 11 million customers across 120,000 square
miles in Alabama, Florida, Georgia and Mississippi.

Southern Electric plc

Maidenhead, Berkshire, England. Dividends paid since 1990. Southern
Electric is engaged in the generation of electricity, electrical and utility
contracting, electrical retailing, building environmental control systems and
gas marketing in the United Kingdom.

Southern Indiana Gas & Electric Company

Evansville, Indiana. Dividends paid since 1944. Southern Indiana Gas &
Electric sells electricity and gas to 212,000 customers in southwestern
Indiana.

Southwestern Bell Corporation

San Antonio, Texas. Dividends paid since 1984. Via its 12.8 million access
lines, Southwestern Bell provides communication services in Arkansas, Kansas,
Missouri, Oklahoma and Texas.

TECO Energy, Inc.

Tampa, Florida. Dividends paid since 1900. TECO's principal subsidiary,
Tampa Electric, sells electricity to nearly 500,000 customers in central west
Florida.

Telefonos de Mexico, S.A. de C.V.

Mexico City, Mexico. Dividends paid since 1986. Telefonos de Mexico,
Mexico's third largest company, provides all national and international long
distance as well as local telephone service to approximately 7,320 communities
throughout Mexico.

<PAGE> 30

TransCanada PipeLines Limited

Calgary, Alberta, Canada. Dividends paid since 1964. TransCanada PipeLines
owns and operates a pipeline system to transport natural gas from western
Canada to domestic and United States markets.

U S West Inc.

Englewood, Colorado. Dividends paid since 1984. U S West, a regional
telephone holding company, has more than 12.9 million access lines in service
to 14 western states.

Union Electric Company

St. Louis, Missouri. Dividends paid since 1906. Union Electric supplies
electric and gas service to the metropolitan St. Louis area and nine Missouri
counties with a population of 2.7 million.

Welsh Water plc

Powys, Wales, England. Dividends paid since 1990. Welsh Water is engaged in
water and sewerage based activities and provides a range of engineering and
environmental services throughout Wales and internationally.

Western Resources, Inc.

Topeka, Kansas. Dividends paid since 1924. Western Resources is a
combination electric and natural gas operating public utility engaged in the
generation, distribution and sale of electric energy in Kansas, Missouri and
Oklahoma.

Wisconsin Energy Corporation

Milwaukee, Wisconsin. Dividends paid since 1939. Wisconsin Energy serves
1.1 million electric and gas customers in 400 communities in upper Michigan and
Wisconsin.

- ----------
[FN]

While the stocks of many of these companies have impressive histories of
capital appreciation and dividend payments, no representation is made as to
future capital appreciation or the ability of any company to continue paying
dividends without interruption. (See "The Trust -- Summary Description of the
Portfolio" and "The Trust -- Risks and Other Considerations Concerning
Electric, Gas, Water and Telecommunications Industries" in Part B.)

<PAGE> 31

CENTRAL EQUITY TRUST, WORLDWIDE SERIES
Utility & Telecommunications Portfolio

SPONSOR: Unison Investment Trusts, Ltd.

The Case for Equities

One of your most important investment decisions may be how you allocate
your investment dollars among various investments. Each investment offers its
own rewards as well as risks. Spreading your investment dollars among different
types of investments can aid in balancing these rewards and risks. Many
investment experts recommend stocks for the potential of long term capital
growth and rising dividend income.

The following chart shows how a dollar invested on January 1, 1987 in
each of the investment options* would have performed over the seven year
period ended December 31, 1993 as compared to the rate of inflation over the
same time frame.

Inflation Common L-T Corp L-T Gov't T-Bills
Stocks Bonds Bonds
------------ ------------ ------------ ------------ ------------
Value of Value of Value of Value of Value of
$1.00 $1.00 $1.00 $1.00 $1.00

12/31/87 1.0441 1.0523 0.9973 0.9729 1.0547
12/31/88 1.0902 1.2292 1.1040 1.0670 1.1217
13/31/89 1.1409 1.6163 1.2832 1.2602 1.2156
12/31/90 1.2107 1.5650 1.3702 1.3381 1.3105
12/31/91 1.2477 2.0431 1.6427 1.5963 1.3839
12/31/92 1.2839 2.1999 1.7970 1.7248 1.4325
12/31/93 1.3192 2.4196 2.0340 2.0395 1.4740

(The above chart is not intended to show how an investment in
Central Equity Trust, Worldwide Series would have performed or is predicted to
perform in the future.)
- ----------
[FN]
* Total annual return is the sum of capital appreciation returns, income
returns, and reinvestment returns.
The data presented here are total returns for:
1. Common Stocks, represented by the Standard and Poor's 500 Stock
Composite Index (S&P 500);
2. Long-Term Corporate Bonds, represented by the Salomon Brothers
long-term, high-grade corporate bond total return index;
3. Long-Term Government Bonds, measured using a one-bond portfolio with a
maturity near twenty years;
4. U.S. Treasury Bills, measured by rolling over each month a one-bill
portfolio containing, at the beginning of each month, the bill having
the shortest maturity not less than one month;
5. Inflation, measured by the Consumer Price Index for All Urban
Consumers (CPI-U), not seasonally adjusted.
Source: Stocks, Bonds, Bills, and Inflation 1994 Yearbook -- Ibbotson
Associates, Chicago
These investments possess different risk characteristics.

<PAGE> 32

Global Opportunities

The Sponsor believes promising investment opportunities that are consistent
with the objectives of the Trust exist in selected international equity
markets. Investments in these markets can also provide greater geographic
diversification of risk, although they may also present additional risks not
associated with domestic equity markets.

Why Central Equity Trust, Worldwide Series?

The objective of Central Equity Trust, Worldwide Series is to provide
investors with a simple and convenient way to receive current income and the
potential for capital appreciation through a diversified portfolio of utility
and telecommunications securities issued by both domestic and selected foreign
companies. By purchasing a unit of Central Equity Trust, Worldwide Series,
investors not only avoid the difficulties of selecting and supervising
securities by themselves, but also gain enhanced diversification of risk by
investing in securities of numerous issuers and geographic locations.
Central Equity Trust, Worldwide Series is suited for an investor who prefers to
seek the potential of capital appreciation by purchasing professionally
selected investments and holding them for a predetermined period rather than
through active trading. Although not actively "managed" by the Sponsor or
Trustee; securities may be sold in order to meet redemptions or under certain
limited circumstances.

<PAGE> 33

PROSPECTUS PART B
CENTRAL EQUITY TRUST
WORLDWIDE SERIES 1
UTILITY AND TELECOMMUNICATIONS PORTFOLIO

------------------------------------------
Part B of this Prospectus may not be
distributed unless accompanied by Part A
------------------------------------------

INTRODUCTION

This series of the Central Equity Trust (the "Trust") was created on the
date set forth on the cover of Part A of the Prospectus (the "Date of Deposit")
under the laws of the State of New York pursuant to a Trust Agreement (the
"Agreement") dated as of the Date of Deposit and a related Standard Terms and
Conditions of Trust (the "Indenture", collectively with the Agreement, the
"Indenture and Agreement")* by and between Unison Investment Trusts Ltd. (the
"Sponsor") and The Bank of New York (the "Trustee"). The purpose and objectives
of the Trust are to provide current income and the potential for capital
appreciation through investment in a fixed portfolio of securities which may
consist of common stocks, American Depositary Receipts ("ADRs") and convertible
securities (which may include dividend-paying convertible preferred stock or
interest paying convertible debt, such as debentures) issued by domestic and
foreign electric, gas, water and telecommunications companies. Some of the
securities in the Trust may be restricted securities under Rule 144A of the
Securities Act of 1933 ("Restricted Securities"). (Such common stock, ADRs and
convertible securities, or the contracts for the purchase thereof, together
with irrevocable letters of credit or cash in amounts sufficient to make such
purchases, are referred to herein as "Securities". The Securities on deposit in
the Trust are herein collectively referred to as the "Portfolio".) The
Portfolio allows investors greater diversification than they might be able to
acquire individually. The issuers of the Securities in the Portfolio, together
with the issuers of the foreign common stocks underlying any ADRs, are
collectively referred to herein as the "Issuers". The Securities may provide
income or are considered to have the potential for capital appreciation or
both. ADRs provide income in the form of distribution payments of dividends
received on the underlying foreign securities, while common stocks provide
income in the form of dividends. Any reference in this Prospectus to
"dividends" shall also refer to distribution payments made with respect to any
ADRs and, unless the context requires otherwise, interest payments on
convertible debt securities in the Portfolio. The value of the Units of the
Trust will fluctuate with the value of the Portfolio. There can be no assurance
that the Trust's objectives will be met due to the various investment risks
involved with the Securities. See "The Trust -- Summary Description of the
Portfolio", below. Furthermore, diversification of the Trust's assets will not
eliminate the risk of loss inherent in the ownership of common stock, ADRs or
securities convertible into common stock.

On the Date of Deposit, the Sponsor deposited with the Trustee the
Securities described in the "Schedule of Trust Securities" in Part A. (See
- ----------
[FN]

* Reference is hereby made to the Indenture and Agreement and any statements
contained herein are qualified in their entirety by the provisions of the
Indenture and Agreement.

<PAGE> 34

"Schedule of Trust Securities" in Part A.) With the deposit of the Securities,
the Sponsor established a proportionate relationship (the "Proportionate
Relationship") among the number of shares of common and/or convertible
preferred stock, ADRs and convertible debt securities (based on the aggregate
face amount divided by the minimum authorized denomination) per Unit of each
Security in the Trust. The Trust was created simultaneously with the deposit of
the Securities with the Trustee and the execution of the Agreement. The Trustee
then immediately delivered to the Sponsor or to the order of the Sponsor the
units of beneficial interest (the "Units") comprising the entire ownership of
the Trust. Through this Prospectus, Edward D. Jones & Co. (the "Underwriter")
is offering the Units, including additional Units issued from time to time as
described below, for sale to the public. The holders of the Units (the
"Unitholders") will have the right to have their Units redeemed at a price
based on the market value of the Securities (the "Redemption Price"; see
"Rights of Unitholders -- Redemption of Units" herein), if they cannot be sold
in the secondary market which the Underwriter, although not obligated to do so,
proposes to maintain. (See "Public Offering -- Secondary Market" herein.)

From time to time following the initial Date of Deposit, the Sponsor,
pursuant to the Indenture, may deposit additional Securities in the Trust and
Units may be continuously offered for sale to the public by means of this
Prospectus, resulting in a potential increase in the outstanding number of
Units of the Trust. Any additional deposits of Securities into the Trust will
maintain substantially the Proportionate Relationship established on the Date
of Deposit, as adjusted to reflect the occurrence of any stock dividend, stock
split or a similar event which affects the capital structure of the Issuer of a
Security, but does not affect the Trust's percentage ownership of the common
stock equity of such Issuer at the time of such event; provided, however, that
in the event that an Issuer of Securities offers securities in exchange for, or
otherwise distributes different securities with respect to, Securities in the
Trust, the Sponsor may direct the Trustee to accept or reject such offer or
distribution and hold for deposit or sell such securities. The Proportionate
Relationship is also subject to adjustment to reflect the sale of Securities
for reasons described under "Administration of the Trust -- Administration of
the Portfolio" herein, to reflect the conversion of a convertible security to
common stock or an exchange of ADRs for underlying common stock. At the time of
a conversion or exchange the Proportionate Relationship will be re-established
by using the number of shares obtained as the basis for the new determination.
For a description of the circumstances under which convertible securities may
be converted to common stock or ADRs exchanged therefor see, "The Trust --
Summary Description of the Portfolio -- Convertible Securities" and "--
American Depositary Receipts", below. As additional Units are issued by the
Trust as a result of the deposit of additional Securities by the Sponsor, the
aggregate value of the Securities in the Trust will be increased and the
fractional undivided interest in the Trust represented by each Unit will be
decreased. Thus, although additional Units will be issued, each Unit will
continue to represent substantially the same number of each of the Securities,
and the Proportionate Relationship will remain substantially the same as was
the case prior to the deposit of additional Securities.

On the Date of Deposit, each Unit represented the fractional undivided
interest in the Trust described in the "Summary of Essential Information" in
Part A. To the extent that any Units are redeemed by the Trustee or additional
Units are issued as a result of additional Securities being deposited in the
Trust by the Sponsor, a Unitholder's fractional undivided interest in the Trust
represented by each unredeemed Unit will increase or decrease accordingly,

<PAGE> 35

although the Trust assets represented by each Unit will not be changed as a
result of such additional Securities being deposited by the Sponsor.

The Sponsor may purchase certain Replacement Securities in the event of
certain failures of a contract to purchase a Security and the Sponsor may also
direct the Trustee to dispose of Securities upon the occurrence of adverse
credit factors or under other specified circumstances. (See "Administration of
the Trust -- Administration of the Portfolio" herein.) Furthermore, if any
Units are redeemed, the amount of Securities in the Trust will be reduced and
the fractional undivided interest represented by each remaining Unit in the
balance of the Trust will be increased, although the actual interest in the
Trust represented by each Unit will remain unchanged. Units will remain
outstanding until redeemed upon tender to the Trustee by any Unitholder (which
may include the Sponsor and the Underwriter) or until the termination of the
Trust pursuant to the Indenture and Agreement. Unless otherwise terminated as
provided in the Indenture and Agreement, the Trust will be terminated on the
Mandatory Termination Date set forth in the "Summary of Essential Information"
in Part A (the "Mandatory Termination Date"). Prior to the termination of the
Trust, the Trustee, unless directed otherwise by the Sponsor, will begin
selling the Securities. Upon termination, any remaining Securities will be
sold. The Trust may be terminated earlier than the Mandatory Termination Date
under certain conditions. (See "Administration of the Trust -- Amendment or
Termination" herein.)

THE TRUST

Summary Description of the Portfolio and Risks Associated Therewith

An investment in Units should be made with an understanding of the risks
that an investment in domestic and foreign common stock, ADRs, convertible
securities and Restricted Securities entails. The considerations described
herein with respect to common stock also apply generally to any ADRs and, to a
certain extent, those Securities that are convertible to common stock.

In the event of a failure of a contract for the purchase of Securities for
reasons beyond the control of the Sponsor or Trustee (the "Failed Contract
Securities"), the Sponsor may purchase other securities of the type and
character of Securities in the Portfolio (the "Replacement Securities") and
deposit such Replacement Securities in the Trust. The Replacement Securities
must be purchased within 20 days after delivery by the Sponsor to the Trustee
of notice of the failed contract, and the cost to the Trust for such
Replacement Securities may not exceed the amount available under the letter of
credit deposited by the Sponsor with respect to such Failed Contract
Securities. In the event the Sponsor is unable to replace the Failed Contract
Securities as provided above, the Trustee shall distribute to the Unitholders
the amount of cash in the Trust attributable to such Failed Contract
Securities. Neither the Sponsor nor the Trustee shall be liable in any way for
any failure of any contract for the purchase of the Securities. However, should
any contract for the purchase of any of the Securities deposited hereunder

<PAGE> 36

fail, the Sponsor will, unless substantially all of the moneys held in the
Trust to cover such purchase are reinvested in Replacement Securities in
accordance with the Trust Agreement, refund the cash and sales charge
attributable to such failed contract to all Unitholders on the next
Distribution Date. In the event of any refund, each individual Unitholder's
basis in his units will be reduced by the amount refunded to such Unitholder,
and each Unitholder's income would also be reduced by his pro rata interest in
the income attributable to the Failed Contract Securities.

The Trust is organized as a unit investment trust and not as a management
investment company. Therefore, neither the Trustee nor the Sponsor has the
authority to manage the Trust's assets fully in an attempt to take advantage of
various market conditions to improve the Trust's market value. However, because
certain of the Securities from time to time may be sold or, with respect to
convertible securities, converted to common stock or, with respect to ADR's,
exchanged for common stock, under certain circumstances described herein, and
because the proceeds from any such sales are to be distributed to Unitholders
and because under certain circumstances additional and/or different Securities
may be deposited into the Trust, no assurance can be given that the Trust will
retain for any length of time its present size and composition. (See
"Administration of the Trust -- Administration of the Portfolio" herein.)

Common Stock. Risks of common stock include those arising from the fact
that the rights of common stock owners to payments are generally inferior to
creditors, debt holders and preferred stock owners of the issuing company.
Common stock owners are also subject to risks of declines in the stock market
generally or in the market for stocks in the industry sector in which the
company operates and the worsening of the financial condition of a company or
the economy in which it operates. Such risks may result in declines in values
of the common stocks which in turn would negatively affect the value of Units.
Although actions have been taken to provide a diversified portfolio of equity
securities, which tends to reduce the effects of these risks, no guarantee can
be made that they will not occur and negatively affect the value of Units.

Holders of common stock of the type held in the Trust have a right to
receive dividends only when, if, and in the amounts declared by the issuer's
board of directors and to participate in amounts available for distribution by
the issuer only after all other claims on the issuer have been paid or provided
for. The issuance of debt securities and preferred stock will create superior
claims for payment of principal and interest (in the case of debt securities)
and dividends (in the case of preferred stock) which could adversely affect the
ability and inclination of the company to declare or pay dividends on its
common stock or the rights of holders of common stock with respect to assets of
the company upon liquidation or bankruptcy. Further, unlike debt securities,
which typically have a stated principal amount payable at maturity (the value
of which will be subject to market fluctuations prior thereto), or preferred
stocks, which typically have liquidation preference and which may have stated
optional or mandatory redemption provisions, common stocks do not have a fixed
principal amount or a maturity date and their value is subject to market
fluctuations for as long as the common stocks remain outstanding. The market
value of the common stocks in the Trust thus is expected to fluctuate over the
entire life of the Trust to market values higher or lower than those prevailing
on the Date of Deposit. See also, "Convertible Securities" below for the
effects of market fluctuations on such Securities. The Sponsor may direct the
Trustee to dispose of Securities under certain specified circumstances but the
Securities will not be sold by the Trustee as a result of ordinary market

<PAGE> 37

fluctuations. (See "Administration of the Trust -- Administration of the
Portfolio" herein.)

Foreign Securities. An investment in Units should also be made with an
understanding of the additional risks and consequences an investment in foreign
common stock, either directly or through ADRs, entails, including the risk of
becoming subject to special tax consequences due to the receipt of income from
foreign sources. (See "Federal Taxation -- Investment in Foreign Securities and
ADRs" herein.)

Elements of risk associated with investing in foreign securities include
but are not limited to trade balances and imbalances and related economic
policies; currency exchange rate fluctuations; non-U.S. currency exchange
control policies; expropriation or confiscatory taxation; limitations on the
removal of funds or other assets; political or social instability; the diverse
structure and liquidity of securities markets in various countries and regions;
policies of government with respect to possible nationalization of their own
industries; and other specific local political and economic considerations.
Companies located outside the United States may operate under different
accounting, auditing and financial reporting regulations than U.S. companies.
Further, it may be more difficult to obtain and enforce a judgment against a
foreign Issuer. Securities traded on foreign exchanges may trade on days when
the Trust does not accept orders for purchase, redemption or exchange of Units.
Therefore, the value of Units may be affected by foreign market activity on
days when Units cannot be purchased or redeemed.

An investment in Units should be made with particular attention to risks
presented by probable changes in future currency exchange rate relationships,
especially during periods of broad adjustments in such relationships. Foreign
Securities in the Portfolio have been issued by corporations that, to the
extent they pay dividends, pay them in foreign currencies. In the past, the
values of most foreign currencies have fluctuated widely against the United
States dollar for many reasons, including supply and demand of the respective
currency, monetary policies, the soundness of the world economy and the
strength of a particular foreign economy as compared to the economies of the
United States and other countries. Thus, even though a foreign Issuer's
dividend payment may remain constant in its local currency, the U.S. dollar
value of the distribution will vary with fluctuations in the U.S. dollar
exchange rates for the relevant currency. The Sponsor anticipates that
dividends received by the foreign custodians in foreign currencies will be
converted on the date of receipt, or as soon as practicable thereafter, to U.S.
dollars. Due to fluctuations in exchange rates and possible delays in the
conversions of dividends to U.S. dollars, the U.S. dollar value of the dividend
on the date of receipt may not reflect, exactly, the actual amount in U.S.
dollars the Trust will receive. For a historical record of currency
fluctuations for the currencies represented by Securities in the Trust, see
"Summary of Essential Information -- Exchange Rates" in Part A.

To the best knowledge of the Sponsor on the Date of Deposit, none of the
foreign securities, including those underlying any ADRs, in the Portfolio were
subject to currency exchange control restrictions which would materially
interfere with the payment or receipt of dividends on such underlying
securities. However, there can be no assurance that currency exchange control
regulations will not be adopted in the future that would adversely affect such
payments.

<PAGE> 38

American Depositary Receipts. An ADR is a receipt that is issued by an
American depositary, usually a bank, and which is denominated in and represents
the ownership of a specified number of foreign securities on deposit with a
foreign entity, also usually a bank, that acts as custodian of and transfer and
collection agent with respect to such foreign securities. ADRs are generally
subject to the same risks associated with the foreign common stock of which
ADRs are comprised. See "Foreign Securities" above. However, the structure of
ADRs in some cases can mitigate those risks, but give rise to different ones.
Ownership of ADRs by U.S. investors can provide certain advantages over direct
ownership of the foreign securities, including greater ease of transferability
and simplified collection and conversion of dividends paid in foreign
currencies. However, ownership of ADRs also poses certain disadvantages in
comparison to direct ownership of the foreign securities. For example, holders
of ADRs may not be able to participate in foreign warrants and rights offerings
or in certain exchange or tender offers involving foreign issuers. ADR
depositaries will typically sell warrants and subscription rights, if they are
transferable, and distribute the proceeds, which are often less than the value
of the securities represented by such warrants or subscription rights, to the
ADR holders. Further, in some cases the voting rights of owners of foreign
stock are restricted by the home country, and the flow of information from the
foreign issuer to ADR holders may be delayed or reduced. The depositary and
custodian usually charge fees upon the deposit and withdrawal of securities,
the conversion of dividends to U.S. dollars, the disposition of non-cash
distributions and the performance of other services.

ADR holders have the right to demand and receive actual securities in
exchange for their ADRs. Furthermore, ADR facilities may be terminated, in
which case the ADR holder may come into possession of the underlying
securities. If such an event were to occur, the advantages of holding ADRs
described above would be lost and the tax consequences to the holder could
change. If the common stock underlying an ADR becomes listed on a United States
securities exchange or national market system and the Sponsor determines that
it is in the best interest of unitholders to do so, ADRs may be exchanged for
shares of the common stock underlying such ADRs. Otherwise, neither the
Trustee nor the Sponsor is authorized under the Indenture and Agreement to
initiate such an exchange. However, if an ADR facility is terminated, the
Sponsor may, but is not required to, direct the Trustee to sell any underlying
securities it may receive and distribute the proceeds of such sale to the
Unitholders pursuant to the terms of the Indenture and Agreement. In some
cases, an unsponsored ADR facility (see below for a discussion of sponsored and
unsponsored ADRs) may be terminated upon the creation of a sponsored ADR
facility. In such cases, it is the usual practice for the sponsor of the
facility to effect an exchange of its sponsored ADRs for the outstanding
unsponsored ADRs and to pay the costs of such exchange. Such an occurrence, in
and of itself, will not constitute an event that gives rise to the ability of
the Sponsor to direct the Trustee to sell the ADR. (See, "Administration of the
Trust -- Administration of the Portfolio" herein.)

An ADR facility may be established by a foreign issuer that seeks to have
its securities traded in the United States, in which case the ADRs are referred
to as "sponsored", or the ADR facility may be initiated by an entity unrelated
to the foreign issuer, usually a brokerage firm, that seeks to make a market in
the foreign security, in which case the ADRs are referred to as "unsponsored".
In the case of a sponsored ADR, the foreign issuer enters into an arrangement
with a single American depositary and a foreign custodian and usually agrees to
pay certain administrative and shareholder related fees and expenses, although
ADR holders will bear certain costs. Under the terms of most sponsored ADRs,

<PAGE> 39

depositaries undertake to distribute notices of shareholder meetings and voting
instructions and to make other shareholder communications available to ADR
holders upon the foreign issuer's instruction. Generally, the underlying
security of a sponsored ADR will be registered with the Securities and Exchange
Commission, making the ADR eligible for listing on United States exchanges. In
either the case of sponsored or unsponsored ADRs, however, there may be less
information generally available about the underlying Issuer than there would be
about a U.S. Issuer.

In the case of an unsponsored ADR, the fees and expenses of the facility
are generally born solely by the ADR holders. In addition, the depositary is
frequently under no contractual obligation to distribute shareholder
communications of any type or to pass through voting rights to the ADR holders.
Other unsponsored ADRs with respect to the same underlying security are often
established by other market makers and depositaries. Such duplicate ADRs are
treated as fungible in the trading markets. Therefore, when duplicate
unsponsored ADRs exist, there is no mechanism that links a particular
unsponsored ADR to its actual depositary or the distributions made by it.
Instead, unsponsored ADRs are usually held on deposit with U.S. clearing
agencies, which take in the various unsponsored ADR distributions and forward
them on to the ADR owners. Additionally, if a holder of an unsponsored ADR
seeks to exchange the ADR for the underlying securities there can be delays in
settlement if it becomes necessary to trace the ADR to its issuing depositary.
This may occur if other depositaries refuse to accept the ADR or have
insufficient securities to effect the exchange. Because the underlying
securities are not generally registered in the United States and because the
underlying securities may have been issued at different times, there is a
possibility that if an unsponsored ADR is exchanged for underlying securities,
or the ADR holder otherwise receives the underlying securities, such holder may
come into possession of unregistered restricted securities which cannot be sold
in the U.S. until certain statutory waiting periods have expired.

Convertible Securities. The Sponsor believes that the characteristics of
convertible securities make them appropriate investments for an investment
company seeking to achieve current income with the potential for capital
appreciation. These characteristics include the potential for capital
appreciation if the value of the underlying common stock increases or interest
rates decrease, the relatively high yield received from interest payments as
compared to common stock dividends and decreased risks of decline in value
relative to the underlying common stock due to their fixed income nature. As a
result of the conversion feature, however, the interest rate or dividend
preference on a convertible security is generally less than would be the case
if the securities were not convertible. During periods of rising interest
rates, it is possible that the potential for capital gain on a convertible
security may be less than that of a common stock equivalent if the yield on the
convertible security is at a level which would cause it to sell at a discount.

The Trust may convert a convertible security only (i) when necessary to
permit orderly disposition of the investment when it approaches maturity or has
been called for redemption, (ii) when the recurring regular dividend on the
underlying common stock, as determined by multiplying the number of underlying
shares represented by the convertible Securities in the Trust by the dividend
rate, exceeds the amount of interest or dividend income paid annually on such
convertible Securities and such common stock dividend income is expected to
remain above such interest or dividend income on the convertible security,
(iii) whenever the Issuer of the convertible Security has exercised its call or
similar option with respect thereto, or in connection with the final maturity,

<PAGE> 40

if any, of such convertible security, and the aggregate value of the underlying
common stock on the last Business Day prior to the day on which the owner of
the convertible Security cannot avoid the redemption thereof or the date of
such final maturity, as the case may be, exceeds the amount to be received upon
the redemption or maturity of the convertible Security, or (iv) to facilitate
its sale after the Sponsor determines that such sale is appropriate in
accordance with the guidelines set forth under "Administration of the Trust --
Administration of the Portfolio", below. If the circumstances described in
either clauses (ii) or (iii) above occur, the Trustee is required to exercise
the conversion option. Since the Trust is not a "managed" investment company,
the Trust will not be able to exercise its conversion rights for any other
reason nor may the Trust avoid conversions required pursuant to clauses (ii)
and (iii) above. Investors should be aware that the inability of the Trust to
otherwise exercise, or avoid exercising, its conversion rights may prevent the
Trust from taking advantage of market conditions that could make conversion
attractive to other holders of those convertible securities.

Many convertible securities are not deemed to be of investment grade, that
is, they are not considered to be among those securities with a relatively
strong likelihood of repayment. To the extent that the likelihood of payment on
such convertible securities is deemed lower than investment grade (i.e., "high
yield" or "junk bond" status) or such convertible securities are not rated by a
nationally recognized rating agency, there may be a greater risk as to the
timely repayment of the principal of, and timely payment of interest or
dividends on, those securities. Such securities are considered by the rating
agencies to be predominantly speculative and involve major risk exposures such
as increased sensitivity to interest rate and economic changes and limited
liquidity.

In the absence of adequate anti-dilution provisions in a convertible
security, dilution in the value of the Trust's holdings may occur in the event
the underlying stock is subdivided, additional securities are issued, a stock
dividend is declared, or the issuer enters into another type of corporate
transaction which increases its outstanding equity securities. Every
convertible security may be valued, on a theoretical basis, as if it did not
have a conversion privilege. This theoretical value is determined by the yield
it provides in comparison with the yields of other securities of comparable
character and quality which do not have a conversion privilege. This
theoretical value, which will change with prevailing interest rates, the credit
standing of the issuer and other pertinent factors, is often referred to as the
"investment value", and represents the security's theoretical price support
level.

"Conversion value" is the amount a convertible security would be worth in
market value if it were to be exchanged for the underlying equity security
pursuant to its conversion privilege. Conversion value fluctuates directly with
the price of the underlying equity security, usually common stock. If, because
of low prices for the common stock, the conversion value is substantially below
the investment value, the price of the convertible security is governed
principally by the factors described in the preceding paragraph. If the
conversion value rises near or above its investment value, the price of the
convertible security generally will rise above its investment value and, in
addition, will sell at some premium over its conversion value. This premium
represents the price investors are willing to pay for the privilege of
purchasing a fixed-income security with a possibility of capital appreciation
due to the conversion privilege. If this appreciation potential is not
realized, this premium may not be recovered. In its selection of convertible

<PAGE> 41

securities for the Trust, the Portfolio Consultant will not emphasize either
investment value or conversion value, but will consider both in light of the
Trust's overall investment objectives.

Some of the convertible securities in the Trust portfolio may be
"Pay-In-Kind" securities. During a designated period from original issuance,
the issuer of such security may pay dividends or interest to the holder by
issuing additional fully paid and nonassessable shares or units of the same
security. In addition, some convertible debt securities may be paid in shares
of common stock upon the maturity thereof. In such cases, such underlying
common stock will be deposited into the Trust.

Restricted Securities. Up to 15% of the aggregate market value of the
Securities in the Trust on the initial date of deposit may be exempt from
registration under Rule 144A of the Securities Act of 1933. Restricted
Securities may be offered and sold only to "qualified institutional buyers" as
such term is defined under that Rule. Such restriction of the offer and sale of
Restricted Securities may affect the market for such Securities and it is not
possible to predict whether a market will develop or if developed whether it
will be maintained. This may have a negative affect on the ability of the
Sponsor to direct a sale of such Securities if necessary and allowable under
the Indenture and Agreement. See "Summary of Essential Information" in Part A
for the percentage of Restricted Securities initially deposited in the
Portfolio.

Risks and Other Considerations Concerning Electric, Gas, Water and
Telecommunications Industries

The Trust will invest in Securities of domestic and foreign companies in
the electric, gas, water and/or telecommunications industries. (See "Schedule
of Trust Securities" in Part A.) In view of this, an investment in the Trust
should be made with an understanding of the risks inherent in those industries.

Utilities Industries. The Trust may invest in domestic electric, gas,
water and/or telephone company common stock. In the U.S. such companies are
considered public utilities and are generally subject to extensive regulation
of certain portions of their business by state utility commissions which, for
example, establish and approve the rates that may be charged for their services
and determine the appropriate rate of return on an approved asset base. Certain
public utilities have difficulty from time to time persuading regulators to
grant the rate increases necessary to maintain an adequate return on investment
and voters in many states have the ability to impose limits on rate
adjustments. There are substantial differences between the regulatory policies
and practices of various jurisdictions, and any given regulatory agency may
make major shifts in policy from time to time. There is no assurance that
regulatory authorities will in the future grant rate increases or that any such
increases will be adequate to permit the payment of dividends on common stocks.
Additionally, existing and possible future regulatory legislation may make it
even more difficult for these utilities to obtain adequate rate relief. Similar
regulations and considerations and the risk inherent with them may exist with
respect to foreign companies in these industries. However, the Sponsor cannot
say to what extent and/or what countries and jurisdictions such regulations may
exist.

Domestic and foreign Issuers of public utility Securities may face other
problems, including difficulty in financing large construction programs and
raising capital during inflationary periods, rising costs of fuels and the

<PAGE> 42

transportation of fossil fuels, uncertainty of transmission service costs,
changes in tax laws which may adversely affect a utility's ability to operate
in a profitable manner, difficulty in estimating future demand for electricity,
gas, water and telephone in certain regions, restrictions on operations and
increased costs and delays attributable to environmental regulations and the
effects of energy conservation. There may also be risks associated with a
particular type of public utility.

In the United States, governmental authorities may from time to time
review existing requirements and impose additional requirements governing the
licensing, construction and operation of power plants by electric utilities. On
the other hand, electric companies in general have been favorably affected by
the full or near completion of major construction programs, and many utility
companies have generated cash flows in excess of current operating expenses and
some construction expenditures, permitting some degree of diversification into
unregulated businesses. The Energy Policy Act of 1992 (the "Energy Act")
provides for, among other things, the promotion of competition in the electric
utility industry. The Energy Act reforms the Public Utility Holding Company Act
of 1935 by lifting restrictions on independent producers of electric power who
build and operate generating plants in order to produce power for sale to
utilities at competitive rates. Further, the Energy Act provides that
transmission lines will now be made available to any producer, utility or
independent entity who is willing to pay for the transmission of power. This
access makes the utility companies' traditional customer base more uncertain
and could have a significant effect on the accuracy of, and the ability to
make, the long-term demand projections that are necessary to determine the need
for new construction of plants and for other capital expenditures.

Gas pipeline and distribution companies have had difficulties in adjusting
to short and surplus energy supplies, enforcing or being required to comply
with long-term contracts and avoiding litigation from their customers, on the
one hand, or suppliers, on the other. Recent deregulatory efforts by the
Federal Energy Regulatory Commission ("FERC") have resulted in a number of
important changes in the sale, transportation and delivery of natural gas. FERC
Orders have caused pipeline companies to become merely carriers, as opposed to
sellers, of natural gas, which in turn has allowed local distribution companies
("LDC's") to negotiate purchases directly with producers. These changes,
however, have resulted in significant transition costs and increased
competition. For example, LDC's now face the risk of losing major customers who
can fill their requirements through direct negotiation with producers if the
LDC's fail to provide competitive pricing. Finally, although there has been
deregulation by FERC, state regulators retain the power to scrutinize LDC
performance and rate setting. LDC's that may have difficulty adjusting to the
deregulated environment or minimizing the transition costs in connection
therewith risk rejection of rate increases to make up for those costs.

Water companies are subject to federal and state environmental laws and
regulation of water quality. Pending federal and state environmental rules and
regulations may require increased expenditures by the public water utilities
and may increase substantially operating costs and capital requirements for
those companies.

Because certain aspects of telephone company operations are being
deregulated, telephone companies face increasing competitive pressures that
require the commitment of substantial capital, technological and marketing
resources.

<PAGE> 43

Foreign utilities may face similar concerns and their securities may,
therefore, be subject to similar risks.

Each of the problems referred to above could adversely affect the ability
and the inclination of these public utilities to declare or to pay dividends or
to pay interest and the ability of holders of common stock to realize any value
from the assets of the issuer upon liquidation or bankruptcy. In the United
States, the electric, gas, water and telephone utilities which are issuers of
the Securities have been experiencing or may experience one or more of these
problems in varying degrees. Moreover, price disparities within selected
utility groups and discrepancies in relation to averages and indices have
occurred frequently for reasons not directly related to the general movement of
price levels of utility common stocks. Causes of these disparities and
discrepancies include changes in the overall demand for or supply of various
securities (including the potentially depressing effect of new stock
offerings), and changes in investment objectives, market expectations or cash
requirements of other purchasers and sellers of securities.

Furthermore, in the United States the Public Utility Holding Company Act
of 1935 (the "1935 Act") regulates, among other things, certain acquisitions of
voting securities of electric utility companies and gas utility companies by
anyone who is an "affiliate" of a public utility company (a person or organized
group of persons that directly or indirectly owns, controls or holds with power
to vote 5% or more of the outstanding voting securities of a public utility
company). In addition, the 1935 Act requires a "holding company" (among other
categories, a company which directly or indirectly owns, controls or holds with
power to vote 10% or more of the outstanding voting securities of a public
utility company or a "holding company") to register as such with the Securities
and Exchange Commission and be otherwise subject to certain restrictions on the
acquisition of securities and other interests in public utility companies. In
order to avoid becoming an "affiliate", the Trust has adopted an investment
restriction that it will not purchase securities of a public electric or gas
utility company if by reason thereof the Trust would hold 5% or more of the
outstanding voting securities of the issuer. Nevertheless, if the Trust were
considered to be a member of an organized group of persons, the 1935 Act might
limit the Trust's acquisitions of the voting securities of public utility
companies by reason of the control by the group of 5% or more of the voting
securities of a public utility company. The Sponsor believes that even if the
Trust is appropriately included in a group, it is unlikely that the holdings of
such group will aggregate to as much as 5% of the voting securities of any
public electric or gas utility company.

To the extent the risks and concerns discussed concerning public utilities
reflect U.S. regulatory matters specifically, similar types of concerns may
exist with respect to foreign public utilities.

The issuers of utility securities have undertaken in the past and may
undertake in the future various types of reorganization, such as spin-offs,
split-offs, mergers, creation of holding companies and asset sales, in order
to, among other things, avoid or minimize the effects of regulatory activities.
Depending on the circumstances, the Sponsor may direct the Trustee to either
hold or sell the Securities that are distributed or otherwise the subject of
such an event. (See "Administration of the Trust -- Administration of the Trust
Portfolio" herein.) In which case the Trust may contain Securities of issuers
not subject to the types of regulatory risks described above, but subject
instead to more general market risks.

<PAGE> 44

Telecommunications Industries. In addition to the stock of companies in
the utilities industries described above, the Sponsor may deposit securities of
telecommunications companies in the Trust.

Telecommunications is defined as the science and technology of
communicating by electronic means. Companies in the telecommunications industry
provide products or services to facilitate the transmission of voice, data and
video communications electronically, such as global telephone service, wireless
communications services and equipment including cellular telephone, microwave
and satellite communications paging and other emerging wireless technologies,
electric components and communications equipment, video conferencing,
electronic mail, local and wide area networking, and linkage of data and word
processing systems, publishing and information systems, videotext and teletext,
emerging technologies combining television, telephone and computer systems and
broadcasting over all media. Such entities include traditional telephone
companies, long-distance providers, cellular/wireless telecommunication
companies, cable television providers, telecommunications equipment
manufacturers and satellite communications companies. To some degree, the
deregulation of traditional telephone utilities and the growth of other
telecommunications technologies and companies is blurring the distinction
between these two types of companies.

Two key differences between telecommunications companies, as defined
above, and utilities in the electric, gas, water and traditional telephone
industries are the regulatory environment and competition. In the United
States, for example, local telephone service is currently regulated at the
state level on a return-on-equity basis, much like the electric, gas and water
utilities. However, other companies included in the telecommunications industry
are not regulated in the same manner or are not regulated at all. So far as
the competitive environment is concerned utilities have traditionally
enjoyed monopoly positions in their distinct service areas. To a certain
degree, however, telecommunications companies have broken into areas that had
been controlled by telephone company monopolies, such as providing long
distance service. Additionally, because the telecommunications companies do
business in unregulated areas, they are also subject to greater competition and
the risks that come with that competition, such as pressures on pricing and
operating margins.

Objectives and Securities Selection

The primary objectives of the Trust are to provide investors with dividend
and interest income and capital appreciation. The Trust seeks to achieve those
objectives through a diversified portfolio of Securities issued by both foreign
and domestic Issuers. There is no guarantee that the Trust's objectives will be
achieved because the Trust is subject to the continuing ability of the
respective Issuers to continue to declare and pay dividends or make interest
payments on the Securities and because the market value of the Securities can
be affected by a variety of factors. (See "The Trust -- Summary Description of
the Portfolio" herein.) The Securities may be especially susceptible to general
stock market movements and to volatile increases and decreases in value as
market confidence in and perception of the issuers change, thus investors
should be aware that there can be no assurance that the value of the Securities
will increase.

The Trust consists of such of the Securities listed under "Schedule of
Trust Securities" in Part A as may continue to be held from time to time in the
Trust and any additional Securities acquired and held by the Trust pursuant to

<PAGE> 45

the Indenture and Agreement together with cash held in the Income and Capital
Accounts. In selecting particular Securities for the Trust, the Sponsor
considered a number of factors, including historical growth rates and rates of
return on capital, financial condition and resources, management skills,
competition, geographic and industrial diversification and, with respect to
electric, gas and water utilities, certain industry factors such as regulatory
environment and energy sources. The Sponsor also considered the prospective
growth in earnings and dividends in relation to price/earnings ratios, yield
and risk.

In selecting ADRs and foreign Securities for inclusion in the Portfolio,
in addition to the factors associated with the selection of Securities of any
Issuer, the Sponsor considers the following factors, among others: (1) the
location of the Issuer; (2) the likelihood of favorable market and political
conditions in the country in which the Issuer is located; (3) the amount of
publicly available information available from such Issuer; and (4) historical
and recent fluctuations in the exchange rate of the currency of such Issuer's
relative to the U.S. Dollar.

PUBLIC OFFERING

Public Offering Price

Units are offered for sale at the Public Offering Price which is based on
the Trustee's evaluation of the aggregate market value of the Securities in the
Trust plus the amount of cash, if any, in the Income Account and the Capital
Account of the Trust (other than amounts required to be distributed by the
Trustee pursuant to the Indenture and Agreement) and amounts receivable in
respect of Securities trading ex-dividend on the date deposited in the Trust,
and includes a sales charge of 4.9% of the Public Offering Price (which charge
is equivalent to approximately 5.15% of the net value of the Trust assets as
determined by the Trustee). The Public Offering Price on any particular date
will vary from the Public Offering Price on the Initial Date of Deposit (set
forth on the "Summary of Essential Information" in Part A) in accordance with
fluctuations in the aggregate market value of the Securities, the amount of
available cash on hand in the Trust, whether or not the Securities are trading
ex-dividend at the time deposited in the Trust and the amount of certain
accrued fees and expenses.

After the opening of business on the Date of Deposit, the Evaluator will
evaluate or cause to be evaluated daily the value of the underlying Securities
of each Trust as of 4:00 p.m. Eastern time on days the New York Stock Exchange
is open for business and will adjust the Public Offering Price of the Units
commensurate with such evaluation. See "Rights of Unitholders -- Redemption of
Units" for a discussion of evaluation. 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.

<PAGE> 46

The sales charge applicable to quantity purchases is reduced on a
graduated basis to any person acquiring 2,400 or more Units as follows:

Aggregate Number of Units Dollar Amounts of Sales Charge
Purchased Reduction Per 100 Units
------------------------- ------------------------------

2,400 -- 4,699 $ 5.25
4,700 -- 11,899 $10.50
11,900 -- 23,799 $21.00
23,800 -- 47,599 $31.50
47,600 and greater $42.00

The sales charge reduction will primarily be the responsibility of the
selling Underwriter or dealer. This reduced sales charge structure will apply
on all purchases of Units in the Trust by the same person on any one day from
any one underwriter or dealer. 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 Units for a single
trust estate or single fiduciary account.

The Underwriter intends to permit certain of its partners, officers and
employees and those of its affiliated companies and certain relatives of such
persons to purchase Units of the Trust at the applicable Public Offering Price
less a $10.00 per 100 Units reduction in the applicable sales charge.

In addition, Unitholders whose accounts are with the Underwriter and who
own 75 or more Units will be provided the opportunity by the Underwriter
to automatically reinvest their distributions in Units at a Public Offering
Price that includes the minimum sales charge, which is 2%. (See "Public
Offering -- Secondary Market" and "Rights of Unitholders -- Reinvestment
Option", below.)

The Trustee has no cash for distribution to Unitholders until it receives
dividend payments on the Securities in the Trust. The Trustee is authorized to
provide its own funds, at times, in order to advance income distributions. The
Trustee will recover these advancements when such dividend income is received.
In the event that the income actually received by the Trustee differs from that
estimated by the Trustee in calculating its distributions, the Trustee will
make an appropriate adjustment to future distributions from the Income Account
to account for such difference.

As more fully described in the Indenture and Agreement the aggregate
market value of the Securities is determined on each Business Day by the
Trustee based on the last closing sale prices, the mean between the bid and
offer price or other bases on the day the valuation is made. (See "Rights of
Unitholders -- Redemption of Units" herein.) Determinations are effective for
transactions effected subsequent to the last preceding determination.

Public Distribution

During the initial offering period, Units will be distributed by the
Underwriter and through dealers at the Public Offering Price determined as
provided above. Upon the termination of the initial public offering period,
unsold Units or Units acquired by the Underwriter in the secondary market

<PAGE> 47

referred to below may be offered to the public by this Prospectus at the then
current Public Offering Price determined as provided above.

The Underwriter, through the initial or primary distribution of Units to
the public and to dealers, will receive a gross sales commission equal to the
sales charge of 4.9% of the Public Offering Price of the Units (approximately
5.15% of the net value of the Trust assets as determined by the Trustee).

The Sponsor intends to qualify Units in all states of the United States
except Alaska, for sale by the Underwriter and from time to time may offer
Units for sale through dealers who are members of the National Association of
Securities Dealers, Inc. Such dealers, if any, may be allowed a concession or
agency commission by the Underwriter.

Secondary Market

While not obligated to do so, the Underwriter intends to maintain, at its
expense, a secondary market for Units of the Trust and to continuously offer to
repurchase Units from Unitholders at the Redemption Price calculated by the
Trustee. (See "Right of Unitholders -- Redemption of Units" herein.) Any Units
repurchased by the Underwriter at the Redemption Price may be reoffered to the
public by the Underwriter at the then current Public Offering Price, which
price includes a sales charge of 4.9%. Effective on each July 1 commencing the
second July 1 following the initial Date of Deposit, such sales charge will be
reduced by 1/2 of one percent to a minimum sales charge of 2%. Any profit or
loss resulting from the resale of such Units will belong to the Underwriter. In
addition, Unitholders whose accounts are with the Underwriter and who own
75 or more Units will be provided with the opportunity to automatically
reinvest their distributions in Units at a Public Offering Price that includes
the minimum sales charge of 2%. (See "Rights of Unitholders -- Reinvestment
Option", below.)

If the supply of Units exceeds the demand (or for any other business
reason), the Underwriter may, at any time, from time to time, or permanently,
discontinue the repurchase of Units of this series at the Redemption Price.
Alternatively, Unitholders may redeem their Units through the Trustee, although
the Sponsor shall have the right to purchase such tendered Units at a price not
less than the price the Unitholder would receive from the Trustee upon tender.
(See "Rights of Unitholders -- Redemption of Units" herein.)

Profit of Sponsor and Underwriter

The Sponsor may either realize a profit or sustain a loss on the deposit of
the Securities in the Trust representing the difference between the cost of the
Securities to the Sponsor and the cost of the Securities to the Trust. (See
"Schedule of Trust Securities" in Part A.) The Sponsor may realize a similar
profit or loss in connection with each additional deposit of Securities in the
Trust. The Underwriter receives a sales charge on Units sold to the public or
dealers. The Underwriter may realize a profit or sustain a loss with respect to
Securities acquired from underwriting syndicates of which the Underwriter is a
member. In addition, the Underwriter may have acted as the broker in
transactions relating to the purchase of Securities for deposit in the Trust.
During the initial public offering period, the Underwriter may realize
additional profit (or sustain a loss) due to daily fluctuations in the offering
prices of the Securities in the Trust and thus in the Public Offering Price of
Units received by the Underwriter.

<PAGE> 48

The Underwriter may also realize a profit or sustain a loss while
maintaining a secondary market in the Units, in the amount of any difference
between the prices at which the Units were bought and the prices at which such
Units were resold (such prices include a sales charge) or the prices at which
such Units were redeemed, as the case may be.

Cash, if any, received by the Underwriter from the Unitholders prior to
the settlement date for purchase of Units or prior to the payment for
Securities upon their delivery may be used in the Underwriter's business
subject to the limitations of Rule 15c3-3 under the Securities Exchange Act of
1934 and may be of benefit to the Underwriter.

FEDERAL TAXATION

The following discussion is a general description of certain of the
federal income tax consequences that will result from the purchase, ownership
and disposition of Units which generally will be applicable to individual
Unitholders. The summary is limited to investors who hold the Units as "capital
assets" (generally, property held for investment) within the meaning of Section
1221 of the Internal Revenue Code of 1986, as amended (the "Code"). Unitholders
should consult their tax advisors in determining the particular federal, state,
local and any other tax consequences of the purchase, ownership and disposition
of Units in the Trust which may apply to their specific circumstances.

General Consequences

The Trust intends to qualify for and elect tax treatment as a "regulated
investment company" under Subchapter M of the Code. This special tax treatment
is available to corporations and certain unincorporated associations or trusts
which, for federal income tax purposes are taxable as corporations. To qualify
for and elect such treatment the Trust must meet certain requirements relating
to its sources of income, diversification of its assets and distribution of its
income to Unitholders. By so electing and meeting such requirements, the Trust
is not subject to federal income and excise taxation on its net investment
income and net capital gain to the extent that such income and gain is
distributed to Unitholders in compliance with the requirements imposed by the
Code. The Trust may sell Securities to the extent necessary to fund
distributions to Unitholders if necessary to maintain the Trust's status as a
regulated investment company.

Taxation of Trust Distributions

The Trust intends to distribute to its Unitholders all of its net income,
including net capital gain, at least annually. Except as discussed below,
distributions are taxable to Unitholders in accordance with their method of
accounting (generally when received in the case of individual Unitholders using
the cash method of accounting). However, certain distributions of net income
and net capital gain from the prior year paid by the Trust in January of a
following year will be taxable to Unitholders as if received on December
31 of the prior year. The Trust will provide each Unitholder with information
concerning what part of any distribution is subject to this special dividend
treatment.

Distributions of net income and net short term capital gain are taxable to
the Unitholders as ordinary income. When the Units are held by corporate
Unitholders, Trust distributions may qualify for the 70% dividends-received
deduction, subject to the limitations otherwise applicable to the availability

<PAGE> 49

of the deduction, to the extent the distribution is attributable to dividends
received by the Trust from United States corporations and is designated by the
Trust as being eligible for such deduction. The Trust will provide each
Unitholder with information annually concerning what part of Trust
distributions are eligible for the dividends received deduction.

Distributions from the Trust's net capital gain which are designated by
the Trust and otherwise qualify under the Code as "capital gain dividends" are
taxable to Unitholders as long-term capital gain. This tax treatment applies
regardless of the length of time the Units on which such distributions are paid
have been held by the Unitholder. Unitholders are to be informed as to the
amount and character of distributions made by the Trust for federal income tax
purposes.

Distributions also may be subject to state and local taxes, even if all or
a substantial part of such distributions are derived from interest on U.S.
government obligations which, if received by the Unitholder directly, would be
exempt from state income tax. Each Unitholder should consult his or her own tax
advisor about the federal, state and local tax consequences resulting from the
ownership of Units of the Trust.

Unitholder's Tax Basis in Units

A Unitholder's tax basis in its Units will equal the price (including
brokerage commissions) paid by such Unitholder for the Units. Investors
purchasing Units just prior to a distribution date should be aware the Unit
price at that time includes the amount of the forthcoming distribution, and the
distribution will be taxable to them even though it represents a return on the
Unitholder's investment.

Sale, Exchange or Redemption of Units

A Unitholder will recognize gain or loss upon the sale, exchange or
redemption of Units in a taxable transaction. In general, provided the
Unitholder holds the Unit as a capital asset (e.g., for investment), such gain
or loss will be long-term or short-term depending on the Unitholder's holding
period for the Unit. However, any loss realized by a Unitholder on the sale or
exchange of Units that have been held not more than six months will be treated
as a long-term capital loss to the extent of any "capital gain distribution"
that has been paid to the Unitholder with respect to such Units.

Tax Consequences of In Kind Distributions

As discussed in "Administration of the Trust -- Amendment or Termination"
herein, upon termination of the Trust, a Unitholder owning 1,200 or more Units
may request an In Kind Distribution of Securities. The Sponsor may also direct
the Trustee to make an In Kind Distribution in redemption of a Unitholder's
Units, if the Unitholder requests a redemption of more than 1,200 Units. A
Unitholder receiving an In Kind Distribution will have his Securities exchanged
entirely in kind, except that cash will be distributed in lieu of fractional
shares of stock or fractional portions of authorized denominations of
convertible debt securities.

The foregoing rules described above under "Sale, Exchange or Redemption of
Units" will apply to a Unitholder that receives an In Kind Distribution. In
such event the gain recognized by the Unitholder will be equal to the excess of

<PAGE> 50

(i) the fair market value of the Securities and cash distributed to the
Unitholder for his or her Units over (ii) the Unitholder's tax basis in such
Units. Unitholders receiving an In Kind Distribution should be aware that the
amount of tax due upon the distribution may exceed the amount of cash
distributed to them.

Investment in Foreign Securities and ADRs

Distributions paid on foreign Securities (including ADRs) may be subject
to a withholding tax imposed by foreign countries. Tax treaties between certain
countries and the United States may reduce or eliminate such withholding taxes.
Distributions received on foreign Securities and ADRs will be reduced by the
amount of any applicable, non-reclaimable foreign withholding tax. Unless
the Election, as defined below, is made any withholding taxes deducted from
distributions paid on foreign Securities and ADRs may be used as a credit or a
deduction against the federal income tax liability of the Trust.

A Trust may be eligible to make an election under the Code to forego
any claim to a deduction or credit for foreign taxes and to pass through the
foreign tax credit or deduction directly to Unitholders (the "Election").
More than 50% of the value of the Trust's total assets at the close of its
taxable year must consist of stock or securities of foreign corporations for
the Trust to make the Election. This determination is made for each taxable
year of the Trust. Thus, a Trust that qualifies to make the Election in one or
more taxable years may not be eligible to make the Election in any future
taxable year. In addition, the Election is made at the sole discretion and
direction of the Sponsor which may decide to forego the Election even if the
Trust is eligible to make the Election in any given year. If the Trust makes
the Election, the amounts to be treated by each Unitholder as his or her
proportionate share of gross income from, and taxes paid to, a foreign country
will be designated by the Trust in a written notice mailed to Unitholders not
later than 60 days after the close of the Trust's taxable year.

Each Unitholder who is a citizen or resident of the United States will be
entitled either to (i) deduct the amount of such foreign taxes as an itemized
deduction, or (ii) subject to applicable limitations, credit the amount of such
taxes against the Unitholder's U.S. federal income tax liability. A Unitholder
who is a nonresident alien individual or which is a foreign corporation will be
entitled to a deduction or credit of the foreign tax only if the income
received from the Trust is effectively connected with the conduct of a trade or
business within the United States. Unitholders should be aware that, for
purposes of computing applicable limitations on the foreign tax credit,
dividends and interest received by the Trust in respect of the foreign
Securities and ADR's are expected to give rise to foreign source income but the
gains from the disposition of the foreign Securities and ADR's will be treated
as U.S. source income. Each Unitholder should consult his or her own tax
adviser regarding the application of the foreign tax credit to his or her
particular circumstance.

Convertible Securities, Preferred Stock Redemption Premium

In general, neither the Trust nor any Unitholder will recognize any gain
or loss upon the conversion of a Convertible Security in accordance with the
terms of the particular Convertible Security. The Trust's tax basis in the
Convertible Security following the conversion will be allocated to the
instrument into which it is converted.

<PAGE> 51

The Trust may acquire a Convertible Security that was issued at a price
which is less than the stated redemption price for the Convertible Security at
maturity (without regard to any conversion feature) or which provides for the
accrual of interest without current payment in each year. In either event, the
Convertible Security may be subject to the original issue discount rules. As a
result thereof, the Trust may be required to recognize original issue discount
income even though there has been no corresponding cash payment of interest.
Therefore, from time to time, the Trust may find it necessary to sell
Securities in taxable transactions to generate the cash necessary to make the
distributions required to maintain regulated investment company status. In
addition, the Trust may acquire Convertible Securities from a party other than
the original issuer for a price that is less than the stated redemption price
or, in the case of a Convertible Security issued with original issue discount,
the adjusted basis of such obligation ("market discount"). Upon the disposition
of such a Convertible Security in a taxable transaction, gain will be
recognized by the Trust as ordinary income rather than as capital gain to the
extent of such market discount.

The Trust may acquire preferred stock that is by its terms mandatorily
redeemable at a premium. In such event the Trust may be required to accrue in
income an amount equal to an allocable portion of the redemption premium
(determined under rules similar to the accrual of original issue discount) even
though the Trust receives no corresponding cash payment. As in the case of
Convertible Securities issued with original issue discount, in such event the
Trust may find it necessary to sell Securities in taxable transactions to
generate the cash necessary to make the distributions required to maintain
regulated investment company status.

Back-Up Withholding

Each Unitholder will be requested to provide the Unitholder's taxpayer
identification number to the Trustee (or, in the case of Units held in
book-entry only form, the owner of record of such Units) and to certify that
the Unitholder has not been notified that payments to the Unitholder are
subject to back-up withholding. If the proper taxpayer identification number
and appropriate certification are not provided when requested, distributions by
the Trust to such Unitholder (including amounts received upon the redemption of
Units) will be subject to 31% back-up withholding. Distributions by the Trust
will generally be subject to United States income taxation and withholding in
the case of Units held by non-resident alien individuals, foreign corporations
or other non-United States persons.

STATUS OF THE TRUST UNDER NEW YORK STATE AND CITY LAW

Under existing income tax laws of the State and City of New York, the
Trust is an association taxable as a corporation. By qualifying for and
electing regulated investment company status for Federal income tax purposes,
the Trust will be taxed under special provisions of the State and City of New
York income tax laws that do not impose a corporate income tax on that portion
of Trust's income which is distributed to Unitholders. To the extent the Trust
has any New York source income, it may be subject to State and City of New York
income taxes attributable to a portion of the taxes paid or deemed to have been
paid by the Trust to foreign jurisdictions to the extent such taxes were
deducted by the Trust in computing its federal taxable income.

The foregoing discussions relate only to United States federal and New York
State and City income taxes. Unitholders may be subject to state and local

<PAGE> 52

taxation in other jurisdictions. Unitholders should consult their tax advisors
regarding potential state or local taxation with respect to the Units.

RIGHTS OF UNITHOLDERS

Units

A certificate representing 100% of the fractional undivided interest in
and ownership of the Units will be registered in the name or to the order of
the Underwriter on the books of the depository, The Depository Trust Company
("DTC" or the "Depository"). Accordingly, the Underwriter or its designee will
be the holder of record of the Units.

The Units will be issued in book-entry form only and the Unitholders will
not be entitled to receive physical certificates representing their Units. A
Unitholder's ownership of Units will be recorded on or through the records of
the Underwriter or any other brokerage firm that maintains such Unitholder's
account for such purpose. In turn, the brokerage firm's record ownership of
such Units will be recorded on the records of the Depository (or of a DTC
participating firm that acts as agent for the brokerage firm if a Unitholder's
brokerage firm is not a DTC participant). Therefore, a Unitholder must rely
upon the foregoing procedures to evidence such Unitholder's beneficial
ownership of a Unit. Beneficial ownership of a Unit may only be transferred by
compliance with the procedures of such brokerage firms and DTC participants.
Neither the Trustee nor the Sponsor will have any responsibility or liability
for any aspect of the records relating to or payments made by such brokerage
firms or DTC participants on account of beneficial ownership interests in the
Units or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

DTC, which is a New York-chartered limited purpose trust company, performs
services for its participants, some of whom (and/or whose representatives) own
DTC. In accordance with its normal procedures, DTC is expected to record
separately the positions held by each DTC participant in the Units, whether
held for its own account or as a nominee for another person. The Underwriter is
a DTC participant.

Each distribution from the Income Account and payment upon redemption of a
Unit will be paid to the Depository for the benefit of the record holder of the
Units as shown on the books of the Depository. The Depository will be
responsible for crediting the amount of such payments to the accounts of the
applicable DTC participants in accordance with the Depository's normal
procedures. Each DTC participant will be responsible for disbursing such
payments to the beneficial owners of the Units that it represents and to each
brokerage firm for which it acts as agent. Each such brokerage firm will be
responsible for disbursing funds to the beneficial owners of the Units that it
represents.

If the foregoing book-entry procedures are terminated for any reason,
definitive Certificates will be issued in appropriate amounts as requested by
the DTC participants holding the Units.

The Trustee is authorized to treat as the record owner of Units that
person who is registered as such owner on the books of the Trustee. Units are
transferable by presentation of transfer instructions to the Trustee
accompanied by such documents executed by the Unitholder or his authorized
attorney and such Unitholder's brokerage firm as the Trustee deems necessary to

<PAGE> 53

establish the authority of the person making such transfer. 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.

Although no such charge is now made or contemplated, the Trustee may
require a Unitholder to pay a reasonable fee for each Unit transferred and to
pay any governmental charge that may be imposed in connection with each such
transfer.

Certain Limitations

No Unitholder shall have the right to vote except in certain circumstances
relating to the amendment and termination of the Trust. (See "Administration of
the Trust -- Amendment or Termination" herein.) Unitholders shall have no right
to control the operation or administration of the Trust in any manner, except
upon the vote of 51% of the Unitholders outstanding at any time for purposes of
amendment or termination of the Trust, all as provided in the Agreement.
Unitholders will be unable to dispose of any of the Securities, as such, and
will not be able to vote the Securities. No Unitholder shall ever be under any
liability to any third party for any action taken by the Trustee or Sponsor.

Redemption of Units

Requests for redemption of a Unit at the option of a Unitholder must first
be presented to the Unitholder's brokerage firm. Such brokerage firm (if such
firm is a DTC participant and, if not, through the DTC participant acting on
behalf of such firm) will present such redemption request to DTC and DTC, in
turn, will present such request to the Trustee for processing in accordance
with the applicable redemption provisions of the Agreement. The Trustee may
require a Unitholder and such Unitholder's brokerage firm to submit additional
information or certifications to the Trustee to evidence compliance with the
applicable redemption provisions of the Agreement. Units will be deemed to be
"tendered" to the Trustee when the Trustee is in physical possession of
transfer instructions and such other documentation as may be required by the
Trustee to effect the redemption of the Units. Compliance with the foregoing
procedures may result in delays in the processing of redemption requests by
Unitholders. No redemption fee will be charged by the Trustee. (See "Rights of
Unitholders -- Units", herein.)

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 as of the Evaluation Time
set forth in the "Summary of Essential Information" in Part A on the date of
tender. The "date of tender" is deemed to be the date on which the Units are
duly tendered to the Trustee, except that as regards Units received after the
Evaluation Time, the date of tender is the next day on which the exchange is
open for trading and such Units will be deemed to have been tendered at the
Redemption Price computed on that day. With respect to redemption requests in
excess of 1,200, the Sponsor may determine, in its discretion, to direct the
Trustee to redeem Units "in kind" by distributing Securities to the redeeming
Unitholder. There will be no distribution of fractional shares or portions of
convertible debt Securities less than the authorized denomination and,
therefore, a redeeming Unitholder may also receive cash with an in kind
distribution. The Sponsor may direct the Trustee to redeem Units in kind even
if it is then maintaining a secondary market in Units of the Trust. Securities

<PAGE> 54

will be valued for this purpose as described herein. A Unitholder receiving a
redemption in kind may incur brokerage or other transaction costs in converting
the Securities distributed into cash. The availability of redemption in kind is
subject to compliance with all applicable laws and regulations, including the
Securities Act of 1933, as amended.

Any amounts paid on redemption representing income received will be
withdrawn from the Income Account to the extent funds are available. All other
amounts will be withdrawn from the Capital Account. The Trustee is empowered to
sell Securities in order to make funds available for redemption.

To the extent that Securities are redeemed in kind or sold, the size of
the Trust will be reduced, and the diversity of the Trust may be altered. Sales
may be required at a time when Securities would not otherwise be sold and may
result in lower prices than might otherwise be realized. The price received
upon redemption may be more or less than the amount paid by the Unitholder
depending on the value of the Securities in the Portfolio at the time of
redemption.

The Redemption Price per Unit of the Trust is determined by the Trustee as
of the Evaluation Time on the date any such determination is made. The
Redemption Price per Unit is each Unit's pro rata share, determined by the
Trustee, of: (1) the aggregate market value of the Securities, (2) cash on hand
in the Trust including dividends receivable on stocks trading ex-dividend or
interest on convertible debt securities after the record date for payment
thereof, as of the date of computation, and (3) any other assets of the Trust,
less (a) amounts representing taxes or governmental charges payable out of the
Trust, (b) the accrued expenses of the Trust, and (c) cash held for
distribution to Unitholders of record as of a date prior to the evaluation.

The aggregate market value of the Securities is determined in good faith
by the Trustee in the following manner. If the Securities are listed on the New
York Stock Exchange, the American Stock Exchange, any other national securities
exchange, which includes foreign national exchanges for foreign Securities, or
on the NASDAQ National Market System ("National Exchange"), the evaluation will
be based on the last closing sale price as of the Evaluation Time on such
exchange (unless the Trustee determines such price is an inappropriate basis
for evaluation) or, if there is no closing sale price on such exchange, at the
mean between the closing bid and offer prices. If the Securities, other than
convertible debt securities, are not so listed or, if so listed and the
principal market therefore is other than on such exchange, the evaluation will
be based on the mean between the current bid and offer prices in the
over-the-counter market (unless the Trustee determines these prices are an
inappropriate basis for evaluation). If current bid or closing prices are
unavailable, the evaluation will be determined on the basis of any of the
following methods the Trustee deems appropriate (1) on the basis of the mean
between the current bid and offer prices of such Securities as obtained from
investment dealers or brokers who customarily deal in securities comparable to
those held by the Trust (which may include the Underwriter), (2) on the basis
of comparable bid prices for comparable securities, (3) by appraising the value
of the Securities at the mean between the bid and offer side of the market or
by such other appraisal deemed appropriate by the Trustee or (4) by any
combination of the above, each as of the Evaluation Time. If the Security being
evaluated is a convertible debt security, the market value shall be determined
by the Trustee on the basis of current bid side prices. A Security denominated
in a currency other than United States dollars shall be evaluated as described
above and the evaluator shall then state such evaluation based upon the

<PAGE> 55

exchange rates, at the Evaluation Time, as reported by FactSet Data Systems,
Inc., or such other source as the Sponsor or Trustee deem appropriate.

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 trading on such

exchange is restricted, or an emergency exists, as a result of which emergency
disposal or evaluation of the Securities is not reasonably practicable, or for
such other periods as the Securities and Exchange Commission may by order,
permit or require.

The Indenture requires that the Trustee notify the Sponsor of any tender
of Units for redemption. The Sponsor may, and so long as the Underwriter is
maintaining a secondary market for Units, the Underwriter may, prior to the
close of business on the day of tender, purchase any Units tendered to the
Trustee for redemption by making payment therefor to the Unitholder in an
amount not less than that which would have been paid by the Trustee had the
Units been redeemed by the Trustee. (See "Public Offering of Units -- Secondary
Market".) Units held by the Sponsor or the Underwriter may be tendered to the
Trustee for redemption in the same manner as any other Units.

The offering price of any Units resold by the Underwriter will be the
Public Offering Price determined in the manner provided in this Prospectus.
(See "Public Offering of Units -- Public Offering Price" herein.) Any profit
resulting from the resale of such Units will belong to the Underwriter which
likewise will bear any loss resulting from a lower offering or redemption price
subsequent to its acquisition of such Units. (See "Public Offering of Units --
Profit of Sponsor and Underwriter" herein.)

Reinvestment Option

The Underwriter offers to those Unitholders who own 75 or more
Units in an account with the Underwriter the ability to elect to have each
distribution of income and capital gains on such Units automatically reinvested
in additional Units of the Trust at a reduced sales charge of 2% of the
Public Offering Price (to the extent Units may be lawfully offered for sale
in the state in which the Unitholder resides). To participate in the
reinvestment plan, a Unitholder must file a written notice of election with his
or her broker at least ten days prior to the Record Date for which the first
distribution is to apply. A Unitholder's election to participate in the
reinvestment plan will apply to all Units of the Trust owned by such Unitholder
and such election will remain in effect until changed by the Unitholder or
until such plan is terminated by the Underwriter. The Underwriter may suspend
or terminate the reinvestment option at any time without notice.

Under the reinvestment plan, distributions will be used to purchase Units
already held in inventory by the Underwriter or to purchase Units created for
such purpose by the deposit of additional Securities. If the reinvestment
option has been suspended or terminated, which may occur if Units are
unavailable for such purpose, distributions which would otherwise have been
reinvested shall be distributed to the Unitholder on the applicable
Distribution Date.

<PAGE> 56

Purchases of Units made pursuant to the reinvestment plan will be made at
a Public Offering Price that includes a sales charge of 2% as of the Evaluation
Time on the related Income or Capital Distribution Dates. The 2% sales charge
reflects a reduction from the sales charges (except during periods after which
the secondary market sales charge has been reduced to 2%) otherwise paid by
investors for Units. (See "Public Offering -- Public Offering Price" herein.)
Under the reinvestment plan, the Underwriter receives the Unitholder's
distribution and purchases for such Unitholder full and fractional Units of the
Trust. The Unitholder will receive confirmation of such purchases in the next
regular brokerage statement following such investment.

A participating Unitholder may, at any time prior to five days preceding
the next succeeding Distribution Date, by so notifying the Underwriter in
writing, elect to terminate his or her reinvestment plan and receive future
distributions in cash on applicable Distribution Dates. There will be no charge
or other penalty for such termination.

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
Indenture and Agreement, legal and auditing expenses, advertising and selling
expenses, expenses of the Trustee, including those related to foreign
custodians, and other out-of-pocket expenses have been borne by the Sponsor at
no cost to the Trust.

Fees

The Sponsor's supervisory fee, if any, earned for supervising the
Portfolio is based upon the largest number of Units outstanding at any time
during the calendar year and will be payable annually. The Sponsor's fee is
currently $0.50 per 100 Units (and shall not exceed $0.60 per 100 Units per
year) and may exceed the actual costs of providing these supervisory services,
but at no time will the total amount the Sponsor receives for these supervisory
services, when combined with all compensation received with respect to any
other series of trusts in any calendar year, exceed the aggregate cost to it of
supplying such services in such year.

Under the Indenture and Agreement, for its services as trustee and
evaluator the Trustee will receive fees in the amount set forth in "Summary of
Essential Information -- Trustee's Fee and Estimated Expenses" in Part A,
computed and paid on the basis of the largest number of Units outstanding at
any time during the calendar year. Such fees include amounts representing
certain regular and recurring expenses of the Trust, which include, but are not
limited to, the sub-custodians' fees. Certain regular and recurring expenses of
the Trust, including certain mailing and printing expenses, are borne by the
Trust and are payable as incurred.

The Sponsor's fee, if any, accrues monthly but is paid annually. The
Trustee's fees are payable monthly on or before the first business day of each
month from the Income Account, to the extent funds are available and thereafter
from the Capital Account. Any such fees may be increased without approval of
the Unitholders in proportion to increases under the classification "All
Services Less Rent" in the Consumer Price Index published by the United States
Department of Labor. The Trustee also receives benefits to the extent that it

<PAGE> 57

holds funds on deposit in various non-interest bearing accounts created under
the Indenture and Agreement. For a discussion of the services rendered by the
Trustee pursuant to its obligations under the Indenture and Agreement, see
"Administration of the Trust" herein.

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 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 Securities in the Trust. Since the income stream produced by
dividend payments on the Securities is unpredictable, the Sponsor cannot
provide any assurance that dividends will be sufficient to meet any or all
expenses of the Trust. If the balances in the Income and Capital Accounts are
insufficient to provide for amounts payable by the Trust, the Trustee has the
power to sell Securities to pay such amounts. These sales may result in capital
gains or losses to Unitholders. (See "Federal Taxation" herein.)

ADMINISTRATION OF THE TRUST

Records and Accounts

The Trustee will keep records and accounts of all transactions of the
Trust at its offices at 101 Barclay Street, New York, New York 10286. These
records and accounts will be available for inspection by Unitholders at
reasonable times during normal business hours. The Trustee will keep on file
for inspection by Unitholders an executed copy of the Indenture and Agreement
together with a current list of the Securities. In connection with the storage
and handling of certain Securities deposited in the Trust, the Trustee is
authorized to use the services of Depository Trust Company. These services
would include safekeeping of the Securities, coupon-clipping, computer
book-entry transfer and institutional delivery services. The Trustee is
authorized to engage custodians to act as its agents to effectuate certain of
the Trustee's responsibilities with respect to foreign Securities, including
holding and disposing of Securities in foreign markets and effecting currency
exchanges.

Distributions of Income and Capital

The Trustee will credit to the Income Account all cash dividends received
by and payable to the Trust and all amounts received from the Sponsor in
respect of payments by purchasers of Units relating to Securities trading
ex-dividend, or after an interest payment record date, on the date deposited in
the Trust. Other receipts are credited to the Capital Account. Amounts in the
Income Account received by the Trust will be distributed on or shortly after
the fifteenth day of the month of the applicable Record Date on a pro rata
basis to Unitholders of record as of that date. Amounts in the Capital Account
will be distributed on or shortly after the fifteenth day of each June and

<PAGE> 58

December except that the Trustee shall not be required to make a distribution
from the Capital Account unless the cash balance on deposit therein available
for distribution shall be sufficient to distribute at least $1.00 per 100
Units. If the amounts in the Capital Account are sufficient to distribute at
least $10.00 per 100 Units, such amounts shall be distributed on or shortly
after the next scheduled Distribution Date with respect to either income or
capital, but not later than the scheduled December Distribution Date with
respect to the Capital Account, after such amounts are accumulated. The Trustee
is not required to pay interest on funds held in the Capital or Income Accounts
(but may itself earn interest thereon and therefore benefits from the use of
such funds). The Sponsor may direct the Trustee to invest amounts on deposit in
the Income and Cash accounts in United States Treasury Obligations that mature
prior to the next Distribution Date with respect to the particular Account.

The distribution to the Unitholders as of each Record 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 annual dividend distributions in the Income Account after
deducting estimated expenses. Because dividends are not received by the Trust
at a constant rate throughout the year, such distributions to Unitholders may
be more or less than the amount credited to the Income Account as of the Record
Date. For the purpose of minimizing fluctuation in the distributions from the
Income Account, the Trustee is authorized to advance such amounts as may be
necessary to provide income distributions of approximately equal amounts. The
Trustee shall be reimbursed, without interest, for any such advances from funds
in the Income Account on the ensuing Record Date. The Sponsor and the Trustee
may declare an additional distribution in December in the event the amounts
received by the Trust during the year substantially exceed the receipts
estimated by the Trustee in calculating the quarterly distribution. A person
who purchases 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. See "Rights of
Unitholders -- Units", herein.

The Trustee will deduct from the Income Account and, to the extent funds
are not sufficient therein, from the Capital Account, amounts necessary to pay
the expenses of the Trust as they are incurred (as determined on the basis set
forth under "Trust Operating Expenses" herein). The Trustee may also withdraw
from the Income and Capital Accounts such amounts, if any, as it deems
necessary to establish a reserve for any applicable taxes or other governmental
charges payable out of the Trust. Amounts so withdrawn shall not be considered
a part of the Trust's assets until such time as the Trustee shall return all or
any part of such amounts to the appropriate accounts. In addition, the Trustee
may withdraw from the Income and Capital Accounts such amounts as may be
necessary to cover redemptions of Units.

Administration of the Portfolio

The Trust is not "managed" by the Sponsor or the Trustee; their activities
described below are governed solely by the provisions of the Indenture and
Agreement. The original proportionate relationship between the number of shares
of each Security in the Trust will be adjusted to reflect the occurrence of a
stock dividend, stock split, merger, reorganization or a similar event which
affects the capital structure of the Issuer of a Security in the Trust but
which does not affect the Trust's percentage ownership of the common stock
equity of such Issuer at the time of such event or if the Securities are

<PAGE> 59

disposed of for any of the reasons listed in (1) through (10) below, in
connection with a Failed Contract Security, or in the event a convertible
security is converted to common stock or an ADR is exchanged for the underlying
common stock. The Sponsor may direct the Trustee to dispose of Securities (1)
upon default in payment of dividends, after declared, or interest when either
are due and payable, (2) if any action or proceeding has been instituted at law
or equity seeking to restrain or enjoin the payment of dividends or interest on
any such Securities, or if there exists any legal question or impediment
affecting such Securities or the payment of dividends or interest on the same,
(3) if there has occurred any breach of covenant or warranty in any document
relating to an Issuer which would adversely affect either immediately or
contingently the payment of dividends or interest on such Securities, or the
general credit standing of an Issuer or otherwise impair the sound investment
character of such Securities, (4) if there has been a default in the payment of
interest or dividends, or the principal or interest or premium, if any, on any
other outstanding obligations of an Issuer (which, for purposes of this clause,
shall mean either or both the Issuer of the security underlying an ADR and the
depositary for such ADR), (5) if the price of any such Securities has declined
to such an extent or other such market or credit factors exist that in the
opinion of the Sponsor as evidenced in writing to the Trustee, the retention of
such Securities would be detrimental to the Trust and to the interests of the
Unitholders, (6) if all of the Securities will be sold pursuant to termination
of the Trust as provided in the Indenture and Agreement, (7) if such sale is
required due to Units tendered for redemption, (8) upon the occurrence of a
change in the business of an Issuer (which, for purposes of this clause, shall
mean either or both the Issuer of the security underlying an ADR and the
depositary for such ADR) that would have caused the Sponsor not to include the
securities of such Issuer in the Portfolio had such circumstances existed prior
to the formation of the Trust, (9) to maintain the status of the Trust as a
Regulated Investment Company under the Code, or (10) to prevent the Trust from
becoming subject to the provisions of the Public Utility Holding Company Act of
1935 and the rules and regulations promulgated thereunder. The proceeds of a
disposition of the Securities are to be deposited in the Capital Account of the
Trust and distributed to Unitholders in accordance with the Indenture and
Agreement. If a failure to pay declared cash dividends or interest on any of
the Securities occurs and if the Sponsor does not, within 30 days after
notification, instruct the Trustee to sell or hold such Securities, the
Indenture provides that the Trustee may in its discretion sell such Securities
and distribute the proceeds of such sale. As the holder of the Securities, the
Trustee will have the right to vote all of the voting stocks in the Trust and
will vote such stocks in accordance with the instructions of the Sponsor or, in
the absence of such instructions, according to the recommendations, if any, of
the Issuer's management.

Reports to Unitholders

In connection with each distribution, the Trustee shall furnish
Unitholders a statement of the amount of income and the amount of other
receipts (received since the preceding distribution), if any, being
distributed, expressed in each case as a dollar amount representing the pro
rata share for each 100 Units outstanding. Within a reasonable period of time
after the end of each calendar year, the Trustee shall furnish to each person
who at any time during the calendar year was a registered Unitholder, a
statement (i) as to the Income Account: dividends and interest received,
deductions for applicable taxes, fees and expenses of the Trust, cash amounts
paid for purchases of Securities to replace Failed Contract Securities and for
redemptions of Units, if any, and the balance remaining after such

<PAGE> 60

distributions and deductions, expressed in each case both as a total dollar
amount and as a dollar amount representing the pro rata share per 100 Units
outstanding on the last Business Day of such calendar year; (ii) as to the
Capital Account: the dates of disposition of any Securities and the net
proceeds received therefrom, cash amounts paid for purchases of Securities to
replace Failed Contract Securities and for redemption of Units, deductions for
payment of applicable taxes and 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 per 100
Units outstanding on the last Business Day of such calendar year; (iii) a list
of the Securities held and the number of Units outstanding on the last Business
Day of such calendar year; (iv) the Redemption Price per Unit based upon the
last Trustee evaluation thereof made during such calendar year; and (v) amounts
actually distributed during such calendar year from the Income and Capital
Accounts, separately stated, expressed both as total dollar amounts and as
dollar amounts representing the pro rata share per 100 Units outstanding. See
"Rights of Unitholders -- Units", herein.

In order to comply with federal and state tax reporting requirements,
Unitholders will be furnished, upon request to the Trustee, with evaluations of
the Securities in the Trust. See "Rights of Unitholders -- Units", herein.

Amendment or Termination

The Indenture and Agreement may be amended by the Trustee and the Sponsor
without the consent of any of the Unitholders (i) to cure any ambiguity or to
correct or supplement any provision thereof which may be defective or
inconsistent with any other provision, (ii) to add or change any provision as
may be necessary or advisable for the continuing qualification of the Trust as
a Regulated Investment Company, or (iii) to make such other provisions as shall
not adversely affect the Unitholders, provided, however, that the Indenture and
Agreement may not be amended to (a) increase the number of Units, except as the
result of the deposit of additional Securities pursuant to the Indenture and
Agreement, (b) permit the acquisition of additional or substitute securities
except as expressly provided therein or (c) permit the Trust to engage in any
kind of business. The Indenture and Agreement may also be amended in any
respect by the Trustee and Sponsor, or any of the provisions thereof may be
waived, with the consent of the holders of 51% of the Units then outstanding,
provided that no such amendment or waiver will reduce the interest in the Trust
of any Unitholder without the consent of such Unitholder or reduce the
percentage of Units required to consent to any such amendment or waiver without
the consent of all Unitholders. The Trustee shall advise the Unitholders of any
amendment promptly after execution thereof. See "Rights of Unitholders --
Units", herein.

The Trust may be liquidated at any time by consent of Unitholders
representing 51% of the Units then outstanding or by the Trustee when the value
of the Trust, as shown by any evaluation, is less than the Minimum Termination
Value indicated under "Summary of Essential Financial Information" in Part A.
The 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 Underwriter so
that the net worth of the Trust would be reduced to less than 40% of the value
of the Trust on the date of deposit and thereafter. If the Trust is liquidated
because of the redemption of unsold Units by the Underwriter, the Trustee will
refund to each purchaser of Units the entire sales charge paid by such
purchaser. The Indenture and Agreement will terminate upon the sale or other
disposition of the last Security held thereunder, but in no event will it

<PAGE> 61

continue beyond the Mandatory Termination Date stated under "Summary of
Essential Information" in Part A.

Written notice of any termination of the Trust shall be given by the
Trustee to each Unitholder at his address appearing on the registration books
of the Trust maintained by the Trustee. If the Trust will terminate on the
Mandatory Termination Date, the Trustee will provide written notice thereof to
all Unitholders at least 30 days before such Mandatory Termination Date. The
notice will include a form enabling Unitholders owning 1,200 or more Units to
request an In Kind Distribution rather than payment in cash upon termination of
the Trust. (See "Rights of Unitholders -- Redemption of Units", herein.) Such
request must be returned to the Trustee at least five business days prior to
the termination date. To the extent the Trust holds Securities that are
Restricted Securities or are unavailable for ownership by individuals in the
United States, such Securities will not be distributed in kind but will be
disposed of with other Securities in connection with the distribution. The
Unitholder will receive his pro rate share of the remaining Securities
comprising the Portfolio and cash in an amount equal to his pro rata share of
the proceeds of such dispositions and the value of any fractional shares that
would otherwise be distributable to him. (See "Federal Taxation -- Tax
Consequences of In Kind Distributions" herein.)

The Sponsor may direct the Trustee to dispose of Securities prior to the
Mandatory Termination Date in order to minimize the market effects of such
dispositions. Within a reasonable period of time after termination, the Trustee
will sell any Securities remaining in the Trust. The Trustee will deduct from
the funds of the Trust any accrued costs, expenses, advances or indemnities
provided by the Indenture and 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
Trustee will then distribute to each Unitholder who does not request an In Kind
Distribution his pro rata share of the balance of the Income and Capital
Accounts. For this reason, among others, the amount realized by a Unitholder
upon termination may be less than the amount paid by such Unitholder for Units.
Any sale of Securities in the Trust upon termination may result in a lower
amount than might otherwise be realized if such sale were not required at such
time.

With such distribution to the Unitholders the Trustee will furnish a final
distribution statement, in substantially the same form as the annual
distribution statement, of the amount distributable. At such time as the
Trustee in its sole discretion determines that any amounts held in reserve are
no longer necessary, it will make distributions thereof to Unitholders in the
same manner.

Limitations on Liabilities

The Sponsor 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 Indenture and Agreement, or for errors in judgment or, in the
case of the Sponsor, for errors in judgment in directing or failing to direct
the Trustee, 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 Securities. In the event of the failure of the Sponsor to act under the

<PAGE> 62

Indenture and Agreement, the Trustee may act thereunder and shall not be liable
for any action taken by it in good faith under the Indenture and Agreement.

The Trustee shall not be liable for any taxes or other governmental
charges imposed upon or in respect of the Securities or upon the interest
thereon or upon it as Trustee under the Indenture and 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 Indenture and Agreement contain other
customary provisions limiting the liability of the Trustee.

The Sponsor and Unitholders may rely on any evaluation furnished by the
Trustee and shall have no responsibility for the accuracy thereof.
Determinations by the Trustee under the Indenture and Agreement shall be made
in good faith upon the basis of the best information available to it, provided,
however, that the Trustee shall be under no liability to the Sponsor or
Unitholders for errors in judgment. This provision shall not protect the
Trustee in any case of willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations and duties.

MISCELLANEOUS

The Sponsor

Unison Investment Trusts L.P., d/b/a Unison Investment Trusts Ltd., a
Missouri limited partnership formed on March 24, 1987 ("Unison"), is the
Sponsor of the Trust. The Jones Financial Companies, A Limited Partnership, a
Missouri limited partnership ("JFC"), which owns Edward D. Jones & Co., a
Missouri limited partnership ("EDJ"), is the limited partner in Unison, and
Unison Capital Corp., Inc. ("UCC"), a Missouri corporation, is the general
partner of Unison. UCC is a wholly-owned subsidiary of LHC, Inc. ("LHC"), which
is a wholly-owned subsidiary of JFC. The principal offices of Unison, JFC, EDJ,
UCC and LHC are located at 201 Progress Parkway, Maryland Heights, Missouri
63043. The Sponsor has also acted as the sponsor of Insured Tax-Free Income
Trust ("ITFIT"), a unit investment trust consisting of a portfolio of state,
municipal and public authority debt obligations and 21st Century Trust ("21st
Century"), a unit investment trust consisting of a portfolio of common stocks,
"zero coupon" obligations issued by the United States government and ADRs. Both
ITFIT and 21st Century were established pursuant to separate Standard Terms and
Conditions of Trust and related Trust Agreements by and among the Sponsor,
United States Trust Company of New York, as trustee, and Kenny Information
Systems, Inc., as evaluator. As Sponsor of ITFIT and 21st Century, the Sponsor
performs activities that are substantially similar to those it performs for the
Trust.

The Sponsor is liable for the performance of its obligations under the
Indenture and Agreement. If the Sponsor shall fail to perform any of its duties
under the Indenture and Agreement or become incapable of acting or become
bankrupt or its affairs are taken over by public authorities, then the Sponsor
shall be discharged. In such event, the Trustee shall: (i) appoint a successor
Sponsor or Sponsors or (ii) terminate the Indenture and Agreement and liquidate
the Trust in accordance with the provisions thereof. The Sponsor may also
resign if the Sponsor and Trustee together appoint a new Sponsor by written
instrument executed among the Sponsor, the Trustee and the new sponsor. The
Indenture and Agreement provide for the appointment of a new Sponsor with a net
worth of at least $1,000,000 to replace a resigning Sponsor prior to such
resignation. However, it is not an ongoing obligation of the Sponsor to

<PAGE> 63

maintain this level of net worth. The Indenture and Agreement also provide that
the Trustee shall mail to each Unitholder notice of the discharge or
resignation of the Sponsor and of any appointment of a new Sponsor.

The Trustee

The Trustee is The Bank of New York, a banking corporation organized under
the laws of the State of New York, with its offices at 101 Barclay Street, New
York, New York 10286, (800) 221-7668.

The duties of the Trustee are primarily ministerial in nature. It did not
participate in the selection of Securities. The Trustee may engage custodians
to act as its agents to effectuate certain of its responsibilities with respect
to foreign Securities, including the holding and disposition of Securities in
foreign markets and effecting currency exchanges. See "The Sub-Custodians",
herein.

Under the Indenture and Agreement, the Trustee or any successor trustee
may resign and be discharged from the Trust created by the Indenture and
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 of 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. In case the Trustee becomes incapable of acting, is
adjudged to be bankrupt or is taken over by public authorities or under certain
changes in control of the Trustee, the Sponsor may remove the Trustee and
appoint a successor trustee as provided in the Indenture and Agreement. 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 corporation which is authorized to exercise trust powers, is
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.

The Sub-Custodians

The foreign Securities will be acquired by, or otherwise delivered to, and
held in certain of the Trustee's overseas branches and in branches of other
United States banks located in the countries in which the respective foreign
Issuers are located or in which the primary market for the foreign Security is
made (each a "Sub-Custodian"). Dividends and other distributions that are paid
or made with respect to foreign Securities held by Sub-Custodians are, unless
they are Securities to be deposited in the Trust, to be converted to U.S.
dollars by the Sub-Custodians and then transferred to the Trustee.

<PAGE> 64

Underwriting

EDJ is the Underwriter for the Units. EDJ is a Missouri limited
partnership formed on May 23, 1969. EDJ's principal office is located at 201
Progress Parkway, Maryland Heights, Missouri, 63043. EDJ is a member of the New
York Stock Exchange, as well as other securities exchanges and the National
Association of Securities Dealers, Inc. EDJ is engaged in the securities
brokerage business as well as underwriting and distributing new issues and
acting as a dealer in unlisted securities and municipal bonds. EDJ purchases
the Units on the date they are issued by the Trust and is entitled to the
benefits thereof, as well as subjected to the risks inherent therein.

Units may also be sold by the Underwriter to dealers who are members of
the National Association of Securities Dealers, Inc. Such dealers, if any, may
be allowed a concession or agency commission by the Underwriter. However,
resales of Units by such dealers to the public will be made at the Public
Offering Price described in the Prospectus. The Underwriter reserves the right
to reject, in whole or in part, any order for the purchase of Units and the
Underwriter reserves the right to change the amount of the concession to
dealers from time to time.

Legal Opinions

The legality of the Units offered hereby has been passed upon by Bryan
Cave, One Metropolitan Square, 211 North Broadway, Suite 3600, St. Louis,
Missouri 63102-2750, which firm has also rendered an opinion regarding certain
tax law matters with respect to the Trust. Bryan Cave acted as counsel to the
sponsor and to the Underwriter with respect to the Trust.

Auditors

The statement of financial condition and schedule of Trust Securities
included in this Prospectus have been audited by Arthur Andersen & Co.,
independent public accountants, as indicated in their report with respect
thereto in Part A of this Prospectus, and are included herein in reliance upon
the authority of said firm as experts in giving said reports.

<PAGE> 65

CENTRAL EQUITY TRUST

Sponsor Unison Investment Trusts Ltd.
201 Progress Parkway
Maryland Heights, Missouri 63043

Trustee and The Bank of New York
Evaluator 101 Barclay Street
New York, New York 10286

Legal Counsel Bryan Cave
to Sponsor One Metropolitan Square
211 North Broadway, Suite 3600
St. Louis, Missouri 63102

Independent Arthur Andersen & Co.
Public 1010 Market Street
Accountants St. Louis, Missouri 63101
for the Trusts
-----------------------
Except as to statements made herein furnished by the Trustee, the Trustee
has assumed no responsibility for the accuracy, adequacy and completeness of
the information contained in this Prospectus.

This Prospectus does not contain all the information with respect to the
Trust and the Sponsor set forth in the registration statement and exhibits
relating thereto which have been filed with the Securities and Exchange
Commission, Washington, D.C., under the Securities Act of 1933, as amended, and
the Investment Company Act of 1940, as amended, and to which reference is
hereby made.

No person is authorized to give any information or to make representations
not contained in this Prospectus or in supplementary sales literature prepared
by the Sponsor, and any information or representations not contained therein
must not be relied upon as having been authorized by either the Trust, the
Trustee or the Sponsor. This Prospectus does not constitute an offer to sell,
or a solicitation of an offer to buy, units in any State to any person to whom
it is not lawful to make such offer in such State. The trust is registered as a
Unit Investment Trust under the Investment Company Act of 1940, as amended.
Such registration does not imply that the Trust or any of its Units has been
guaranteed, sponsored, recommended or approved by the United States or any
State or agency or officer thereof.

CENTRAL EQUITY TRUST
[LOGO] (F1)
WORLDWIDE SERIES 1
UTILITY AND TELECOMMUNICATIONS PORTFOLIO
------------
PROSPECTUS
------------
_________ Units
A Unit Investment Trust

_____________, 1994
- ---------
[FN]
(F1) Refer to Appendix A for description of logo.

<PAGE> 66

APPENDIX A

DESCRIPTION OF LOGO

One large square, containing a black square in each corner, each black
square containing within it a white symbol: an electric plug symbolizing
electricity; a flame symbolizing natural gas; a satellite dish symbolizing
telecommunications and a running faucet symbolizing water. The center of the
large square contains a picture of the world.

<PAGE> 67

UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

The facing sheet.

The prospectus consisting of 57 pages.

The undertaking to file reports.

The signature.

Written consents of the following persons:
Bryan Cave (contained in Exhibit 9) (to be filed by amendment)
Arthur Andersen & Co. (Exhibit 11) (to be filed by amendment)
The Bank of New York (as Evaluator) (Exhibit 12) (to be filed by
amendment)

The following exhibits:

1. Form of Fourth Amended and Restated Standard Terms and
Conditions of Trust.

2. Copy of Trust Agreement (to be filed by amendment).

3. Copy of Underwriting Agreement (to be filed by amendment).

4. Copy of Terms Agreement (to be filed by amendment).

5. Form of Certificate of Ownership (to be filed by amendment).

6. Copy of Restated Certificate of Limited Partnership of Unison
Investment Trusts L.P. d/b/a Unison Investment Trusts Ltd.*

7. Copy of Amended and Restated Limited Partnership Agreement of
Unison Investment Trusts L.P. d/b/a Unison Investment Trusts
Ltd.*

8. Copy of First Amendment to Amended and Restated Limited
Partnership Agreement of Unison Investment Trusts L.P. d/b/a
Unison Investment Trusts Ltd.*

9. Opinion and Consent of counsel as to the legality of the
securities being registered (to be filed by amendment).

<PAGE> 68

10. Opinion of counsel as to the Federal and New York income tax
status of the securities (to be filed by amendment).

11. Consent of Arthur Andersen & Co. (to be filed by amendment).

12. Consent of The Bank of New York (to be filed by amendment).

_______________

[FN]

* Incorporated herein by reference to Amendment No. 1 to the Registration
Statement on Form S-6 of Central Equity Trust, Utility Series 25 (File No.
33-65808).

<PAGE> 69

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant,
Central Equity Trust, has duly caused this Registration Statement or Amendment
to the Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of Maryland Heights, and State of
Missouri, on the 11th day of May, 1994.

CENTRAL EQUITY TRUST

By: UNISON INVESTMENT TRUSTS LTD.,
Depositor

By: Unison Capital Corp., Inc.,
General Partner

By: /S/ STEVEN NOVIK
Its: Vice President

<PAGE> 70

CONSENT OF COUNSEL

The consent of counsel to the use of their name in the Prospectus included
in this Registration Statement will be filed by amendment and contained in
Exhibit 9.

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

The consent of Arthur Andersen & Co. to the use of its report and to the
reference to such firm in the Prospectus included in this Registration
Statement will be filed by amendment as Exhibit 11.

CONSENT OF THE BANK OF NEW YORK

The Consent of The Bank of New York to the use of its name in the
Prospectus included in this Registration Statement will be filed by amendment
as Exhibit 12.

<PAGE> 71

FORM S-6 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

EXHIBIT NO. TITLE
- ----------- --------------------------------------------------------------

1. Form of Fourth Amended and Restated Standard Terms and
Conditions of Trust

<PAGE> 1
EXHIBIT 1

FOURTH AMENDED AND RESTATED

STANDARD TERMS AND CONDITIONS OF TRUST

FOR

CENTRAL EQUITY TRUST

UNISON INVESTMENT TRUSTS L.P.
d/b/a UNISON INVESTMENT TRUSTS LTD.

[WORLDWIDE SERIES 1 AND SUBSEQUENT SERIES]

<PAGE> 2
FOURTH AMENDED AND RESTATED
STANDARD TERMS AND CONDITIONS OF TRUST
FOR
CENTRAL EQUITY TRUST

TABLE OF CONTENTS
Page

ARTICLE I DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE II DEPOSIT OF SECURITIES; ACCEPTANCE OF TRUST; FORM AND ISSUANCE
OF UNITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 2.01. Deposit of Securities . . . . . . . . . . . . . . . . . . 8
Section 2.02. Acceptance of Trust . . . . . . . . . . . . . . . . . . . 10
Section 2.03. Issue of Units. . . . . . . . . . . . . . . . . . . . . . 10
Section 2.04. Separate Trusts . . . . . . . . . . . . . . . . . . . . . 10
Section 2.05. Units Represented by Global Certificate . . . . . . . . . 10
Section 2.06. Register of Units . . . . . . . . . . . . . . . . . . . . 12

ARTICLE III ADMINISTRATION OF TRUSTS. . . . . . . . . . . . . . . . . . . . 12
Section 3.01. Initial Cost. . . . . . . . . . . . . . . . . . . . . . . 12
Section 3.02. Income Account. . . . . . . . . . . . . . . . . . . . . . 12
Section 3.03. Capital Account . . . . . . . . . . . . . . . . . . . . . 12
Section 3.04. Reserve Account . . . . . . . . . . . . . . . . . . . . . 13
Section 3.05. Distributions . . . . . . . . . . . . . . . . . . . . . . 13
Section 3.06. Distribution Statements . . . . . . . . . . . . . . . . . 15
Section 3.07. Sale of Securities. . . . . . . . . . . . . . . . . . . . 17
Section 3.08. Legal Counsel . . . . . . . . . . . . . . . . . . . . . . 18
Section 3.09. Notice and Sale by Trustee. . . . . . . . . . . . . . . . 18
Section 3.10. Liability of Sponsor. . . . . . . . . . . . . . . . . . . 18
Section 3.11. Notice to Sponsor; Substitute Securities. . . . . . . . . 18
Section 3.12. Conversion of Convertible Securities; Exchange of ADRs. . 20
Section 3.13. Limited Replacement of Failed Contract Securities . . . . 21
Section 3.14. Extraordinary Distributions . . . . . . . . . . . . . . . 22
Section 3.15. Compensation of Sponsor for Supervisory Services. . . . . 22
Section 3.16. Diversification Tests . . . . . . . . . . . . . . . . . . 23
Section 3.17. Investment Restrictions . . . . . . . . . . . . . . . . . 24

ARTICLE IV EVALUATION OF SECURITIES . . . . . . . . . . . . . . . . . . . . 24
Section 4.01. Evaluation of Securities. . . . . . . . . . . . . . . . . 24
Section 4.02. Information for Unitholders . . . . . . . . . . . . . . . 25
Section 4.03. Liability of Trustee. . . . . . . . . . . . . . . . . . . 25

ARTICLE V EVALUATION, REDEMPTION, PURCHASE OR TRANSFER OF UNITS . . . . . . 25
Section 5.01. Trust Evaluation. . . . . . . . . . . . . . . . . . . . . 25
Section 5.02. Redemptions by Trustee; Purchases by Sponsor. . . . . . . 26
Section 5.03. Transfer or Interchange of Units. . . . . . . . . . . . . 29

ARTICLE VI TRUSTEE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 6.01. General Definition of Trustee's Liabilities, Rights and
Duties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 6.02. Books, Records and Reports. . . . . . . . . . . . . . . . 32
Section 6.03. Indenture and List of Securities on File. . . . . . . . . 32
Section 6.04. Compensation. . . . . . . . . . . . . . . . . . . . . . . 33
Section 6.05. Removal and Resignation of Trustee; Successor . . . . . . 34
Section 6.06. Qualifications of Trustee . . . . . . . . . . . . . . . . 35

<PAGE> 3

ARTICLE VII RIGHTS OF UNITHOLDERS . . . . . . . . . . . . . . . . . . . . . 35
Section 7.01. Beneficiaries of Trust. . . . . . . . . . . . . . . . . . 35
Section 7.02. Rights, Terms and Conditions. . . . . . . . . . . . . . . 35

ARTICLE VIII SPONSOR. . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 8.01. Liabilities; Power of Attorney. . . . . . . . . . . . . . 36
Section 8.02. Discharge of a Sponsor. . . . . . . . . . . . . . . . . . 36
Section 8.03. Certain Matters Regarding Succession. . . . . . . . . . . 37
Section 8.04. Resignation of One or More Sponsors . . . . . . . . . . . 37
Section 8.05. Designation of Additional Sponsors. . . . . . . . . . . . 38
Section 8.06. Notice to Unitholders of Change in Sponsor. . . . . . . . 38
Section 8.07. Indemnification of Sponsor. . . . . . . . . . . . . . . . 38

ARTICLE IX ADDITIONAL COVENANTS; MISCELLANEOUS PROVISIONS . . . . . . . . . 38
Section 9.01. Amendments. . . . . . . . . . . . . . . . . . . . . . . . 38
Section 9.02. Termination . . . . . . . . . . . . . . . . . . . . . . . 39
Section 9.03. Construction. . . . . . . . . . . . . . . . . . . . . . . 41
Section 9.04. Registration of Units . . . . . . . . . . . . . . . . . . 41
Section 9.05. Written Notice. . . . . . . . . . . . . . . . . . . . . . 42
Section 9.06. Severability. . . . . . . . . . . . . . . . . . . . . . . 42
Section 9.07. Dissolution of Sponsor Not to Terminate . . . . . . . . . 42
Section 9.08. Certificate Mutilated, Destroyed, Stolen or Lost. . . . . 42
Section 9.09. Qualification as a Regulated Investment Company . . . . . 43
Section 9.10. Election to Allow Foreign Tax Credit to the
Shareholders. . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

<PAGE> 4

FOURTH AMENDED AND RESTATED
STANDARD TERMS AND CONDITIONS OF TRUST

FOR

CENTRAL EQUITY TRUST

WORLDWIDE SERIES 1 AND

SUBSEQUENT SERIES

EFFECTIVE: May ___, 1994

These Standard Terms and Conditions of Trust effective May ___, 1994,
are executed by and between Unison Investment Trusts L.P., d/b/a Unison
Investment Trusts Ltd., a Missouri limited partnership, as Sponsor, and THE
BANK OF NEW YORK, a New York banking corporation, as Trustee and Evaluator.

WITNESSETH that:

In consideration of the mutual agreements herein contained, the
Sponsor, the Trustee and the Evaluator agree as follows:

INTRODUCTION

These Standard Terms and Conditions of Trust shall be applicable to
Central Equity Trust, Worldwide Series 1 and all subsequent Series established
after the date of effectiveness hereof, as provided in this paragraph. The
Sponsor and the Trustee shall execute a Trust Agreement with respect to each
Trust forming a part of each Series incorporating by reference these Standard
Terms and Conditions of Trust and designating any exclusion from or exception
to such incorporation by reference for the purposes of that Trust or variation
of the terms hereof for the purposes of that Trust and specifying for that
Trust: (i) the Securities deposited in trust and the number of Units
delivered by the Trustee in exchange for the Securities pursuant to Section
2.03; (ii) the fractional undivided interest represented by each Unit;
(iii) the First Settlement Date; (iv) the Record Dates; (v) the Distribution
Date; (vi) the Mandatory Termination Date; and (vi) the determination, if
applicable, to qualify the Trust as a Regulated Investment Company.

Concurrently with the receipt of the aforesaid deposit, the Trustee
will (i) record on its books the ownership by the Sponsor or its designee of
units of fractional undivided interest in such Securities and in the Income
Account and the Capital Account maintained under this Indenture in the manner
hereinafter provided, which units of fractional undivided interest so recorded
shall represent, in the aggregate, 100% of the beneficial interest established
hereby and by the Trust Agreement in such Securities, Income Account and
Capital Account and (ii) will execute in the name of or to the order of the
Sponsor a certificate or certificates representing the aggregate number of
Units specified in such Trust Agreement and deliver the same to the order of
such Sponsor.

<PAGE> 5

ARTICLE I

DEFINITIONS

Section 1.01. Whenever used in this Indenture the following words and
phrases, unless the context clearly indicates otherwise, shall have the
following meanings:

(1) "Business Day" shall mean any day other than a Saturday or
Sunday or other day on which the New York Stock Exchange is closed for
trading, a legal holiday in the City of New York or a day on which banking
institutions are authorized by law to close.

(2) "Cash Amount" shall mean an amount per Unit, as of the date of
a Supplemental Deposit, equal to (x) cash on hand in the Trust plus (y)
cash receivable by the Trust. With respect to distributions received on
Securities, cash will be deemed to be receivable if, subsequent to the
initial date of deposit for the Trust, a record date for a distribution on
a Security has occurred or will occur prior to the date on which such
additional Security is actually delivered to the Trustee.

(3) "Code" shall mean the Internal Revenue Code of 1986, as
amended, and the rules and regulations promulgated thereunder.

(4) "Contract Securities" shall mean Securities which are to be
acquired by a Trust pursuant to purchase contracts which have been assigned
to the Trustee (including for all purposes hereof contracts evidenced by
the purchasing broker's confirmation of, or list of its confirmations of,
such contracts and a certified check or checks and/or an irrevocable letter
or letters of credit or any portion of such letter or letters of credit
and/or cash or cash equivalents in the amount required for such purchase),
including: (i) Securities listed in the appropriate Schedules to the Trust
Agreement or any Supplemental Trust Agreement with respect to such Trust;
and (ii) Securities which the Sponsor has contracted to purchase for such
Trust pursuant to Section 3.13.

(5) "Depositary" shall mean with respect to the Units of any
series issuable or issued in whole or in part in the form of one or more
Global Securities, the entity designated as Depositary by the Sponsor
pursuant to Section 2.05 until a successor Depositary shall have become
such pursuant to the applicable provisions hereof, and thereafter
"Depositary" shall mean or include each entity who is then a Depositary
hereunder, and if at any time there is more than one such entity,
"Depositary" as used with respect to the Units of any such series shall
mean the Depositary with respect to the Units of that series.

(6) "Disqualified Securities" shall mean those Securities, other
than United States Government Securities, of each Issuer which are acquired
by the Trust and whose value is greater than 5% of the total assets of the
Trust or Securities of each Issuer which are acquired by the Trust and
represent greater than 10% of the voting stock of such Issuer.

(7) "Distribution Date" shall have the meaning set forth in the
Trust Agreement relating to such Trust.

(8) "Evaluation Time" shall mean the close of trading on the New
York Stock Exchange, presently 4:00 p.m.

<PAGE> 6

(9) "Evaluator" shall mean, initially, the Trustee, and any
successor thereto who performs the duties and obligations of the Evaluator
as described herein.

(10) "Foreign Securities" shall mean those Securities (as defined
in Section 1.01(20)) that are issued by a corporation that is not created
or organized in the United States or under the law of the United States,
the District of Columbia or of any State.

(11) "Global Certificate" shall mean a certificate evidencing all
or a part of a series of Units issued to the Depositary for such series in
accordance with Section 2.05, and bearing the legend prescribed in
Section 2.05.

(12) "Grantor Trust" shall mean a Trust in which the Trust and its
Unitholders are subject to the provisions contained in Subpart E,
Subchapter J of Chapter 1 of the Internal Revenue Code of 1986, as amended.

(13) "Indenture" shall mean these Standard Terms and Conditions of
Trust as originally executed or, if amended as hereinafter provided, as so
amended, together with the Trust Agreement creating a particular Trust.

(14) "Letter of Credit" shall mean the letter of credit deposited
by the Sponsor with the Trustee pursuant to Section 2.01. The Letter of
Credit shall provide that any draw thereunder with respect to a Failed
Contract Security (as defined in Section 3.13) shall be in an amount equal
to the Purchase Amount (as defined in Section 2.01(c)) of such Failed
Contract Security.

(15) "Mandatory Termination Date" shall have the meaning ascribed
to it in Section 9.02(a).

(16) "Proportionate Relationship" shall mean that proportionate
relationship among the number of shares of each stock or of each ADR in a
Trust Portfolio and, with respect to convertible debt securities, the
number of such securities (determined by dividing the aggregate face amount
of such securities in the Trust Portfolio by the minimum authorized
denomination of such securities pursuant to the terms thereof) per Unit;
all as may be adjusted from time to time to reflect stock dividends, stock-
splits or similar events that affect the capital structure of the issuer of
the Security but which does not affect a Trust's percentage ownership of
the common stock equity of such issuer at the time of such event. The
Proportionate Relationship shall be subject to additional adjustments to
reflect, the sale of Securities pursuant to Section 3.07 or
Section 3.13(d), the conversion of any convertible security in the Trust
Portfolio to common stock or any exchange of an ADR for the underlying
common stock (in the case of conversions or an ADR exchange only when such
conversion or exchange is not for the purpose of facilitating the sale of
the Security) by re-establishing such relationship on the date of such
conversion or exchange by using the number of shares obtained through the
conversion or exchange as the new basis for determining the Proportionate
Relationship.

(17) "Record Date" shall mean the date or dates set forth in the
Trust Agreement relating to such Trust.

<PAGE> 7

(18) "Regulated Investment Company" shall mean a Trust, which
elects to qualify as a "regulated investment company" under the Internal
Revenue Code of 1986, as amended.

(19) "Restricted Securities" shall mean securities which are
"restricted securities" as defined in Rule 144A of the Securities Act of
1933, or similar provisions of law subsequently enacted.

(20) "Securities" shall mean securities which are to be acquired
by the Trust including (i) Securities (including Contract Securities)
listed in the appropriate Schedules to the relevant Trust Agreement or
Supplemental Trust Agreement, (ii) Securities which have been acquired by
the Trust pursuant to Section 3.11(b) or Section 3.12 as may from time to
time continue to be held as a part of the Trust, and (iii) Securities which
the Sponsor has contracted to purchase pursuant to Section 3.13, as the
same may from time to time continue to be held as a part of the respective
Trust.

(21) "Sponsor" shall mean Unison Investment Trusts L.P., d/b/a
Unison Investment Trusts Ltd. and its respective successors in interest, or
any additional and/or successor sponsor appointed or substituted as
hereinafter provided.

(22) "Supplemental Deposit" shall mean a deposit of Securities
subsequent to the initial date of deposit of Securities into a Trust.

(23) "Supplemental Trust Agreement" shall mean an amendment or
supplement to a Trust Agreement executed pursuant to Section 2.01(b) for
the purpose of depositing additional Securities in a Trust and issuing
additional Units.

(24) "Trust Agreement" shall mean the Trust Agreement for the
respective Trusts into which the provisions of this Indenture are
incorporated, as amended or supplemented by any Supplemental Trust
Agreement relating to such Trust Agreement.

(25) "Trust" or "Trusts" shall mean the separate trusts created
pursuant to this Indenture, which shall consist of the Securities held
pursuant and subject to the Indenture together with all undistributed
dividends received or accrued thereon, and any undistributed cash realized
from the sale or exchange thereof. Such amounts as may be on deposit in
the Reserve Account hereinafter established shall be excluded from the
Trusts.

(26) "Trustee" shall mean The Bank of New York, or any successor
trustee appointed as hereinafter provided.

(27) "Unit" shall mean each Unit of fractional undivided interest
in and ownership of a Trust which shall be equal initially to the fraction
specified in the Trust Agreement, the denominator of which shall be (i)
increased by the number of any additional Units issued pursuant to Section
2.03(b) and (ii) decreased by the number of Units redeemed as provided in
Section 5.02.

<PAGE> 8

(28) "United States Government Securities" shall mean any Security
issued or guaranteed as to principal or interest by the United States, or
by a person controlled or supervised by and acting as an instrumentality of
the Government of the United States pursuant to authority granted by the
Congress of the United States; or any certificate of deposit for any of the
foregoing.

(29) "Unitholder" shall mean the registered holder of any Unit as
recorded on the books of the Trustee, his legal representatives and heirs
and the successors of any corporation, partnership or other legal entity
which is a registered holder of any Unit, and as such shall be deemed a
beneficiary of a trust created pursuant to this Indenture to the extent of
his pro rata share thereof.

Section 1.02. The words "herein", "hereby", "herewith", "hereof",
"hereinafter", "hereunder", "hereinabove", "hereafter", "heretofore" and
similar words or phrases of reference and association shall refer to this
Indenture in its entirety. References to Article or section numbers shall be
deemed to be references to the Articles and sections hereof unless specifically
stated to the contrary. Words importing singular number shall include the
plural number in each case and vice versa, and words importing persons shall
include corporations and associations, as well as natural persons.

ARTICLE II

DEPOSIT OF SECURITIES; ACCEPTANCE OF TRUST; FORM
AND ISSUANCE OF UNITS

Section 2.01. Deposit of Securities.

(a) The Sponsor, on the date of a Trust Agreement, shall deposit
with the Trustee in trust the Securities listed in the appropriate Schedule or
Schedules to the Trust Agreement (i) in bearer form or duly endorsed in blank
or accompanied by all necessary instruments of assignment and transfer in
proper form or (ii) in the form of Contract Securities, each to be held and
applied by the Trustee as herein provided. In the event that the purchase of
Contract Securities shall not be consummated in accordance with such contracts,
the Trustee shall credit to the Capital Account pursuant to Section 3.03 cash
or cash equivalents (including such portion of any Letter of Credit applicable
to such contracts) deposited by the Sponsor for the purpose of such purchase.
Such moneys, unless invested in Replacement Securities in accordance with
Section 3.13, shall be distributed to Unitholders pursuant to Section 3.05.
The Sponsor shall deliver to the Trustee the Securities listed on said
Schedules which were not actually delivered concurrently with the execution and
delivery of the Trust Agreement within 30 days after said execution and
delivery.

(b) From time to time, but with respect to a Trust treated as a
Grantor Trust under the Code for a period not to exceed 180 days following the
initial date of deposit for a Trust, the Sponsor hereby is authorized, in its
discretion, to assign, convey to and deposit with the Trustee (a) additional
Securities (including Contract Securities) for such Trust, duly endorsed in

<PAGE> 9

blank or accompanied by all necessary instruments of assignment and transfer in
proper form, and (b) the Cash Amount (as determined by the Trustee hereunder),
if any, applicable to a Supplemental Deposit to be held and applied by the
Trustee, as herein provided. Such deposit of additional Securities and the
Cash Amount shall be made, in each case, pursuant to an executed Supplemental
Trust Agreement satisfactory to legal counsel to the Sponsor and the Trustee.
The additional Securities deposited by the Sponsor pursuant to this
Section 2.01(b) shall be identical to the Securities in the Trust on the
Business Day prior to the deposit of additional Securities. The deposit of
additional Securities shall be in such amounts as are necessary to
substantially maintain the Proportionate Relationship with respect to a Trust
that has elected to be taxed as a Regulated Investment Company or in such
amounts as are necessary to maintain an identical Proportionate Relationship
with respect to a Trust that is a Grantor Trust. The Cash Amount, if any,
deposited by the Sponsor pursuant to this Section 2.01(b) shall be determined
by multiplying (x) the aggregate Cash Amount as of the date of a Supplemental
Deposit as determined by the Trustee hereunder, by (y) a fraction, the
numerator of which is the number of additional Units to be created as a result
of such Supplemental Deposit and the denominator of which is the aggregate
number of Units on the Business Day prior to the Supplemental Deposit.

(c) In connection with the deposits described in Section 2.01(a)
and Section 2.01(b), the Sponsor, in the case of Section 2.01(a) deposits, has
deposited and, prior to the Trustee accepting a Section 2.01(b) deposit, will
deposit cash and/or a Letter or Letters of Credit in an amount equal to the
greater of the purchase price for the Contract Securities pursuant to the
contracts to purchase such Contract Securities or the market value of such
Contract Securities on the Business Day prior to the day such contracts are
deposited with the Trustee (the "Purchase Amount"). The Trustee may deposit
such cash or cash drawn on a Letter of Credit in a non-interest bearing account
for the Trust.

(d) In the event that the purchase of Contract Securities shall
not be consummated in accordance with such contract or if the Contract
Securities are not delivered to the Trustee in accordance with Section 2.01(a)
or Section 2.01(b) and the cash or, if applicable, the cash drawn on a Letter
of Credit and deposited by the Sponsor is not utilized for purchases of
Replacement Securities pursuant to Section 3.13, such funds, to the extent of
the Purchase Amount of Failed Contract Securities (as hereinafter defined) for
which no Replacement Securities are so acquired, shall be credited to the
Capital Account and distributed pursuant to Section 3.05. The Sponsor also
shall cause to be deposited with the Trustee for distribution to each
Unitholder such Unitholder's pro rata portion of the sales charge levied on the
sale of Units to such Unitholder attributable to such Failed Contract Security.
Any amounts remaining from cash drawn on a Letter of Credit that are not used
to purchase Replacement Securities or are not used to provide refunds to
Unitholders shall be paid to the Sponsor.

(e) With respect to any Trust which elects to be taxed as a
Regulated Investment Company the proceeds of any Securities in the Trust sold
pursuant to Section 3.07 or 9.02 hereof, may be reinvested, if, in the opinion
of the Sponsor it is in the best interests of the Unitholders to do so, in U.S.
Treasury Obligations maturing on or prior to the next succeeding Capital
Account Distribution Date. In any event, the proceeds attributable to any such
sale of Securities pursuant to Section 3.07 or 9.02 hereof shall be distributed
to Unitholders of record on the next applicable Distribution Date. Dividends,
if any, received on securities, may also be reinvested in U.S. Treasury
Obligations maturing on or prior to the next succeeding Income Account
<PAGE> 10

Distribution Date. Brokerage commissions with respect to the purchase of U.S.
Treasury Obligations pursuant to this section, shall be an expense borne by the
Trust.

(f) The Trustee is irrevocably authorized hereby to effect
registration of transfer of the Securities in fully registered form in the name
of the Trustee or its nominee.

(g) In no event shall the Trustee accept for deposit, in
connection with the issuance of Units, Restricted Securities if such deposit
would cause more than 15% of the aggregate market value of the Trust to consist
of Restricted Securities.

Section 2.02. Acceptance of Trust. The Trustee hereby accepts the
trust herein created for the use and benefit of the Unitholders, subject to the
terms and conditions of this Indenture.

Section 2.03. Issue of Units.

(a) The Trustee shall, with respect to each Trust, acknowledge
receipt of each deposit relating to such Trust referred to in Section 2.01, and
simultaneously with the receipt of said deposit will execute and deliver to or
on the order of the Sponsor in exchange therefor a certificate or certificates
substantially in the form contained in Exhibit A hereto representing the
ownership of the aggregate of the number of Units of each Trust specified in
the relevant Trust Agreement. Pending receipt of evidence satisfactory to the
Trustee of registration of the Units of such Trusts under the Securities Act of
1933, such Units will be held by the Trustee for the account of the Sponsor.

(b) The Trustee hereby agrees that on the date of any Supplemental
Trust Agreement, it shall acknowledge that the additional Securities and the
Cash Amount identified therein have been deposited with the Trustee and
simultaneously with the receipt of such additional Securities and Cash Amount
the Trustee, in exchange therefor, shall cause to be issued a certificate or
certificates substantially in the form contained in Exhibit A hereto
representing the ownership of the aggregate number of Units issued pursuant to
the Supplemental Trust Agreement relating thereto.

Section 2.04. Separate Trusts. The Trusts created pursuant to this
Indenture are separate and distinct trusts for all purposes and the assets of
one Trust may not be commingled with the assets of any other, nor shall the
expenses of any Trust be charged against the other. The Units representing the
ownership of an individual fractional interest in one Trust shall not be
exchangeable for Units representing the ownership of an individual fractional
interest in any other.

Section 2.05. Units Represented by Global Certificate.

(a) If the Units of a series are to be issued in whole or in part
in the form of one or more Global Certificates, then the Sponsor and the
Trustee shall, in accordance with this Section and the Sponsor's instructions
with respect to such series, execute and deliver one or more Global
Certificates in temporary or permanent form that shall (i) represent and be
denominated in an aggregate number of Units equal to the aggregate number of
the outstanding Units of such series to be represented by one or more Global
Certificates, (ii) be registered in the name of the Depositary for such Global
Certificates designated by the Sponsor or the nominee of such Depositary, (iii)
be delivered by the Trustee to such Depositary or pursuant to such Depositary's
<PAGE> 11

instruction; and (iv) bear a legend substantially to the following effect:
"Unless and until it is exchanged in whole or in part for Certificates in
definitive form, this Certificate may not be transferred except as a whole by
the Depositary to a nominee of the Depositary or by a nominee of the Depositary
to the Depositary or another nominee of the Depositary or by the Depositary or
any nominee to a successor Depositary or a nominee of any successor
Depositary." Each Depositary designated pursuant to this Section 2.05 for a
Global Certificate in registered form must, at the time of its designation and
at all times while it serves as a Depositary, be a clearing agency registered
under the Securities Exchange Act of 1934, as amended, and any other applicable
statue or regulation.

(b) The aggregate number of outstanding Units of a Series
represented by a Global Certificate or Certificates may from time to time be
increased to reflect the issuance of additional Units pursuant to
Section 2.03(b) or reduced to reflect redemptions of Units pursuant to Section
5.02.

(c) The Trustee may deem and treat the person in whose name any
Global Certificate is registered upon the books of the Trustee as the owner
thereof for all purposes and the Trustee shall not be affected by any notice to
the contrary.

(d) The Sponsor may at any time and in its sole discretion
determine that the Units of any series issued in the form of one or more Global
Certificates shall no longer be represented by such Global Certificates. In
such event the Sponsor shall so notify the Trustee and the Sponsor and the
Trustee will execute and deliver Units of such series in definitive form in an
aggregate number of Units equal to the aggregate number of Units represented by
the Global Certificate or Certificates representing such series in exchange for
such Global Certificates. Upon the exchange of the Global Certificate for
Certificates in definitive form, such Global Certificate shall be canceled by
the Trustee. Certificates issued in exchange for a Global Certificate or
Certificates pursuant to this Section shall be registered in such names and in
such authorized denominations as the Depositary for such Global Certificate,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee. The Trustee shall deliver such Certificates to the
Unitholders in whose names such Certificates are so registered.

(e) If at any time the Depositary for the Global Certificate or
Certificates of a series notifies the Trustee that it is unwilling or unable to
continue as Depositary for such series or if at any time the Depositary for the
Global Certificate or Certificates of such series shall no longer be eligible
to serve in such capacity with respect to such Global Certificate or
Certificates, the Trustee shall appoint a successor Depositary with respect to
the Global Certificate or Certificates of such series. If a successor
Depositary for the Securities of such series is not appointed by the Trustee
within 90 days after the Trustee receives such notice or becomes aware of such
ineligibility, the Sponsor's election to have the Units issued in
uncertificated form shall no longer be effective with respect to the Global
Certificates of such series and the Trustee will execute and deliver physical
certificates of such series in definitive form in the aggregate amount equal to
the aggregate number of Units represented by the Global Certificate or
Certificates in exchange for such Global Certificate or Certificates.

<PAGE> 12

Section 2.06. Register of Units. A register shall be kept by the
Trustee containing the names and addresses of Unitholders of record and the
number of Units owned by each Unitholder of record, and in which all issues,
exchanges, transfers and cancellations of Units shall be recorded.

ARTICLE III

ADMINISTRATION OF TRUSTS

Section 3.01. Initial Cost. The cost of initial preparation,
printing and execution of this Indenture, the initial fees of the Trustee and
the Trustee's counsel, the costs associated with additional deposits of
Securities and the issuance of additional Units, and other reasonable expenses
in connection therewith, shall be paid by the Sponsor; provided, however, that
the liability on the part of the Sponsor for such costs, fees and expenses
shall not include any fees, costs or other expenses incurred in connection with
the ongoing administration of the Trust after the execution of this Indenture
or any Supplemental Trust Agreement and the deposits relating to a Trust,
pursuant to Section 2.01.

Section 3.02. Income Account. The Trustee shall collect the cash
dividends or other like cash distributions on the Securities, including
interest payments, if any, held in each Trust as such are received (including
all cash attributable to Failed Contract Securities, as hereinafter defined,
for which no Replacement Security has been obtained pursuant to Section 3.13)
and credit such income to a separate account to be known as the "Income
Account". In addition, the Trustee shall credit to the Income Account any
amounts received from the Sponsor in respect of the Cash Amount pursuant to
Section 2.01(b) other than the portion of the Cash Amount, if any, attributable
to the Capital Account.

Section 3.03. Capital Account.

(a) The Securities in each Trust (including Securities received as
a result of a stock dividend, a stock split or a similar event) and all moneys
(except moneys held by the Trustee pursuant to subsection (b)), other than
amounts credited to the Income Account, received by the Trustee in respect of
the Securities in each Trust shall be credited to a separate account to be
known as the "Capital Account". The Trustee also shall credit to the Capital
Account any amounts received from the Sponsor in respect of the Cash Amounts
pursuant to Section 2.01(b), not otherwise credited to the Income Account and
the proceeds of the sale of Securities.

(b) Cash and/or any Letter of Credit required to purchase Contract
Securities or deposited to secure purchases of Contract Securities hereby are
declared to be held specifically by the Trustee for such purchases and shall
not be deemed to be part of the Capital Account of a Trust until: (i) the
Sponsor fails to timely purchase a Contract Security and has not given the
Failed Contract Notice (as defined in Section 3.13(a)) at which time the cash
and/or cash drawn under any such Letter of Credit equal to the Purchase Amount
of the Failed Contract Security shall be credited to such Capital Account; or
(ii) the Sponsor has given the Trustee the Failed Contract Notice at which time
the cash and/or cash drawn under any such Letter of Credit equal to the
Purchase Amount of the failed contracts referred to in such Failed Contract
Notice shall be credited to such Capital Account; provided, however, that if
the Sponsor also notifies the Trustee in the Failed Contract Notice that it has
purchased or entered into a contract to purchase a Replacement Security (as
<PAGE> 13

defined in Section 3.13(a)), the Trustee shall not credit such cash and/or cash
drawn under any such Letter of Credit to such Capital Account unless the
Replacement Security shall also have failed or is not delivered by the Sponsor
within two Business Days after the settlement date of such Replacement
Security, in which event the Trustee shall forthwith credit such cash and/or
cash drawn under any such Letter of Credit equal to the Purchase Amount to such
Capital Account.

The Trustee shall give prompt written notice to the Sponsor of all
amounts credited to or withdrawn from a Capital Account and the balance thereof
after giving effect to such credit or withdrawal.

Section 3.04. Reserve Account. From time to time the Trustee shall
withdraw from the cash on deposit in an Income Account or Capital Account of a
Trust such amounts as it, in its sole discretion, shall deem requisite to
establish a reserve for any applicable taxes or other governmental charges that
may be payable out of such Trust. Such amounts so withdrawn shall be credited
to a separate account which shall be known as the "Reserve Account". The
Trustee shall not be required to distribute to the Unitholders any of the
amounts in the Reserve Account; provided, however, that if it shall, in its
sole discretion, determine that such amounts are no longer necessary for
payment of any applicable taxes or other governmental charges, then it shall
promptly deposit such amounts in the account from which withdrawn or if such
Trust shall have terminated or shall be in the process of termination, the
Trustee shall distribute the same in accordance with Section 9.02(d)(iv) to
each Unitholder such holder's pro rata interest in the Reserve Account.

Section 3.05. Distributions.

(a) On or immediately after each Record Date, the Trustee shall
satisfy itself as to the adequacy of the Reserve Account, making any further
credits thereto as may appear appropriate in accordance with Section 3.04. In
addition, the Trustee shall:

(1) deduct from the Income Account or, to the extent funds are
not available in such Account, from the Capital Account and pay, as they
are incurred, expenses of the Trust and pay to itself individually on the
first business day of each month the amounts that it is, at the time,
entitled to receive pursuant to Section 6.04;

(2) deduct from the Income Account or, to the extent funds are
not available in such Account, from the Capital Account and pay to legal
counsel, an amount equal to unpaid fees and expenses, if any, of such legal
counsel pursuant to Section 3.08 as they are incurred; and

(3) on or immediately after each Record Date, deduct from the
Income Account, or, to the extent funds are not available in such Account,
from the Capital Account, and pay to or reserve for the Sponsor the amounts
that the Sponsor is, at the time, entitled to receive pursuant to
Section 3.15.

(b) On or shortly after each Distribution Date occurring
subsequent to the first Record Date for a Trust, the Trustee shall distribute
to or upon the order of each Unitholder of record as of the close of business
on the Record Date, in accordance with the instructions provided by such
Unitholder to the Trustee, such Unitholder's pro rata share of the balance of
the Income Account calculated as of the Record Date (on the basis of
one-quarter of the estimated annual income to the Trust for the ensuing twelve
<PAGE> 14

months) after deduction of the estimated costs and expenses to be incurred
during the twelve month period for which such income has been estimated. In
the event that the income actually received by the Trustee differs from that
estimated by the Trustee in calculating its distributions, the Trustee will
make an appropriate adjustment to future distributions from the Income Account
to account for such difference. In addition, the Sponsor and the Trustee may
declare an additional distribution in December in the event the amounts
received by the Trust during the year substantially exceed the receipts
estimated by the Trustee in calculating the quarterly distribution.

(c) In the event the amount on deposit in the Income Account is
not sufficient for the payment of the amount intended to be distributed to
Unitholders on the basis of the aforesaid computation, the Trustee is
authorized to advance its own funds and cause to be deposited in and credited
to the Income Account such amounts as may be required to permit payment of the
distribution to be made as aforesaid and shall be entitled to be reimbursed,
without interest, out of dividend distribution received by the Trust subsequent
to the date of such advance. Any such advance shall be reflected in the Income
Account until repaid.

(d) Distributions of amounts represented by the cash balance in
the Capital Account (except for moneys on deposit in the Capital Account
required to purchase Contract Securities or Replacement Securities) shall be
computed as of each Capital Distribution Record Date with respect to a capital
distribution. On the fifteenth day of each June and December (each a "Capital
Distribution Date") but not sooner than the first Capital Distribution Date set
forth in Trust Agreement, or within a reasonable period of time thereafter, the
Trustee shall distribute by mail to each Unitholder of record as of the close
of business on the applicable Record Date at his post office address such
holder's pro rata share of the cash balance of the Capital Account at any time
as thus computed. The Trustee shall not be required to make a distribution
from the Capital Account unless the cash balance on deposit therein available
for distribution shall be sufficient to distribute at least $1.00 per 100
Units. In the event the amount available for distribution in the Capital
Account equals or exceeds $10.00 per 100 Units, the Trustee shall make a
special distribution from such Capital Account on the next Distribution Date
with respect to either income or capital, but not later than the December
Capital Distribution Date, to all Unitholders with respect to such Trust of
record on the related Record Date.

(e) If the Sponsor fails to replace any Failed Contract Security
in accordance with Section 3.13, the Trustee shall distribute to all
Unitholders of record an amount equal to the market value of such Failed
Contract Security on the Business Day prior to the date the contracts to
purchase such Failed Contract Securities were deposited in the Trust and the
sales charge attributable to such Failed Contract Security and in the event of
a Failed Contract Security in connection with the deposit of additional
Securities pursuant to Section 2.01(b), the amount representing the proceeds of
the sale pursuant to Section 3.13(d) of other Securities in the Trust issued by
the issuer of the Failed Contract Securities. Such distribution shall be made
at the next Distribution Date which is more than 30 days after the expiration
of the Purchase Period (as defined in Section 3.13(a)) or at such earlier time
or in such manner as the Trustee in its sole discretion deems to be in the best
interest of the Unitholders.

(f) If, at the end of the Purchase Period, less than all moneys
attributable to a Failed Contract Security have been applied or allocated by
the Trustee pursuant to a contract to purchase Replacement Securities, the
<PAGE> 15

Trustee shall distribute the remaining moneys to Unitholders at the next
Distribution Date which is more than 30 days after the end of the Purchase
Period or at such earlier time thereafter as the Trustee in its sole discretion
deems to be in the best interest of the Unitholders. The amounts to be
distributed to each Unitholder shall be that pro rata share of the cash balance
of the Income and Capital Accounts, computed as set forth above, as shall be
represented by the Units as recorded on the books of the Trustee in the name of
such Unitholder. In the computation of the amount to be distributed to each
Unitholder, amounts less than one cent shall be omitted. After any such
distribution provided for above, any cash balance remaining in an Income
Account or Capital Account shall be held in the same manner as other amounts
subsequently deposited in each of such Accounts, respectively.

(g) For the purpose of distributions as herein provided, the
Unitholders of record on the registration books of the Trustee as of the close
of business on each Record Date shall be conclusively entitled to such
distribution, and no liability shall attach to the Trustee by reason of payment
to any such registered Unitholder of record. Nothing herein shall be construed
to prevent the payment of amounts from the Income Account and the Capital
Account to individual Unitholders by means of one check, draft or other proper
instrument, provided that the appropriate statement of such distribution shall
be furnished therewith as provided in Section 3.06.

Section 3.06. Distribution Statements.

(a) With each distribution from the Income or Capital Accounts of
a Trust the Trustee shall set forth, either in the instrument by means of which
payment of such distribution is made or in an accompanying statement, the
amount being distributed from each such account expressed as a dollar amount
per Unit. If the distribution is an In Kind Distribution (as defined in
Section 5.02(e)), the Trustee shall provide a list of the Securities being
distributed, the aggregate number of shares of each of the Securities being
distributed and any cash representing fractional shares being distributed.

(b) Within a reasonable period of time after the last Business Day
of each calendar year, the Trustee shall furnish to each person who at any time
during such calendar year was a Unitholder with respect to a Trust a statement
setting forth, with respect to such calendar year and such Trust:

(1) as to the Income Account

(A) the amount of dividends and interest received on the
Securities,

(B) the cash amounts paid for purchases of Replacement
Securities pursuant to Section 3.13 and for
redemptions pursuant to Section 5.02,

(D) any other amounts credited to or deducted from the
Income Account,

(E) the balance remaining after such distributions and
deductions, expressed both as a total dollar amount
and as a dollar amount per 100 Units outstanding on
the last Business Day of such calendar year, and
<PAGE> 16

(F) the amounts reserved for purchases of Contract
Securities or for purchases made pursuant to
Section 3.13;

(2) as to the Capital Account

(A) the dates of the sale or exchange of any of the
Securities and the net proceeds received therefrom,
excluding any portion thereof credited to the Income
Account,

(B) the results of In Kind Distributions in connection
with redemptions of Units, if any,

(C) the cash amounts paid for purchases of Replacement
Securities pursuant to Section 3.13 and for
redemptions pursuant to Section 5.02,

(D) the deductions for payment of applicable taxes and
fees and expenses of the Trust,

(E) any other amounts credited to or deducted from the
Capital Account, and

(F) the balance remaining after such distributions and
deductions, expressed both as a total dollar amount
and as a dollar amount per Unit outstanding on the
last Business Day of such calendar year; and

(3) the following information

(A) a list of the Securities as of the last Business Day
of such calendar year,

(B) the number of Units outstanding on the last Business
Day of such calendar year,

(D) the amounts actually distributed during such calendar
year from the Income and Capital Accounts, separately
stated, expressed both as total dollar amounts and as
dollar amounts per 100 Units outstanding on the Record
Dates, and, in the case of a Trust that has elected to
be treated as a Regulated Investment Company, the
character of such distribution for federal income tax
purposes. In addition, for a Trust that elects to be
treated as a Regulated Investment Company and elects
to forego a deduction or credit for any income, war
profits and excess profits tax paid by the Trust, the
amount of such tax paid to each foreign jurisdiction
and the portion of each distribution that represents
income from sources within each country or United
States possession.

<PAGE> 17

Section 3.07. Sale of Securities. If necessary, in order to maintain
the investment character of a Trust, the Sponsor may direct the Trustee to sell
or liquidate Securities in such Trust at such prices and times and in such
manner as shall be determined by the Sponsor, provided that the Sponsor has
determined that any one or more of the following conditions exist:

(a) that there has been a default on any of the Securities in the
payment of interest, if any, or dividends, after declared, when due and
payable;

(b) that any action or proceeding has been instituted at law or
equity seeking to restrain or enjoin the payment of interest, if any, or
dividends on any Securities, or that there exists any legal question or
impediment affecting such Securities or the payment of interest, if any, or
dividends on the same;

(c) that there has occurred any breach of covenant or warranty in
any document relating to the issuer of the Securities which would adversely
affect either immediately or contingently the payment of interest, if any, or
dividends on the Securities, or the general credit standing of the issuer or
otherwise impair the sound investment character of such Securities;

(d) that there has been a default in the payment of dividends, or
the principal of or interest or premium, if any, on any other outstanding
obligations of the issuer of such Securities, which, with respect to any ADR,
for purposes hereof includes both the issuer of the common stock underlying the
ADR and the depositary for such ADR;

(e) that the price of any such Securities has declined to such an
extent or other such market or credit factors exist that in the opinion of the
Sponsor as evidenced in writing to the Trustee, the retention of such
Securities would be detrimental to the Trust and to the interests of the
Unitholders;

(f) that all of the Securities in the Trust will be sold pursuant
to termination of the Trust pursuant to Section 9.02;

(g) that such sale is required due to Units tendered for
redemption;

(h) that a change in the business of the issuer (which, with
respect to any ADR, shall include the issuer of the underlying common stock or
the depositary for such ADR) of Securities or in the nature of the Securities
has occurred that would have caused the Sponsor not to include the Securities
in a Trust had such circumstances existed prior to the formation of the Trust;

(i) such sale or liquidation is necessary to maintain the status
of a Trust as a Regulated Investment Company; or

(j) that retention of such Securities would subject the Trust to
the provisions of the Public Utility Holding Company Act of 1935 and the rules
and regulations promulgated thereunder.

Upon receipt of such direction from the Sponsor, upon which the
Trustee shall rely, the Trustee shall proceed to sell or liquidate the
specified Securities in accordance with such direction, and upon the receipt of
the proceeds of any such sale or liquidation, after deducting therefrom any
fees and expenses of the Trustee connected with such sale or liquidation and
<PAGE> 18

any brokerage charges, taxes or other governmental charges the Trustee shall
deposit such net proceeds in the Capital Account.

With respect to any Trust which elects to qualify as a Regulated
Investment Company, in order to ensure the continued qualification of such
Trust as a Regulated Investment Company, the Trustee shall submit the written
results of the review provided for in Section 3.16 to the Sponsor. The Sponsor
shall, on the basis of such audit report, determine whether it is necessary to
sell certain of the underlying Securities pursuant to Section 3.07(i) in an
amount deemed necessary by the Sponsor to maintain the status of the Trust as a
Regulated Investment Company. If the Sponsor so determines, it shall direct
the Trustee to dispose of those Securities it deems appropriate for such
purpose. If the Sponsor does not make a determination or does not otherwise
provide direction to the Trustee, the Trustee shall sell such Securities as it
may in good faith determine, which determination may be made upon the advice of
counsel, are necessary to maintain the status of the Trust as a Regulated
Investment Company.

The Trustee shall not be liable or responsible in any way for
depreciation or loss incurred by reason of any sale made pursuant to any such
direction or by reason of the failure of the Sponsor to give any such
direction, and in the absence of such direction the Trustee shall have no duty
to sell or liquidate any Securities under this Section 3.07.

Section 3.08. Legal Counsel. The Sponsor may employ from time to
time as it may deem necessary a firm of attorneys for any legal services that
may be required in connection with the disposition of Securities pursuant to
Section 3.07, Section 3.11 or Section 3.13 or the substitution of any
securities for underlying Securities. The fees and expenses of such legal
counsel shall be paid by the Trustee from the Income and Capital Accounts of
the appropriate Trust as provided for in Section 3.05(a)(2).

Section 3.09. Notice and Sale by Trustee. If at any time there has
been a failure to pay interest, if any, or a declared dividend on the
Securities, the Trustee shall notify the Sponsor thereof. If, within thirty
days after such notification, the Sponsor has not given any instruction to sell
or to hold or has not taken any other action in connection with such
Securities, the Trustee may in its discretion sell such Securities forthwith,
and neither the Sponsor nor the Trustee shall be liable or responsible in any
way for depreciation or loss incurred by reason of such sale or by reason of
any action or inaction of the Sponsor.

Section 3.10. Liability of Sponsor. The Sponsor shall be under no
liability to any Unitholder for any action taken or for refraining from the
taking of any action in good faith pursuant to this Indenture or for errors in
judgment in directing or failing to direct the Trustee pursuant to Section 3.07
or Section 3.11(b), but shall be liable only for its own willful misfeasance,
bad faith or gross negligence in the performance of its duties or by reason of
its reckless disregard of its obligations and duties hereunder. The Sponsor
may rely in good faith on any paper, order, notice, list, affidavit, receipt,
opinion, endorsement, assignment, draft or any other document of any kind prima
facie properly executed and submitted to it by the Trustee, legal counsel or
any other persons pursuant to this Indenture and in furtherance of its duties.

Section 3.11. Notice to Sponsor; Substitute Securities.

(a) In the event that the Trustee shall have been notified at any
time of any action to be taken or proposed to be taken by holders of the
<PAGE> 19

Securities other than a Trust (including but not limited to the making of any
demand, direction, request, giving of any notice, consent or waiver or the
voting with respect to any amendment or supplement to any indenture,
resolution, agreement or other instrument under or pursuant to which the
Securities have been issued) the Trustee shall promptly notify the Sponsor and
shall thereupon take such action or refrain from taking any action as the
Sponsor shall in writing direct; provided, however, that if the Sponsor shall
not, within five (5) Business Days of the giving of such notice to the Sponsor,
direct the Trustee to take or refrain from taking any action, the Trustee shall
take such action as it, in its sole discretion, shall deem advisable. In
connection with any solicitation of proxies by management of the issuer of any
of the Securities in a Trust, if the Sponsor fails to instruct the Trustee how
to vote such proxy, the Trustee shall vote with the recommendation of such
management. Neither the Sponsor nor the Trustee shall be liable to any person
for any action or failure to take action with respect to this Section 3.11.

(b) In the event that an offer by the issuer of any of the
Securities or any other party shall be made to issue new securities or to
exchange securities for Securities in the Trust, or to distribute securities of
a subsidiary of the issuer in substitution for or addition to Securities in a
Trust, or in the event that a public tender offer has been made for a Security,
or that a merger or acquisition has been announced affecting a Security, the
Trustee shall immediately notify the Sponsor in writing of such circumstances
and the terms thereof and the Sponsor shall instruct the Trustee in writing no
less than five (5) Business Days prior to the effective date of such event to
either accept or reject such offer and either hold or sell such Securities
except that, in the case of a Trust that has elected to qualify as a Regulated
Investment Company, the Sponsor may instruct the Trustee in writing to accept
or reject such offer or take any other action with respect thereto as the
Sponsor may deem proper. Except as otherwise provided in this Section, the
Sponsor shall instruct the Trustee pursuant to this section to sell such
Security or security only if, as a result of such circumstances, the Security
or security is no longer of the type or character of the Securities on deposit
in the Trust or if the Sponsor fails to obtain the opinion of tax counsel
described in the following sentence. Any instructions, with respect to a Trust
that has not elected to qualify as a Regulated Investment Company, to the
Trustee to retain any of the Securities pursuant to this Section 3.11(b) shall
be accompanied by an opinion of tax counsel addressed to the Trustee that such
retention shall not jeopardize the tax status of the Trust as a trust for
federal, New York State and New York City income tax purposes. Any securities
received pursuant to this Section 3.11(b) and not sold shall be deposited
hereunder and shall be subject to the same terms and conditions of the
Indenture (including the related Trust Agreement) to the same extent as the
Securities originally deposited hereunder and the Trustee shall give notice to
the Unitholders with respect to the acquisition of such Securities within five
(5) Business Days after such acquisition. Should the Sponsor fail to give the
Trustee the written notice referred to herein to hold or sell such Securities
received in exchange or as a distribution, the Trustee shall, as soon as
practical, sell such Securities received in exchange for or as a distribution
on the Securities held in the Trust. Any cash received in such exchange and
cash proceeds of any such sale shall be distributed to Unitholders on the next
distribution date in the manner set forth in Section 3.05 regarding
distributions from the Capital Account, unless the Trust Agreement provides the
Sponsor may direct the Trustee to reinvest the proceeds of such sale in
substitute Securities permitted under the Trust Agreement. Neither the Sponsor
nor the Trustee shall be liable or responsible in any way for depreciation or
loss incurred by reason of any such sale.

<PAGE> 20

(c) Notwithstanding anything to the contrary in this Section 3.11,
if any Securities in a Trust are convertible securities and the issuer of any
such Securities exercises any call or similar right with respect to such
Securities, the Trustee shall act pursuant to Section 3.12 hereof.

Section 3.12. Conversion of Convertible Securities; Exchange of ADRs.

(a) The Trustee shall exercise an option to convert, or otherwise
cause the conversion of, a Security that is a convertible security only under
the following circumstances; provided that with respect to any Trust that has
not elected to qualify as a Regulated Investment Company, the Trustee shall
not, pursuant to this Section 3.12(a), exercise an option to convert or
otherwise cause the conversion of, a Security that is a convertible security
without receiving an opinion of tax counsel addressed to the Trustee that such
action shall not jeopardize the tax status of the Trust as a trust for federal,
New York State and New York City income tax purposes:

(i) When the recurring regular dividend on the underlying
common stock, as determined by multiplying the number of underlying shares
represented by the convertible Securities in the Trust by the dividend rate,
exceeds the amount of interest or dividend income paid annually on such
convertible Security and such common stock dividend income is expected to
remain above the annual interest or dividend income from the convertible
Security;

(ii) whenever the Issuer of the convertible security has
exercised its call or other similar right with respect to the Security or on
the business day prior to the maturity of such a security and the aggregate
value of the shares of underlying common stock represented by such convertible
security, as of the last Evaluation pursuant to Section 4.01 prior to the time
at which the owner of the convertible security is required to convert or
otherwise be subjected to the call or the maturity date, as the case may be, is
higher than the exercise price or maturity value, as the case may be, for the
convertible security;

(iii) when the Sponsor or Trustee determines that conversion is
necessary to permit the orderly disposition of the investment when it
approaches maturity or has been called for redemption; or

(iv) to facilitate its sale after the Sponsor determines that
such sale is appropriate pursuant to the terms of Sections 3.07.

(b) (i) The Sponsor may direct the Trustee to exchange American
Depositary Receipts at any time if the common stock of the foreign issuer
underlying the American Depositary Receipts is listed on a nationally
recognized securities exchange or market system in the United States and the
Sponsor certifies to the Trustee that such exchange is in the best interest of
Unitholders.

(ii) If the American Depositary Receipt program with respect
to a Security is terminated, the Sponsor and Trustee shall, unless the option
under Section 3.12(b)(i) is available and exercised, treat such event as an
event under Section 3.11(b).

<PAGE> 21

Section 3.13. Limited Replacement of Failed Contract Securities.

(a) If any contract in respect of Contract Securities other than a
contract to purchase a Replacement Security (as defined below), including
contracts to purchase Securities on a delayed delivery basis, shall have failed
due to any occurrence, act or event beyond the control of the Sponsor or the
Trustee (such failed Contract Securities being herein called the "Failed
Contract Securities"), the Sponsor shall notify the Trustee (such notice being
herein called the "Failed Contract Notice") of its inability to deliver the
Failed Contract Security to the Trustee after it is notified in writing that
the Failed Contract Securities will not be delivered by the seller thereof to
the Sponsor. Prior to, or simultaneously with, giving the Trustee the Failed
Contract Notice, or within a maximum of twenty days after giving such Failed
Contract Notice (such twenty-day period being herein called the "Purchase
Period"), the Sponsor shall purchase or enter into a contract to purchase, with
respect to a Trust that is a Grantor Trust, an equal number of shares, or face
amount, as the case may be, of the Failed Contract Securities or, with respect
to a Trust that is a Regulated Investment Company, securities of the type or
character of the Securities on Deposit in the Trust ("Replacement Securities"),
to be held as Securities hereunder as part of the Trust. Purchases of
Replacement Securities shall be made subject to the conditions set forth below:

(i) The purchase of the Replacement Securities shall not
adversely affect the federal income tax status of the Trust;

(ii) The purchase price of the Replacement Securities shall
not exceed the cash deposited or the amount available under the Letter of
Credit deposited by the Sponsor with respect to such Failed Contract
Securities at the time of deposit in the Trust, plus any additional cash
the Sponsor may elect to deposit with the Trustee to provide sufficient
funds to consummate the purchase of the Replacement Securities; and

(iii) The written instructions of the Sponsor shall
(A) identify the Replacement Securities to be purchased, (B) state that the
contract to purchase, if any, to be entered into by the Trustee is
satisfactory in form and substance and (C) state that the foregoing
conditions of clauses (i) through (iv) have been satisfied with respect to
the Replacement Securities.

(b) Upon satisfaction of the conditions set forth in Section
3.13(a) with respect to any Replacement Security, the Sponsor shall pay the
purchase price for the Replacement Security from its own resources or, if the
Trustee has credited any cash attributable to the Failed Contract Security to
the Capital Account of the Trust, the Trustee shall pay the purchase price of
the Replacement Security upon directions from the Sponsor from the cash so
credited to such Capital Account.

(c) The Trustee shall not be liable or responsible in any way for
determining if any condition under Section 3.13(a)(i) or (ii) has been
satisfied or depreciation or loss incurred by reason of any purchase made
pursuant to any instructions from the Sponsor and in the absence of such
instructions the Trustee shall have no duty to purchase any Replacement
Securities. The Sponsor shall not be liable or responsible for errors of
judgment in respect of this Section 3.13; provided, however, that this
provision shall not protect the Sponsor against any liability to which it
otherwise would be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties hereunder.
<PAGE> 22

(d) With respect to a Trust that is a Grantor Trust, in the event
the Sponsor is unable to replace the Failed Contract Securities pursuant to
Section 3.13(a), the Trustee shall distribute to Unitholders pursuant to
Section 3.05(e) the cash in the Trust attributable to such Failed Contract
Securities and, in the event such Failed Contract Securities were to be
deposited pursuant to Section 2.01(b) the Trustee shall sell all other
Securities in the Trust issued by the issuer of such Failed Contract Securities
and distribute the proceeds of such sale in accordance with Section 3.05.

Section 3.14. Extraordinary Distributions. Subject to
Section 3.11(b) and Section 3.12, any property received by the Trustee with
respect to a Trust after the date of the related Trust Agreement in form other
than cash, securities or additional shares of the Securities listed on
Schedule A to the related Trust Agreement, additional Securities or the Cash
Amount deposited in respect of a Supplemental Trust Agreement or Replacement
Securities therefor, shall be sold, and the proceeds of sale credited to the
Capital Account of the Trust. In no event shall the Trustee hold as part of
the Trust, except temporarily pending sale as described in the preceding
sentence, any property other than cash (including Letters of Credit) and the
Securities (or additional shares thereof) listed on Schedule A to the related
Trust Agreement or to any Supplemental Trust Agreement or Replacement
Securities therefor.

The Securities and cash represented by a Unit shall be uniform so that
each Unit shall at all times represent property identical to that represented
by every other Unit. Securities identical to those represented by a Unit and
received as the result of a stock dividend or stock split may be retained in a
Trust and the number of shares of such a Security represented by a Unit
adjusted accordingly. All other non-cash distributions in respect of any
Securities held in any Trust shall be sold.

Section 3.15. Compensation of Sponsor for Supervisory Services. As
compensation for providing supervisory portfolio services under this Indenture,
the Sponsor shall receive against a statement therefor submitted to the Trustee
a fee in an amount which shall be set forth in the Related Trust Agreement but
in no event shall such compensation when combined with all compensation
received with respect to any other Series of Trusts for providing such
supervisory services during any calendar year exceed the aggregate cost to the
Sponsor for providing such services. Such compensation may, from time to time,
be adjusted provided that the total adjustment upward does not, at the time of
such adjustment, exceed the percentage of the total increase, after the date
hereof, in consumer prices for services as measured by the United States
Department of Labor Consumer Price Index entitled "All Services Less Rent" or
similar index, if such index should no longer be published. The consent or
concurrence of any Unitholder hereunder shall not be required for any such
adjustment or increase. Such compensation shall be charged by the Trustee,
upon receipt of invoice therefor from the Sponsor, against the Income and
Capital Accounts of the respective Trusts on or before the last Distribution
Date for each Trust within such year. If the cash balance in the Income and
Capital Accounts of a particular Trust shall be insufficient to provide for
amounts payable pursuant to this Section 3.15, the Trustee shall have the power
to sell: (i) Securities from the current list of Securities held therein
designated to be sold pursuant to Section 5.02; or (ii) if no such Securities
have been so designated, such Securities as the Trustee may see fit to sell in

<PAGE> 23

its own discretion, and to apply the proceeds of any such sale in payment of
the amounts payable pursuant to this Section 3.15. Any moneys payable to the
Sponsor pursuant to this Section 3.15 shall be secured by a prior lien on the
Trust except that no such lien shall be prior to any lien in favor of the
Trustee under the provisions of Section 6.04.

Section 3.16. Diversification Tests. In the case of a Trust that has
elected to qualify as a Regulated Investment Company, the Trustee shall furnish
to independent certified public accountants designated by the Sponsor the value
of the Securities in the Trust Fund as of (1) the Friday (or the immediately
preceding Business Day if such Friday is not a Business Day) before the last
Business Day of the first quarter of the Trust's first taxable year and (2) the
last Business Day of the first quarter of the Trust Fund's first taxable year.
For purposes of this Section 3.15, each said day and each such day in any
subsequent quarter in which additional Securities are acquired shall, except as
the context may otherwise require, be hereinafter referred to as the
"Diversification Test Date".

On each Diversification Test Day upon written request from the Trustee
no later than five Business Days prior thereto, which date shall be specified
by the Trustee in such request, such accountants shall send a written report,
in form and substance satisfactory to the Sponsor, to the Trustee and to the
Sponsor stating whether or not the aggregate fair market value of all
Disqualified Securities exceeds 50% of the value of the total assets of the
Trust on such Diversification Test Date. In making the necessary computations,
such accountants shall compute the fair market value of the Securities by
taking the value of the Securities in the Trust, as so furnished by the
Trustee, including the amount of any accrued interest thereon, by treating as
Securities of the same issuer only those securities whose name so indicates, by
treating contracts to purchase Securities as if the Securities subject to such
contracts had been acquired by the Trust and by the settlement of contracts to
purchase Securities as the acquisition of the Securities on their respective
settlement dates.

In the event the foregoing certification by such accountants states
that the aggregate value of Disqualified Securities on the Friday (or the
immediately prior Business Day if such Friday is not a Business Day) before the
last Business Day in the first quarter of the first taxable year of the Trust
exceeds 50% of the total assets of the Trust on such date, other than for
Government Securities, the Sponsor shall direct the Trustee to sell all or any
portion of the Securities whose value is greater than 50% of the total assets
of the Trust or take such other action as is necessary so that the aggregate
fair market value of Disqualified Securities does not exceed 50% of the fair
market value of the total assets of the Trust on the last Business Day of the
first quarter of the first taxable year of the Trust. On the last day of the
first quarter of the first taxable year of the Trust, the Sponsor shall provide
a certificate satisfactory in form and substance to the Trustee and its counsel
to the effect that the aggregate fair market value of all Disqualified
Securities does not exceed 50% of the fair market value of the Trust's total
assets on the last day of the quarter.

In order to ensure the continued qualification of the Trust as a
Regulated Investment Company, the Trustee shall cause a review of the Trust to
be performed by such accountants prior to the end of the calendar year. The
purpose of such review shall be to determine whether the Trust is deriving at
least 90% of its gross income from interest or dividends on and gains from the
sale or other disposition of the Securities. The Trustee shall submit the
written results of such review to the Sponsor.
<PAGE> 24

In the event that the foregoing audit states that less than 90% of the
gross income of the Trust is derived from interest or dividends on and gains
from the sale or other disposition of the Securities, the Sponsor shall direct
the Trustee to sell certain of the Securities pursuant to Section 3.07 in an
amount deemed necessary by the Sponsor to maintain the status of the Trust as a
Regulated Investment Company.

In addition to any other review, report, or certification required by
this section, the Trustee shall request from such independent certified public
accountants certification as to whether more than 50% of the aggregate value of
the Securities in the Trust are invested in Foreign Securities. The
certification described in the preceding sentence shall consider only those
Securities held by the Trust at the close of it's taxable year.

The costs of all reviews, reports, audits and certifications shall be
an expense chargeable to the Trust, under Section 6.04.

Section 3.17. Investment Restrictions. The Sponsor hereby agrees
that it will not deposit Securities in any series of the Trust, if such deposit
would cause the Trust (including all prior series of the Trust) to be the
holder of 5% or more of the outstanding voting securities of any one issuer of
Securities of, or otherwise cause the Trust to be deemed an "affiliate" of, a
public utility company, as defined in the Public Utility Holding Company Act of
1935 (the "1935 Act") or in any way cause the Trust to be in violation of the
1935 Act or the Investment Company of 1940.

ARTICLE IV

EVALUATION OF SECURITIES

Section 4.01. Evaluation of Securities.

(a) The Trustee shall determine separately and promptly furnish to
the Sponsor, upon request, the value of each issue of Securities (including
Contract Securities) ("Evaluation") as of the close of trading on the New York
Stock Exchange (the "Evaluation Time") (i) on each Business Day of the period
during which the Units are being offered for sale to the public and (ii) on any
other day on which a Trust Evaluation is to be made pursuant to Section 5.01 or
which is requested by the Sponsor. The Evaluator's determination of the value
of the Securities on the Business Day prior to the initial Date of Deposit
shall be included in Schedule A attached to the Trust Agreement.

(b) Such Evaluation shall be made in the following manner: if the
Securities are listed on a national securities exchange, which shall include
foreign national exchanges with respect to Foreign Securities, or the NASDAQ
National Market System, such Evaluation generally shall be based on the closing
sale price on the exchange or system which is the principal market therefor,
which shall be deemed to be the New York Stock Exchange if the Securities are
listed thereon (unless the Evaluator deems such price inappropriate as a basis
for evaluation) or, if there is no closing sale price on such exchange or
system, at the mean between the closing bid and offer prices of the Securities.
If, other than with respect to convertible debt securities, the Securities are
not so listed or, if so listed, the principal market therefor is other than on
such exchange or system, or there is no closing sale price on such exchange or
system, such Evaluation shall generally be based on the following methods or
any combination thereof, whichever the Trustee deems appropriate: (i) on the
basis of the mean between the bid and offer prices of such Securities as
<PAGE> 25

obtained from investment dealers or brokers (including the Sponsor/Underwriter)
who customarily deal in securities comparable to those held by the Trust, or
(ii) on the basis of comparable bid prices for comparable securities, or (iii)
by appraisal of the value of the Securities at the mean between the bid and
offer said of the market or by such other appraisal as is deemed appropriate by
the Trustee, or (iv) by any combination of the above. Securities that are
convertible debt securities shall be valued on the basis of current bid prices
and if no such prices are available then as otherwise provided herein. A
Security denominated in a currency other than United States dollars shall be
evaluated as described herein and the Evaluator shall then state such
evaluation based upon the currency exchange rates, as reported by FactSet Data
Systems, Inc., or such other source deemed appropriate by the Sponsor or the
Trustee, between the U.S. dollar and the currency of denomination at such
Evaluation Time.

Among the factors the Trustee will consider in determining the value
of any Restricted Securities are (a) an estimate of the existence and extent of
any market therefor, (b) the extent of any discount at which such Securities
were acquired by the Trust (c) the estimated period of time during which such
Securities will not be freely marketable, (d) the estimated expenses, if any,
to the Trust of registering or otherwise qualifying such Securities for public
sale (e) estimated underwriting commissions if underwriting would be required
to effect a sale, and (f) any credit or other factors affecting the issuer of
such Securities. In making valuations, options of counsel may be relied upon
as to whether or not any Securities are Restricted Securities.

Section 4.02. Information for Unitholders. For the purpose of
permitting Unitholders with respect to a particular Trust to satisfy any
reporting requirements of applicable federal or state tax law, the Trustee
shall transmit to any such Unitholder upon request any determinations made by
it pursuant to Section 4.01.

Section 4.03. Liability of Trustee. The Sponsor and the Unitholders
may rely on any evaluation furnished by the Trustee and shall have no
responsibility for the accuracy thereof. The determinations made by the
Trustee hereunder shall be made in good faith upon the basis of, and the
Trustee shall not be liable for any errors contained in, the information
available to it. The Trustee shall be under no liability to the Sponsor or the
Unitholders for errors in judgment provided, however, that this provision shall
not protect the Trustee against any liability to which it would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of its reckless disregard of its
obligations and duties hereunder.

ARTICLE V

EVALUATION, REDEMPTION, PURCHASE OR TRANSFER
OF UNITS

Section 5.01. Trust Evaluation.

(a) As of the Evaluation Time (i) on the last Business Day of each
Year, (ii) on the day on which any Unit is tendered for redemption and (iii) on
any other day desired by the Trustee or requested by the Sponsor, the Trustee
shall: Add (A) all moneys on deposit in the Trust (excluding (1) cash, cash
equivalents or letters of credit deposited pursuant to Section 2.01 for the
purchase of Securities or Contract Securities, unless such cash or letters of
<PAGE> 26

credit have been deposited in the Income and Capital Accounts because of
failure to apply such moneys to the purchase of Securities or Contract
Securities pursuant to the provisions of Section 2.01, Section 3.02 and
Section 3.03, and excluding (2) moneys, if any, credited to the Reserve Account
established pursuant to Section 3.04), plus (B) the aggregate Evaluation of all
Securities (including Contract Securities) on deposit in the Trust as is
determined by the Trustee, plus (C) all other income from the Securities
(including dividends receivable on Securities trading ex-dividend as of the
date of such valuation) as of the close of business on the date of such
Evaluation together with all other assets of the Trust.

For each such evaluation there shall be deducted from the sum of the
above (x) amounts representing any applicable taxes or governmental charges
payable out of the respective Trust and for which no deductions shall have
previously been made for the purpose of addition to the Reserve Account;
(y) cash held for distribution to Unitholders of record with respect to such
Trust as of the Record Date prior to the evaluation then being made; and
(z) amounts representing accrued expenses of the respective Trust, including,
but not limited to, unpaid fees and expenses of the Trustee, the Sponsor and
legal counsel, in each case as reported by the Trustee to the Sponsor on or
prior to the date of the Evaluation. The resulting amount is herein called a
"Trust Evaluation". In addition, on any day requested by the Sponsor during
the period in which the Sponsor is permitted to make deposits of additional
Securities pursuant to Section 2.01(b), the Trustee shall separately provide
the Sponsor a per-Unit value calculated in the manner above specified but
without reduction for the accrued expenses specified in clause (z). Any moneys
to be included in a Trust Evaluation pursuant to this Section that are in
currencies other than U.S. dollars, shall, for purposes of such Evaluation, be
deemed to be in the equivalent amount of U.S. dollars based on currency
exchange rates, as reported by FactSet Data Systems, Inc. or such other source
deemed appropriate by the Sponsor or Trustee, between the U.S. dollar and such
other currencies as of the Evaluation Time.

(b) For each day on which the Trustee shall make a Trust
Evaluation it shall also determine "Unit Value" for such day. Such "Unit
Value" shall be determined by dividing said Trust Evaluation by the number of
Units outstanding on such day.

(c) The Trustee shall make an evaluation of the Securities
deposited in the respective Trusts as set forth in Section 4.01. The Trustee,
in lieu of making the respective evaluations required hereby, may in one or
more instances use an evaluation prepared by any other recognized evaluator and
in so doing shall not be liable or responsible, under any circumstances
whatever, for the accuracy or correctness thereof, or for any error or omission
therein.

Section 5.02. Redemptions by Trustee; Purchases by Sponsor.

(a) Any request for payment with respect to a Unit tendered for
redemption by a Unitholder or his duly authorized attorney to the Trustee at
its Unit Investment Trust office in the City of New York, New York, shall be
paid by the Trustee on the seventh calendar day, or such other day as may be
required by any federal securities law or regulation promulgated thereunder,
following the day on which tender for redemption is made in proper form,
provided that if such day of payment is not a Business Day, then such payment
shall be made on the first Business Day prior thereto (being herein called the
"Settlement Date"). Subject to Section 5.02(b) and subject to payment by such
Unitholder of any tax or other governmental charges which may be imposed
<PAGE> 27

thereon, such payment is to be made by payment on the Settlement Date of cash
equivalent to the applicable Unit Value, determined on the basis of a Trust
Evaluation made on the day of tender in accordance with Section 5.01,
multiplied by the number of Units tendered for redemption (the product of such
calculation is referred to herein as the "Redemption Price"). Units received
for redemption by the Trustee on any day after the Evaluation Time will be held
by the Trustee until the next day on which the New York Stock Exchange is open
for trading and will be deemed to have been tendered on such day for redemption
at the Redemption Price computed on that day. Units will be deemed to be
"tendered" to the Trustee when the Trustee is in physical receipt of transfer
instructions and with such documentation as is required to accomplish transfers
of Units pursuant to Section 5.03.

(b) The portion of the Redemption Price which represents income
shall be withdrawn from the Income Account to the extent available. The
balance paid on any Redemption Price, including income not paid from the Income
Account, if any, shall be withdrawn from the Capital Account to the extent that
funds are available for such purpose. If such available funds shall be
insufficient, the Trustee shall sell such Securities as have been designated on
the current list for such purpose as hereinafter in this Section 5.02 provided,
in amounts as the Trustee in its discretion shall deem advisable or necessary
in order to fund the Capital Account for purposes of such redemption. In the
case of redemption requests in excess of 1,200 Units, the Sponsor, in its
discretion, may direct the Trustee to distribute Securities whose Evaluation on
the Settlement Date is equal to the Redemption Price. The Sponsor shall
instruct the Trustee which Securities are to be so distributed. Sale of
Securities by the Trustee shall be made in such manner as the Trustee shall
determine will bring the best price obtainable for the Trust, subject to any
limitations as to the minimum amount of Equity Securities to be sold specified
in the Trust Agreement.

Such sale or distribution in kind of Securities shall not result in
Disqualified Securities constituting more than 50% in value of the Securities
remaining in the Trust upon the completion of such sale or distribution in kind
or result in the Trust ceasing to be qualified as a Regulated Investment
Company (if it has so elected to be so treated). Further, the Trustee shall
use its best efforts to ensure that such sale or distribution in kind shall not
result in Restricted Securities constituting more than 15% in value of the
Securities remaining in the Trust upon completion of such sale or distribution
in kind. It being understood that sales or distributions in kind of Securities
that are not Restricted Securities may be made if, with respect to sales, the
Trustee's best efforts with regard to the timely sale of Restricted Securities
at prices it deems reasonable are unsuccessful or, with respect to
distributions in kind, the Sponsor has determined that Restricted Securities
cannot presently be distributed, if as a result of such sales or distributions,
more than 25% in value of the Trust does not consist of Restricted Securities.
In the event that either (i) funds are withdrawn from the Capital Account and
are applied to the payment of income upon any redemption of Units or (ii)
Securities are sold for, or distributed in kind as, the payment of the
Redemption Price and any portion of the proceeds of such sale, or of the value
of such distributed Securities, is applied to the payment of income upon such
redemption, then, in either such event, the Capital Account shall be reimbursed
therefor at such time as sufficient funds may be next available in the Income
Account for such purpose.

(c) The Trustee may in its discretion, and shall when so directed
by the Sponsor, suspend the right of redemption for a Trust or postpone the
date of payment of the Redemption Price therefor for more than seven calendar
<PAGE> 28

days following the day on which tender for redemption is made: (i) for any
period during which the New York Stock Exchange is closed other than customary
weekend and holiday closings or during which trading on the New York Stock
Exchange is restricted; (ii) for any period during which an emergency exists as
a result of which disposal by such Trust of the Securities held therein is not
reasonably practicable or it is not reasonably practicable fairly to determine
in accordance herewith the value of such Securities; or (iii) for such other
period as the Securities and Exchange Commission may by order permit or
require, and shall not be liable to any person or in any way for any loss or
damage which may result from any such suspension or postponement.

(d) Not later than the close of business on the day of tender of a
Unit or Units for redemption by a Unitholder other than the Sponsor, the
Trustee shall notify the Sponsor of such tender. The Sponsor shall have the
right to purchase the Unit or Units tendered for redemption by notifying the
Trustee of its election to make such purchase as soon as practicable thereafter
but in no event subsequent to the close of business on the second Business Day
after the day on which such Unit or Units was tendered for redemption. Such
purchase shall be made by payment for such Unit or Units by the Sponsor to the
Unitholder not later than the close of business on the scheduled Settlement
Date of an amount not less than the Redemption Price which would otherwise be
payable by the Trustee to such Unitholder. Any Units of a Trust so purchased
by the Sponsor may, at the option of the Sponsor, be tendered to the Trustee
for redemption at the unit investment trust office of the Trustee in the manner
provided in the first paragraph of this Section 5.02. In the event a secondary
market for Units is not being maintained for a Trust containing Restricted
Securities and it would be necessary to sell Restricted Securities to meet
redemptions and it is not feasible to dispose of the Restricted Securities
within the period during which the tendering Unitholders are required to be
paid, the Sponsor shall, nevertheless, purchase Units tendered for redemption
at a price not less than the Redemption Price.

(e) The Sponsor shall maintain with the Trustee a current list of
Securities with respect to each Trust designated to be sold for the purpose of
redemption of Units of such Trust tendered for redemption and not purchased by
the Sponsor, and for payment of expenses hereunder, provided that if the
Sponsor shall for any reason fail to maintain such a list, the Trustee, in its
sole discretion, may designate a current list of Securities held by such Trust
for such purposes. The net proceeds of any sales of Securities from such list
representing capital shall be credited to the Capital Account of such Trust and
the proceeds of such sales representing declared dividends shall be credited to
the Income Account of such Trust.

(f) Neither the Sponsor nor the Trustee shall be liable or
responsible in any way for depreciation or loss incurred by reason of any sale
of Securities held by a Trust made pursuant to this Section 5.02.

(g) Certificates, if any, evidencing Units redeemed pursuant to
this Section 5.02 shall be canceled by the Trustee and the Unit or Units
evidenced by such Certificates shall be terminated by such redemptions. In the
event that a Certificate shall be tendered representing a number of Units
greater than those requested to be redeemed by the Unitholder, the Trustee
shall issue to such Unit holder, upon payment of any tax or charges of the
character referred to in Section 5.03(b), a new Certificate evidencing the
Units representing the balance of the Certificate so tendered and not redeemed.

<PAGE> 29

Section 5.03. Transfer or Interchange of Units.

(a) Units of a Trust may be transferred by the registered holder
thereof upon surrender of the certificate evidencing such Units if such Units
are represented by definitive certificates and presentation of transfer
instructions, at the unit investment trust office of the Trustee accompanied by
such documents executed by the Unitholder or his authorized attorney as the
Trustee deems necessary to evidence the authority of the person making such
transfer. The Trustee may deem and treat the person in whose name any Units
shall be registered upon the books of the Trustee as the owner of record of
such Units for all purposes hereunder and the Trustee shall not be affected by
any notice to the contrary, nor be liable to any person or in any way for so
deeming and treating the person in whose name any Unit shall be so registered.
The transfer books maintained by the Trustee for the purposes of this Section
5.03 shall be closed in connection with the termination of the Trust pursuant
to Section 9.02.

(b) A sum sufficient to pay any tax or other governmental charge
that may be imposed in connection with any such transfer or interchange shall
be paid by the Unitholder to the Trustee. The Trustee may require a Unitholder
to pay a reasonable fee which the Trustee in its sole discretion shall
determine on any such transfer or interchange.

ARTICLE VI

TRUSTEE

Section 6.01. General Definition of Trustee's Liabilities, Rights and
Duties.

(a) The Trustee shall in its discretion undertake such action as
it may deem necessary at any and all times to protect all Trust assets and the
rights and interests of the Unitholders pursuant to the terms of this Indenture
and the related Trust Agreement, provided, however, that the expenses and costs
of such actions, undertakings or proceedings shall be reimbursable to the
Trustee from the Income and Capital Accounts, and the payment of such costs and
expenses shall be secured by a prior lien on such Trust assets.

(b) In addition to and notwithstanding the other duties, assets,
privileges and liabilities of the Trustee as otherwise set forth, the rights,
privileges and liabilities of the Trustee hereunder are further defined as
follows:

(1) all moneys deposited with or received by the Trustee
hereunder relative to a particular Trust shall be held by it without interest
in trust as part of such Trust or the Reserve Account of such Trust until
required to be disbursed in accordance with the provisions of this Indenture
and such moneys will be segregated by separate recordation on the trust ledger
of the Trustee so long as such practice preserves a valid preference under
applicable law, or if such preference is not so preserved the Trustee shall
handle such moneys in such other manner as shall constitute the segregation and

<PAGE> 30

holding thereof in trust within the meaning of the Investment Company Act of
1940. Part of the Trustee's compensation for ordinary services performed under
this Indenture, in addition to the compensation provided for in Section 6.04,
may take the form of the benefits to the Trustee that may result from positive
balances in the Income, Capital and Reserve Accounts;

(2) the Trustee shall be under no liability for any action
taken in good faith on any appraisal, paper, order list, demand, request,
consent, affidavit, notice, opinion, direction, evaluation, endorsement,
assignment, resolution, draft or other document whether or not of the same kind
prima facie properly executed, or for the disposition of moneys, Securities or
Units pursuant to this Indenture, or in respect of any evaluation which it is
required to make or is required or permitted to have made by others under this
Indenture or otherwise, including any action taken in reliance upon an opinion
of counsel as to whether any Security is a Restricted Security, except by
reason of its own gross negligence, lack of good faith or willful misconduct.
The Trustee may construe any of the provisions of this Indenture, insofar as
the same may appear to be ambiguous or inconsistent with any other provisions
hereof, and any construction of any such provisions hereof by the Trustee in
good faith shall be binding upon the parties hereto;

(3) the Trustee shall not be responsible for or in respect of
the recitals herein, the validity or sufficiency of this Indenture or for the
due execution hereof by the Sponsor, or for the form, character, genuineness,
sufficiency, value or validity of any Securities (except that the Trustee shall
be responsible for the exercise of due care in determining the genuineness of
Securities delivered to it pursuant to contracts for the purchase of such
Securities), and the Trustee shall in no event assume or incur any liability,
duty or obligation to any Unitholder or the Sponsor other than as expressly
provided for herein. The Trustee shall not be responsible for or in respect
of the validity of any signature by or on behalf of the Sponsor;

(4) the Trustee shall not be under any obligation to appear
in, prosecute or defend any action, which in its opinion may involve it in
expense or liability, unless, as often as required by the Trustee, it shall be
furnished with reasonable security and indemnity against such expense or
liability, and any pecuniary cost of the Trustee from such actions shall be
deductible from and a charge against the Income and Capital Accounts of the
affected Trust or Trusts;

(5) the Trustee may employ agents, subcustodians, attorneys,
accountants and auditors and shall not be answerable for the default or
misconduct of any such agents, attorneys, accountants or auditors if such
agents, attorneys, accountants or auditors shall have been selected with
reasonable care; provided, however, that if the Trustee chooses to employ the
Depository Trust Company in connection with the storage and handling of, and
the furnishing of administrative services in connection with the Securities,
the Trustee will be answerable for any default or misconduct of The Depository
Trust Company and its employees and agents as fully and to the same extent as
if such default or misconduct had been committed or occasioned by the Trustee.
The Trustee shall be fully protected in respect of any action under this
Indenture taken, or suffered, in good faith by the Trustee, in accordance with
the opinion of its counsel. The fees and expenses charged by such agents,
attorneys, accountants or auditors shall constitute an expense of the Trustee
reimbursable from the Income and Capital Accounts of the appropriate Trust or
Trusts as set forth in Section 6.04;

<PAGE> 31

(6) if at any time there is only one Sponsor acting hereunder
and such Sponsor shall fail to undertake or perform any of the duties which by
the terms of this Indenture are required by it to be undertaken or performed,
or such Sponsor shall become incapable of acting or if a court having
jurisdiction in the premises shall enter a decree or order for relief in
respect of such Sponsor in an involuntary case, or such Sponsor shall commence
a voluntary case, under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect, or any receiver, liquidator, assignee,
custodian, trustee, sequestrator (or similar official) for such Sponsor or for
any substantial part of its property shall be appointed, or such Sponsor shall
make any general assignment for the benefit of creditors or shall generally
fail to pay its debts as they become due, then in any such case, the Trustee
may in addition to any other action permitted by the terms of this Indenture,
do any one or more of the following: (i) appoint a successor Sponsor which
shall act hereunder in all respects in place of such Sponsor and which may be
compensated at rates deemed by the Trustee to be reasonable under the
circumstances by deduction from the Income Accounts of the respective Trusts
or, to the extent funds are not available in such Accounts of such Trusts, from
the Capital Accounts of such Trusts but no such deduction shall be made
exceeding such reasonable amount as the Securities and Exchange Commission may
prescribe in accordance with Section 26(a)(2)(C) of the Investment Company Act
of 1940; or (ii) terminate this Indenture and the trust created hereby and
liquidate the respective Trusts in the manner provided in Section 9.02;

(7) if, within 90 days from the time that the registration
statement relating to the Trust has become effective under the Securities Act
of 1933, the net worth of the Trust declines to less than $100,000 or the Trust
is terminated, the Sponsor shall: (a) refund, on demand and without deduction,
all sales charges to any Unitholders who purchased Units from the Sponsor (or
from any underwriter or dealer participating in the distribution of Units), and
(b) direct the Trustee to liquidate the Trust and distribute the proceeds
thereof to the Unitholders pursuant to the terms hereof. If, by reason of the
aggregate redemption of Units of any Trust held by the Sponsor and/or one or
more underwriters not theretofore sold, the value of any Trust as shown by an
evaluation of the Trust pursuant to Section 5.01 shall be less than forty
percent (40%) of the aggregate value of Securities deposited in the Trust
(a) the Trustee shall liquidate the Trust and distribute the assets thereof to
the Unitholders of the Trust pursuant to the terms hereof, and (b) the Sponsor
shall refund, on demand and without deduction, all sales charges to any
Unitholder who purchased Units from the Sponsor or from any underwriter or
dealer participating in the distribution. If the value of the Trust as shown
by any evaluation by the Trustee pursuant to Section 5.01 shall be less than
the Minimum Termination Value set forth in the Trust Agreement with respect to
such Trust, the Trustee in its discretion may, and shall when so directed by
the Sponsor, terminate the affected Trust and the Indenture and related Trust
Agreement, insofar as they relate to such Trust, and liquidate such Trust, all
in the manner provided in Section 9.02;

(8) in no event shall the Trustee be liable for any taxes or
other governmental charges imposed upon or in respect of the Securities held in
any Trust or upon the interest thereon or upon it as Trustee hereunder or upon
or in respect of any of the Trusts which it 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 the premises. For all such taxes and charges
and for any expenses, including counsel fees, which the Trustee may sustain or

<PAGE> 32

incur with respect to such taxes or charges, the Trustee shall be reimbursed
and indemnified out of the Income and Capital Accounts to the extent permitted
hereunder of the affected Trusts, and the payment of such amounts so paid by
the Trustee shall be secured by a prior lien on the affected Trust;

(9) no payment to a Sponsor or to any principal underwriter
(as defined in the Investment Company Act of 1940) for a Trust or to any
affiliated person (as so defined) or agent of a Sponsor or such underwriter
shall be allowed the Trustee as an expense except for payment of such
reasonable amounts as the Securities and Exchange Commission may prescribe as
compensation for performing bookkeeping and other administrative services of a
character normally performed by the Trustee;

(10) the Trustee, except by reason of its own gross negligence
or willful misconduct, shall not be liable for any action taken or suffered to
be taken by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture; and

(11) the Trustee, in its individual or any other capacity, may
become an owner or pledgee of, or be an underwriter or dealer in respect of,
obligations issued by the same issuer (or an affiliate of such issuer) of any
Securities at any time held as part of the Trust and may deal in any manner
with the same or with the issuer (or an affiliate of the issuer) with the
rights and powers as if it were not the Trustee hereunder.

Section 6.02. Books, Records and Reports.

(a) The Trustee shall keep proper books of record and account of
all the transactions under this Indenture and keep a register, as described in
Section 2.06, at its corporate trust office and such books and records shall be
open to inspection by any Unitholder with respect to a Trust at all reasonable
times during the usual business hours.

(b) The Trustee shall cause, at Trust expense, audited statements
as to the assets and income of each Trust to be prepared on an annual basis by
independent public accountants selected by the Sponsor; provided, however, if
the cost to a Trust for preparation of such statements shall exceed an amount
equivalent to $.50 per 100 Units on an annual basis, then the Trustee shall not
be required to have such statements prepared. Any such report shall be
provided to a Unitholder upon request.

(c) The Trustee shall make such annual or other reports as may
from time to time be required under any applicable statute or rule or
regulation. The Trustee shall advance to the Trust, on the date income is
received with respect to a Security, funds equal to amounts of foreign taxes to
be reclaimed by the Trustee with respect to such Security relating to such
income.

Section 6.03. Indenture and List of Securities on File. The Trustee
shall keep a certified copy or duplicate original of this Indenture together
with a current list of the Securities on file at its corporate trust office
available for inspection by any Unitholder at all reasonable times during usual
business hours.

<PAGE> 33

Section 6.04. Compensation.

(a) In addition to the compensation to the Trustee contemplated by
Section 6.01(b)(1), for services performed under this Indenture the Trustee
shall be paid an amount per annum per 100 Units in each Trust equal to the
amount specified as compensation for the Trustee in the Trust Agreement payable
in monthly installments on the first business day of each month in an amount
equal to one-twelfth of the estimated annual compensation of the Trustee. The
Trustee's compensation shall be computed on the basis of the largest number of
Units outstanding during the calendar year for which such compensation relates.
The Trustee may from time to time adjust its compensation as set forth above
provided that the total adjustment upward does not, at the time of such
adjustment, exceed the percentage of the total increase, after the date hereof,
in consumer prices for services as measured by the United States Department of
Labor Consumer Price Index entitled "All Services Less Rent" or similar index,
if such index should no longer be published. The consent or concurrence of any
Unitholder hereunder shall not be required for any such adjustment or increase.
Such compensation shall be charged by the Trustee against the Income and
Capital Accounts of the respective Trusts on or before the Distribution Date on
which such period terminates; provided, however, that such compensation shall
be deemed to provide only for the usual, normal and proper functions undertaken
as Trustee pursuant to this Indenture.

(b) The Trustee shall charge the Income and Capital Accounts of
each Trust for any and all fees, expenses and disbursements incurred hereunder,
including legal and auditing expenses, and for any extraordinary services
performed hereunder, which extraordinary services shall include but not be
limited to all costs and expenses incurred by the Trustee in making any annual
or other reports or other documents referred to in Section 6.02; provided,
however, that the amount of any such charge which has not been finally
determined as of any Record Date may be estimated and any necessary adjustments
shall be made; and provided, further, that if the balances in the Income and
Capital Accounts shall be insufficient to provide for amounts payable pursuant
to this Section 6.04, the Trustee shall have the power to sell Securities in
the manner provided in Section 5.02. Notwithstanding anything to the contrary
herein, the Trustee shall be entitled to withdraw from the Income Account and
the Capital Account and credit to a reserve account such sums as it deems
advisable to provide for the payment of the fees and expenses of the Trust or
to take such other actions to provide for the payment or compromise of such
fees and expenses as the Trustee and the Sponsor deem to be in the best
interests of the Unitholders of such Trust.

(c) The Trustee shall be indemnified and held harmless, against
any loss or liability accruing to it without gross negligence, bad faith or
willful misconduct on its part, arising out of or in connection with the
acceptance or administration of the trust created by this Indenture, including
the costs and expenses (including counsel fees) of defending itself against any
claim of liability in the premises. If the cash balances in the Income and
Capital Accounts of the affected Trust shall be insufficient to provide for
amounts payable pursuant to this Section 6.04, the Trustee shall have the power
to sell: (i) Securities from the current list of Securities held in such Trust
designated to be sold pursuant to Section 5.02; or (ii) if no such Securities
have been so designated, such Securities held in such Trust as the Trustee may
see fit to sell in its own discretion, and to apply the proceeds of any such
sale in payment of the amounts payable pursuant to this Section 6.04. The
Trustee shall promptly notify the Sponsor of such action in writing and shall
set forth herein the Securities sold and the proceeds received therefrom.

<PAGE> 34

(d) The Trustee shall not be liable or responsible in any way for
depreciation or loss incurred by reason of any sale of Securities held in the
affected Trust made pursuant to this Section 6.04. Any moneys payable to the
Trustee pursuant to this Section shall be secured by a prior lien on such
Trust.

Section 6.05. Removal and Resignation of Trustee; Successor. The
following provisions shall provide for the removal and resignation of the
Trustee and the appointment of any successor trustee:

(a) the Trustee or any trustee or trustees hereafter appointed may
resign and be discharged of the trust created by this Indenture, by executing
an instrument in writing resigning as Trustee of such trust and filing the same
with the Sponsor and mailing a copy of a notice of resignation to all
Unitholders then of record, not less than sixty days before the date specified
in such instrument when, subject to Section 6.05(e), such resignation is to
take effect. Upon receiving such notice of resignation, the Sponsor shall
promptly appoint a successor trustee as hereinafter provided, by written
instrument, in duplicate, one copy of which shall be delivered to the resigning
Trustee and one copy to the successor trustee. In case at any time the Trustee
shall become incapable of acting, or shall be adjudged a bankrupt or insolvent,
or a receiver of the Trustee or of its property shall be appointed, or any
public officer shall take charge or control of the Trustee or of its property
or affairs for the purposes of rehabilitation, conservation or liquidation,
then in any such case the Sponsor may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, one copy of which shall
be delivered to the Trustee so removed and one copy to the successor trustee.
Notice of such resignation or removal of a trustee and appointment of a
successor trustee shall be mailed by the successor trustee, promptly after its
acceptance of such appointment, to each Unitholder then of record;

(b) any successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Sponsor and to the retiring Trustee an
instrument accepting such appointment hereunder, and such successor trustee
without any further act, deed or conveyance shall become vested with all the
rights, powers, duties and obligations of its predecessor hereunder with like
effect as if originally named Trustee herein and shall be bound by all the
terms and conditions of this Indenture and the respective Trust Agreements.
Upon the request of such successor trustee, the Sponsor and the retiring
Trustee shall, upon payment of any amounts due the retiring Trustee, or
provision therefor to the satisfaction of such retiring Trustee, execute and
deliver an instrument acknowledged by it transferring to such successor trustee
all the rights and powers of the retiring Trustee; and the retiring Trustee
shall transfer, deliver and pay over to the successor trustee all Securities
and moneys at the time held by it hereunder, together with all necessary
instruments of transfer and assignment or other documents properly executed
necessary to effect such transfer and such of the records or copies thereof
maintained by the retiring Trustee in the administration hereof as may be
requested by the successor trustee, and shall thereupon be discharged from all
duties and responsibilities under this Indenture;

(c) in case any time the Trustee shall resign and no successor
trustee shall have been appointed and have accepted appointment within thirty
days after notice of resignation has been received by the Sponsor, the retiring
Trustee may forthwith apply to a court of competent jurisdiction for the
appointment of a successor trustee. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, appoint a successor
trustee;
<PAGE> 35

(d) any entity into which any Trustee hereunder may be merged or
with which it may be consolidated, or any entity resulting from any merger or
consolidation to which any Trustee hereunder shall be a party, shall be the
successor Trustee under this Indenture without the execution or filing of any
paper, instrument or further act to be done on the part of the parties hereto,
anything herein, or in any agreement relating to such merger or consolidation,
by which any such trustee may seek to retain certain powers, rights and
privileges theretofore obtaining for any period of time following such merger
or consolidation, to the contrary notwithstanding; provided, however, that upon
any such merger or consolidation of any Trustee hereunder with or into any
other entity which: (i) is registered under the Investment Company Act of
1940, as amended; or which directly or indirectly controls or is controlled by
an entity which is registered under the Investment Company Act of 1940, as
amended; and (ii) directs unit investment trusts in competition with the
Sponsor, the Sponsor shall have the unconditional and totally discretionary
right to remove the sponsor entity as trustee hereunder at any time after one
year of the effectiveness of any such merger or consolidation and, in the event
of such a removal, the procedures set forth in Section 6.05(a) shall apply; and

(e) any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to this Section 6.05 shall become effective upon
acceptance of appointment by the successor trustee as provided in Section
6.05(b).

Section 6.06. Qualifications of Trustee. The Trustee shall be a
corporation organized and doing business under the laws of the United States or
any state thereof, which is authorized under such laws to exercise corporate
trust powers and having at all times an aggregate capital, surplus, and
undivided profits of not less than $5,000,000.

ARTICLE VII

RIGHTS OF UNITHOLDERS

Section 7.01. Beneficiaries of Trust. By the purchase and acceptance
or other lawful delivery and acceptance of any Unit of a Trust the Unitholder
shall be deemed to be a beneficiary of the trust created pursuant to this
Indenture and vested with all right, title and interest in the respective Trust
to the extent of the Unit or Units owned, subject to the terms and conditions
of this Indenture, the related Trust Agreement and such Unit.

Section 7.02. Rights, Terms and Conditions. In addition to the other
rights and powers set forth in the other provisions and conditions of this
Indenture the Unitholders shall have the following rights and powers and shall
be subject to the following terms and conditions:

(a) a Unitholder may at any time prior to the termination of the
Trust tender his Units to the Trustee for redemption of the Units evidenced
thereby in accordance with Section 5.02;

(b) the death or incapacity of any Unitholder shall not operate to
terminate this Indenture or the Trust to which the Units owned by him relate,
nor entitle his legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court of competent jurisdiction for a
partition or winding up of such Trust, nor otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them. Each
Unitholder expressly waives any right he may have under any rule of law or
<PAGE> 36

under the provisions of any statute, or otherwise, to require the Trustee at
any time to account, in any manner other than as expressly provided in this
Indenture, in respect of the Securities or moneys from time to time received,
held and applied by the Trustee hereunder; and

(c) no Unitholder shall have any right to vote or in any manner
otherwise control the operation, supervision and management of the Trust in
which he holds Units, or the obligations of the parties hereto, nor shall
anything herein set forth be construed so as to constitute the Unitholders from
time to time as partners or members of an association; nor shall any Unitholder
ever be under any liability to any third persons by reason of any action taken
by the parties to this Indenture or for any other cause whatsoever.

ARTICLE VIII

SPONSOR

Section 8.01. Liabilities; Power of Attorney. The Sponsor, or the
Sponsors if there be more than one, shall be severally liable in accordance
herewith for the obligations imposed upon and undertaken by the Sponsor
hereunder, provided, that, without in any way affecting or diminishing such
several liability, each Sponsor of the Trust shall indemnify the other Sponsors
and hold the other Sponsors harmless from and against any and all costs,
expenses and liabilities (including attorneys' fees) which such other Sponsors
may suffer or incur as a result of or by reason of any act or failure to act
hereunder on the part of the indemnifying Sponsor. At all times prior to the
termination of a particular Trust and while the Sponsors thereof shall continue
to act jointly hereunder, there shall be maintained on file with the Trustee a
power of attorney executed in favor of one Sponsor by the other Sponsors
constituting and appointing the non-executing Sponsor the true and lawful agent
and attorney-in-fact of the executing Sponsors to execute and deliver for and
on behalf of the executing Sponsors any and all notices, opinions,
certificates, lists, demands, directions, instruments, or other documents
provided or permitted to be executed or delivered by the Sponsors hereunder or
to take any other action in respect thereof with respect to such Trust. Such
power of attorney shall continue in effect as to each executing Sponsors until
written notice of revocation thereof has been given by such executing Sponsors
to the Trustee. Prior to receipt of such notice of revocation the Trustee
shall be entitled to rely conclusively upon such power of attorney as
authorizing the non-executing Sponsor to give any notice, opinion, certificate,
list, demand, direction, instrument or other document provided for or permitted
hereunder or to take any other action in respect hereof on behalf of the
executing Sponsors as to which such power of attorney is in effect.

Section 8.02. Discharge of a Sponsor. If there be more than one
Sponsor, the following provisions shall provide for the discharge of a Sponsor
and the liability of the Sponsor in the event of the discharge of a Sponsor:

(a) In the event that any Sponsor shall fail to undertake or
perform any of the duties which by the terms of this Indenture are required by
it to be undertaken or performed and such failure shall continue for 30 days
after notice to all Sponsors from the Trustee or if any Sponsor shall become
incapable of acting or if a court having jurisdiction in the premises shall
enter a decree or order for relief in respect of any Sponsor in an involuntary
case, or any Sponsor shall commence a voluntary case, under any applicable
bankruptcy, insolvency, or other similar law now or hereafter in effect, or any
receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar
official) for any Sponsor or for any substantial part of its property shall be
<PAGE> 37

appointed or any Sponsor shall make any general assignment for the benefit of
creditors or shall generally fail to pay its debts as they become due, then
such Sponsor shall forthwith be and shall be deemed to be discharged forever as
Sponsor hereunder and thereupon the remaining Sponsor shall act hereunder
without the necessity of any other or further action on their part or on the
part of the Trustee;

(b) in the event that the power of attorney referred to in
Section 8.01 shall be revoked by written notice given by an executing Sponsor
and it shall not be replaced within one Business Day by another power of
attorney conforming with the requirements of said Section 8.01, the Sponsors
shall be deemed to have been unable to reach agreement with respect to action
to be taken jointly by them hereunder and thereupon the Sponsor that has
revoked the power of attorney executed by it shall be discharged hereunder and
thereupon or, if there is no other sponsor, the other Sponsors shall act
hereunder without the necessity of any other or further action on their part or
on the part of the Trustee, or if there is no other Sponsor, the Trustee shall
in accordance with the provisions of Section 6.01(f) either: (i) appoint a
successor sponsor or sponsors; or (ii) terminate this Indenture and the trust
created hereby; and

(c) notwithstanding the discharge of any Sponsor in accordance
with this Section 8.02, such Sponsor shall continue to be fully liable in
accordance with the provisions hereof in respect of action taken or refrained
from under this Indenture by it before the date of such discharge or by the
undischarged Sponsors before or after the date of such discharge, as fully and
to the same extent as if no discharge had occurred.

Section 8.03. Certain Matters Regarding Succession. The covenants,
provisions and agreements herein contained shall in every case be binding upon
any successor to the business of any Sponsor. In the event of the death,
resignation or withdrawal of any partner of any successor Sponsor which may be
a partnership, the partner so resigning or withdrawing shall be relieved of all
further liability hereunder if at the time of such resignation or withdrawal
such Sponsor maintains a net worth (determined in accordance with generally
accepted accounting principles) of at least $1,000,000. In the event of an
assignment by any Sponsor to a successor corporation or partnership as
permitted by the next following sentence, such Sponsor, and if such Sponsor is
a partnership, its partners, shall be relieved of all further liability under
this Indenture. Any Sponsor may transfer all or substantially all of its
assets to a corporation or partnership which carries on the business of such
Sponsor, if at the time of such transfer such successor duly assumes all the
obligations of such Sponsor under this Indenture.

Section 8.04. Resignation of One or More Sponsors.

(a) If at any time any Sponsor desires to resign its position as
Sponsor hereunder and if at such time one of the other Sponsors maintains a
net worth (determined in accordance with generally accepted accounting
principles) of at least $1,000,000 and the other Sponsor is agreeable to such
resignation, the Sponsor desiring to resign may resign by delivering to the
Trustee an instrument of resignation executed by such resigning Sponsor and
consent to act by the remaining Sponsors. Upon such delivery, the resigning
Sponsor shall be discharged and shall no longer be liable in any matter
hereunder except as to acts or omissions occurring prior to such delivery and
the remaining Sponsors shall thereupon perform all duties and be entitled to
all rights under this Indenture; provided, however, that concurrently with or
subsequent to such resignation the remaining Sponsors and the Trustee may
<PAGE> 38

appoint a new Sponsor to act with the remaining Sponsors and to assume the
duties of the resigning Sponsor by an instrument executed by the remaining
Sponsors, the Trustee and the new Sponsor. Such new Sponsor shall not be under
any liability hereunder for occurrences or omissions prior to the execution of
such instrument.

(b) If at any time all Sponsors desire to resign their positions
as Sponsors hereunder and if, at such time, they, together with the Trustee
appoint one or more new Sponsors to act as Sponsor(s) and to assume the duties
of the resigning Sponsors by an instrument the form of which is satisfactory to
the Trustee executed by such resigning Sponsors, the Trustee and the new
Sponsor(s), then, if each such new Sponsor shall have a net worth (determined
in accordance with generally accepted accounting principles) of at least
$1,000,000, the Sponsors desiring to resign may resign by delivering to the
Trustee an instrument of resignation executed by such resigning Sponsors
together with the consent thereto by the new Sponsor(s) and the Trustee. Upon
such delivery the resigning Sponsors shall be discharged and shall no longer be
liable on any manner hereunder except as to act or omissions occurring prior to
such delivery and the new Sponsor(s) shall thereupon perform all duties and be
entitled to all rights under this Indenture. Such new Sponsor(s) shall not be
under any liability hereunder for occurrences or omissions prior to the
execution of such instrument, except to the extent actually assumed and agreed
to in writing by such Sponsor(s).

Section 8.05. Designation of Additional Sponsors. The Sponsors may
appoint one or more new Sponsors to act as Sponsor(s) and to assume the duties
of the Sponsors hereunder by an instrument the form of which is reasonably
satisfactory to the Trustee executed by Sponsors, the Trustee and the new
Sponsor(s). Such new Sponsor(s) shall not be under any liability hereunder for
occurrences or omissions prior to the execution of such instrument, except to
the extent actually assumed and agreed to in writing by such Sponsor(s).

Section 8.06. Notice to Unitholders of Change in Sponsor. Notice of
the discharge or resignation of one or more Sponsors and of any appointment of
a new Sponsor under Section 8.04 and Section 8.05 shall be mailed by the
Trustee to each Unitholder.

Section 8.07. Indemnification of Sponsor. Each Sponsor shall be
indemnified and held harmless by the Trust, against any loss or liability
accruing to it without gross negligence, bad faith or willful misconduct on its
part, arising out of or in connection with its acting as a Sponsor under the
respective Trusts, including the costs and expenses (including counsel fees) of
defending itself against any claim of liability in the premises.

ARTICLE IX

ADDITIONAL COVENANTS; MISCELLANEOUS PROVISIONS

Section 9.01. Amendments.

(a) This Indenture may be amended from time to time by the parties
hereto or their respective successors, without the consent of any of the
Unitholders: (i) To cure any ambiguity or to correct or supplement any
provision contained herein which may be defective or inconsistent with any
other provision contained herein; (ii) to add or change any provision as may be
necessary or advisable for the continuing qualification of a Trust as a
Regulated Investment Company; or (iii) to make such other provision in regard
to matters or questions arising hereunder as shall not adversely affect the
<PAGE> 39

interests of the Unitholders with respect to any of the Trusts; provided,
however, that the parties hereto may not (without the consent of all
Unitholders) amend this Indenture so as to (a) increase the number of Units
issuable hereunder except as otherwise permitted hereunder or such lesser
amount as may be outstanding at any time during the term of this Indenture;
(b) subject to Section 3.11, Section 3.12 and Section 3.13 permit the deposit
or acquisition hereunder of equity or other securities either in addition to or
in substitution for any of the Securities held in any of the Trusts or to
permit any Trust to engage in any kind of business; or (c) reduce the
percentage of Units required to consent to any amendment or waiver of this
Indenture.

(b) Except for the amendments, changes or modifications as
provided in Section 9.01(a), neither the parties hereto nor their respective
successors shall consent to any other amendment, change or modification of this
Indenture without the giving of notice and the obtaining of the approval or
consent of Unitholders representing at least 51% of the Units then outstanding
of the affected Trust. Nothing contained in this Section 9.01(b) shall permit,
or be construed as permitting, a reduction of the aggregate percentage of Units
the holders of which are required to consent to any amendment, change or
modification of this Indenture without the consent of the holders of all of the
Units then outstanding of the affected Trust and in no event may any amendment
be made which would (1) reduce the number of Units necessary to consent to an
amendment or termination, (2) alter the rights to the Unitholders as against
each other, (3) provide the Trustee with the power to engage in business or
investment activities other than as specifically provided in this Indenture or
(4) adversely affect the characterization of the Trust as a grantor trust for
federal income tax purposes.

(c) Promptly after the execution of any such amendment made
pursuant to Section 9.01(b), the Trustee shall furnish written notification to
all Unitholders then of record of the substance of such amendment.

Section 9.02. Termination.

(a) The respective Trusts created pursuant to this Indenture shall
terminate upon the sale or other disposition, as the case may be, of the last
Security held by such Trusts unless sooner terminated as herein before
specified and may be terminated at any time by the written consent of the
Unitholders holding 51% of the then outstanding Units in the respective Trust;
provided, that in no event shall any Trust continue beyond the respective date
indicated in the Trust Agreement with respect to such Trust (the "Mandatory
Termination Date").

(b) Written notice of any termination shall be given by the
Trustee to each such Unitholder at his address appearing on the registration
books of the Trustee and in connection with any Mandatory Termination Date such
notice shall be given no later than 30 days before the Mandatory Termination
Date. The notice will include a form enabling Unitholders owning 1,200 or more
Units to request an In Kind Distribution, as defined below, rather than payment
in cash upon termination of the Trust. Such request must be returned to the
Trustee at least five Business Days prior to the Mandatory Termination Date.
Such Unitholder will receive his pro rata number of whole shares of each of the
Securities comprising the Portfolio of the Trust and cash from the Capital
Account equal to the value of the fractional shares to which such Unitholder is
entitled. Such pro rata share of each Security and the related cash equal to
the value of the fractional shares to which such tendering Unitholder is
entitled is referred to herein as an "In Kind Distribution". An In Kind
<PAGE> 40

Distribution will be made by the Trustee through the distribution of each of
the Securities in book-entry form to the account of the Unitholder's bank or
broker-dealer at Depository Trust Company. If funds in the Capital Account are
insufficient to cover the required cash distribution to the Unitholder, the
Trustee may sell Securities according to the criteria discussed above.

No In Kind Distribution shall be made of Securities that are
Restricted Securities or otherwise restricted as to purchasers pursuant to the
terms thereof. In Kind Distributions of Securities that are otherwise
unavailable for ownership by individuals in the United States may be made if
the requesting Unitholder provides evidence satisfactory to the Trustee that
such Unitholder is able to own such Securities. Such Securities shall be sold
at the direction of the Sponsor in accordance with this Section 9.02.

(c) The Trustee will liquidate the Securities not segregated for
distribution in kind during such period and in such daily amounts as the
Sponsor shall direct. Whenever Securities are to be liquidated, the Sponsor
shall direct the Trustee as to the amount of such Securities that is to be so
liquidated and the amount that is to be segregated. The Sponsor shall direct
the liquidation of the Securities in such manner as to effectuate orderly sales
and a minimal market impact. In the event the Sponsor does not so direct, the
Securities shall be sold within a reasonable period and in such manner as the
Trustee, in its sole discretion, shall determine. The Trustee shall not be
liable for or responsible in any way for depreciation or loss incurred by
reason of any sale or sales made in accordance with the Sponsor's direction or,
in the absence of such direction, in the exercise of the discretion granted by
this Section 9.02. The Trustee shall deduct from the proceeds of these sales
and pay any tax or governmental charges and any brokerage commissions in these
sales and pay any tax or governmental charges and any brokerage commissions in
connection with such sales. Amounts received by the Trustee representing the
proceeds from the sales of Securities shall be credited to the Capital Account.

(d) Within a reasonable period of time after the termination and
sale of the Securities the Trustee shall:

(i) deduct from the Income Account of such Trust or, to the
extent that funds are not available in such Account, from the Capital
Account thereof and pay to itself individually an amount equal to the sum
of: (A) its accrued compensation for its ordinary recurring services;
(B) any compensation due it for its extraordinary services; and (C) any
costs, expenses, advances or indemnities as provided herein;

(ii) deduct from the Income Account of such Trust or, to
the extent that funds are not available in such Account, from the Capital
Account thereof and pay accrued and unpaid fees of the Sponsor and legal
counsel, if any;

(iii) deduct from the Income Account of such Trust or the
Capital Account thereof any amounts which may be required to be deposited
in the Reserve Account to provide for payment of any applicable taxes or
other governmental charges and any other amounts which may be required to
meet expenses incurred under this Indenture;

(iv) make final distributions from the Trust, against
surrender for cancellation of each Unitholder's Certificate or
Certificates, if issued, as follows:

<PAGE> 41

(A) to each Unitholder requesting In Kind Distribution (1)
such holder's pro rata portion of each of the Securities segregated
for distribution in kind, in whole shares, and (2) cash equal to the
balance of such Unitholder's pro rata portion of the Income and
Capital Accounts, including (a) a pro rata portion of the net proceeds
of sale of Securities representing any fractional shares included in
such Unitholder's pro rata share of the Securities not segregated for
liquidation to provide for Trust expenses, and (b) such other cash
amount as may properly be included in such Unitholder's pro rata share
of the sum of the cash balances of the Income and Capital Accounts;

(B) to each Unitholder receiving distribution in cash,
such holder's pro rata share of the cash balances of the Income and
Capital accounts; and

(C) on the conditions set forth in Section 3.04, to all
Unitholders, their pro rata share of the balance of the Reserve
Account, if any.

(e) To the extent possible, In Kind Distributions of Securities
shall be made by the Trustee through the distribution of each of the Securities
in book-entry form to the account of the Unitholder's bank or broker-dealer at
The Depository Trust Company. The Trustee shall deduct from the cash amount of
the Unitholder's termination distribution (and shall have the power to sell
Securities included in such termination distribution if such cash amount is
insufficient) any costs determined by the Trustee in its sole discretion to
result from the registration and transfer of Securities or otherwise resulting
from an In Kind Distribution.

(f) Together with such distribution to each Unitholder with
respect to such Trust as provided for in Section 9.02(d)(iv), furnish to each
such Unitholder a final distribution statement as of the date of the
computation of the amount distributable to Unitholders, setting forth the data
and information in substantially the form and manner provided for in Section
3.06.

(g) The amounts to be so distributed to each such Unitholder shall
be that pro rata share of the balance of the total Income and Capital Accounts
of such Trust as shall be represented by the Units owned by such Unitholder.
The Trustee shall distribute to each Unitholder any dividends, which on the
Mandatory Termination Date were declared, but not received, net of any and all
expenses not previously deducted, within a reasonable time of their receipt.
The Trustee shall be under no liability with respect to moneys held by it in
the Income, Reserve and Capital Accounts of a Trust upon termination of such
Trust except to hold the same in trust without interest until disposed of in
accordance with the terms of this Indenture.

Section 9.03. Construction. This Indenture is executed and delivered
in the State of New York, and all laws or rules of construction of such State
shall govern the rights of the parties hereto and the Unitholders and the
interpretation of the provisions hereof. Headings and titles herein are for
convenience only and should not influence such interpretation.

Section 9.04. Registration of Units. The Sponsor agrees and
undertakes on its own part to register the Units of the Trusts with the
Securities and Exchange Commission or other applicable governmental agencies,
if such registration shall be required, and to do all things that may be
necessary or required to comply with this provision during the terms of the
<PAGE> 42

respective Trusts created pursuant hereto, and the Trustee shall incur no
liability or be under any obligation for expenses in connection therewith.

Section 9.05. Written Notice. Any notice, demand, direction or
instruction to be given to the Sponsor hereunder shall be in writing and shall
be duly given if mailed or delivered to Unison Investment Trusts Ltd., c/o
Edward D. Jones & Co., 201 Progress Parkway, St. Louis, Missouri 63043,
Attention: Steven Novik or at such other address as shall be specified by the
Sponsor to the other parties hereto in writing.

Any notice, demand, direction or instruction to be given to the
Trustee hereunder shall be in writing and shall be duly given if mailed or
delivered to the unit investment trust office of the Trustee at 101 Barclay
Street, 17th Floor, New York, New York, 10286, Attention: Unit Investment
Trust Division, or at such other address as shall be specified by the Trustee
to the other parties hereto in writing.

Any notice to be given to the Unitholders shall be duly given if
mailed or delivered to each Unitholder at the address of such holder appearing
on the registration books of the Trustee.

Section 9.06. Severability. If any one or more of the covenants,
agreements, provisions or terms of this Indenture or any of the related Trust
Agreements shall be held contrary to any express provision of law or contrary
to policy of express law, though not expressly prohibited, or against public
policy, or shall for any reason whatsoever be held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Indenture or any
such Trust Agreement and shall in no way affect the validity or enforceability
of the other provisions of this Indenture or any such Trust Agreement or of the
Units or the rights of the owners thereof.

Section 9.07. Dissolution of Sponsor Not to Terminate. Except as
otherwise provided in Section 6.01(f), the dissolution of the Sponsor from or
for any cause whatsoever shall not operate to terminate this Indenture or the
Trusts created pursuant hereto insofar as the duties and obligations of the
Trustee are concerned.

Section 9.08. Certificate Mutilated, Destroyed, Stolen or Lost. In
case any physical Certificate representing Units shall become mutilated or be
destroyed, stolen or lost, the Trustee shall execute and deliver a new
Certificate in exchange and substitution therefor upon the holder's furnishing
the Trustee with proper identification and satisfactory indemnity, complying
with such other reasonable regulations and conditions as the Trustee may
prescribe and paying such expenses as the Trustee may incur. Any mutilated
Certificate shall be duly surrendered and canceled before any new Certificate
shall be issued in exchange and substitution therefor. Upon the issuance of
any new Certificate a sum sufficient to pay any tax or other governmental
charge and the fees and expenses of the Trustee may be imposed. Any such new
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the related Trust, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found
at any time.

In the event a Trust has terminated or is in the process of
termination, the Trustee may, instead of issuing a new Certificate in exchange
and substitution for a Certificate in the related Trust which shall have become
mutilated or shall have been destroyed, stolen or lost, make the distributions
<PAGE> 43

in respect of such mutilated, destroyed, stolen or lost Certificate (without
surrender thereof except in the case of a mutilated Certificate), as provided
in Section 9.02, if the Trustee is furnished with such security or indemnify as
it may require to save it harmless, and in the case of destruction, loss or
theft of a Certificate, evidence to the satisfaction of the Trustee of the
destruction, loss or theft of such Certificate and of the ownership thereof.

Section 9.09. Qualification as a Regulated Investment Company. With
respect to any Trust which elects to be taxed as a Regulated Investment
Company, the Trustee will, at the direction of the Sponsor, take all action
necessary to maintain the federal income tax status of the Trust as a Regulated
Investment Company. As of the date of this Indenture, the requirements for
Regulated Investment Company status include:

(1) The Trust shall file with its federal income tax return for its
first taxable year an election to be a Regulated Investment
Company;

(2) In each taxable year of the Trust, at least 90% of the Trust's
gross income must be derived from dividends, interest, and gains
from the sale or other disposition of stock or securities (as
defined in Section 2(a)(36) of the Investment Company Act of 1940,
as amended), or other income derived with respect to the business
of investing in such stock or securities;

(3) In each taxable year of the Trust, less than 30% of the Trust's
gross income is derived from the sale or disposition of stock or
securities or options, futures or forward contracts (other than
options, futures, or forward contracts on foreign currencies) held
for less than 3 months;

(4) On each Diversification Test Date the total fair market value of
Disqualified Securities held by the Trust is not greater than 50%
of the value of the Trust's total assets;

(5) On each Diversification Test Date not more than 25% of the fair
market value of the Trust's total assets are invested in the
Securities, other than United States Government Securities or the
Securities of other Regulated Investment Companies, of any one
issuer or two or more issuers in which the Trust owns stock
totaling more than 20% of the voting power, if those issuers are
engaged in similar or related trades or businesses; and

(6) The Trust satisfies the requirements of sections 852 and 854 of
the Internal Revenue Code, relating to the distribution of taxable
income of the Trust in each taxable year.

The requirements contained herein are applicable for Trusts that elect
Regulated Investment Company status for the 1993 taxable year. The provisions
of this section shall be amended to the extent necessary to enable any Trust
which elects to be taxed as a Regulated Investment Company for federal income
tax purposes to meet such requirements under future versions of the Internal
Revenue Code.

Section 9.10. Election to Allow Foreign Tax Credit to the
Shareholders. For those Trusts that have validly elected Regulated Investment
Company status and for which the Trustee has, pursuant to Section 3.16,
received certification that more than 50% of the Trust assets are invested in
<PAGE> 44

Foreign Securities, the Sponsor, in its sole discretion, may direct the Trustee
to elect pursuant to Section 853 of the Code to forego any deduction or credit
attributable to any income, war profits and excess profits taxes paid to a
foreign country or possession of the United States. Any Regulated Investment
Company that makes an election pursuant to this section shall send each
Unitholder a written notice that complies with the applicable sections of the
Code and Treasury Regulations in force for the taxable year for which such an
election is made.

IN WITNESS WHEREOF, Unison Investment Trusts L.P. has caused this
Standard Terms and Conditions of Trust to be executed by the general partner
thereof, and The Bank of New York has caused this Standard Terms and Conditions
of Trust to be executed and its corporate seal to be hereto affixed and
attested to by one of its duly authorized officers, all as of the day, month
and year first above written.

UNISON INVESTMENT TRUSTS LTD.,
By: Unison Capital Corp., Inc.,
General Partner

By:__________________________________
Name: _______________________________
Title: ______________________________

THE BANK OF NEW YORK, Trustee

By: __________________________________
Name: ________________________________
Title: _______________________________

(SEAL)

Attest: __________________________
Name: __________________________
Title: _________________________

<PAGE> 45

STATE OF MISSOURI )
) SS
ST. LOUIS COUNTY )

I, _______________, a Notary Public in and for the said County in the
State aforesaid, do hereby certify that ____________________________ personally
known to me to be the same person whose name is subscribed to the foregoing
instrument and personally known to me to be a Vice President of Unison Capital
Corp., Inc., the General Partner of Unison Investment Trusts L.P., d/b/a Unison
Investment Trusts Ltd., a Missouri limited partnership, appeared before me this
day in person and acknowledged that he signed and delivered the said instrument
on behalf of Unison Capital Corp., Inc. and Unison Investment Trusts L.P.,
d/b/a Unison Investment Trusts Ltd. as the free and voluntary act as such
Unison Capital Corp., Inc. and as the free and voluntary act of said Unison
Investment Trusts L.P., d/b/a Unison Investment Trusts Ltd., a Missouri limited
partnership, for the uses and purposes therein set forth.

GIVEN under my hand and notarial seal this ___ day of _______, 199__.

____________________________________
Notary Public

(SEAL)

_________________________________
Notary Public - State Of Missouri
St. Louis County
My Commission Expires ___________

STATE OF NEW YORK )
) SS
COUNTY OF ___________ )

On this ____ day of ________, 199___, before me personally came
__________________ to me known, who, being by me first duly sworn, said that he
is __________________________ of The Bank of New York, one of the corporations
described in and which executed the foregoing instrument; that he knows the
seal of the said corporation; that the seal affixed to the said instrument is
such corporate seal; that it was so affixed by authority of the Bylaws of the
said corporation; and that he signed his name thereto by like authority.

_______________________________________
Notary Public

(SEAL)

My Commission expires:________________

<PAGE> 46

EXHIBIT A

FORM OF CERTIFICATE OF OWNERSHIP

No. - CERTIFICATE OF OWNERSHIP __________ Units

--evidencing--

CENTRAL EQUITY TRUST

WORLDWIDE SERIES ___

This is to certify that CEDE & CO. is the owner and registered holder
of this Certificate evidencing the ownership of One Hundred Percent (100%) of
the unit(s) of undivided interest ("Units") in the Series of CENTRAL EQUITY
TRUST noted on the face hereof (the "Trust") created by the Standard Terms and
Conditions of Trust, as amended and restated, and a related Trust Agreement
relating to such Series (collectively, the "Indenture"), by and between UNISON
INVESTMENT TRUSTS LTD. (the "Sponsor"), and THE BANK OF NEW YORK (the
"Trustee"). The Trust consists of: (l) such of the securities deposited in
trust and listed in the Trust Agreement with respect to the Trust and any other
obligations that may be deposited in the Trust in exchange or substitution
therefor by reason of replacement of failed contracts initially deposited in
accordance with the Indenture, as may from time to time continue to be held as
part of the Trust; and (2) such cash amounts as from time to time may be held
in the Income Account and the Capital Account maintained under the Indenture in
the manner described therein. Subject to the terms and conditions in the
Indenture, the Sponsor is permitted to deposit from time to time with the
Trustee additional securities and thereupon the Trustee is authorized to issue
additional Units of the Trust.

The Sponsor hereby grants and conveys all of its right, title and
interest in and to the Trust to the registered holder of this Certificate
subject to and in pursuance of the Indenture, all the terms, conditions and
covenants of which are incorporated herein as if fully set forth at length.

The registered holder of this Certificate is entitled at any time upon
tender of this Certificate to the Trustee at its corporate trust office in the
City of New York, and upon payment of any tax or other governmental charges, to
receive on the seventh calendar day following the day on which such tender is
made, or, if such calendar day is not a Business Day, on the first Business Day
prior to such calendar day, an amount in cash equal to the evaluation of the
fractional undivided interest in the Trust evidenced by this Certificate, upon
the basis provided for in the Indenture. The right of redemption may be
suspended and the date of payment may be postponed for any period during which
the New York Stock Exchange is closed or trading on that Exchange is
restricted, for any period during which an emergency exists so that disposal of
the securities held in the Trust is not reasonably practicable or it is not
reasonably practicable fairly to determine the value of such securities, or for
such other periods as the Securities and Exchange Commission may by order
require or permit.

This Certificate shall be transferable by the registered holder hereof
by presentation and surrender hereof at the corporate trust office of the
Trustee properly endorsed on the reverse hereof or accompanied by a written
instrument or instruments of transfer in form satisfactory to the Trustee and
executed by the registered holder hereof or his authorized attorney.
<PAGE> 47

Certificates with respect to this Series are interchangeable for one or more
Certificates representing an equal aggregate number of units of undivided
interest at the corporate trust office of the Trustee, in denominations of a
single unit of undivided interest or any multiple thereof.

The holder of this Certificate, by virtue of the acceptance hereof,
shall have the rights described in, and assents to and shall be bound by the
terms of, the Indenture (subject to the limitations described therein), copies
of which are on file and available for inspection at the corporate trust office
of the Trustee, to which reference is made for all the terms, conditions and
covenants thereof.

The Trustee may deem and treat the person in whose name this
Certificate is registered upon the books of the Trustee as the owner hereof for
all purposes and the Trustee shall not be affected by any notice to the
contrary.

This Certificate shall not become valid or binding for any purpose
until properly executed by the Trustee under the Indenture.

IN WITNESS WHEREOF, Unison Investment Trusts Ltd., as Sponsor, and The
Bank of New York, as Trustee, have caused this Certificate to be executed in
their corporate names by the manual signature of an authorized officer.

DATE:

THE BANK OF NEW YORK

By:________________________________
Authorized Officer

UNISON INVESTMENT TRUSTS L.P.
d/b/a UNISON INVESTMENT TRUSTS LTD.

BY: Unison Capital Corp., Inc.,
General Partner

By: ___________________________
Authorized Officer

<PAGE> 48

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR CERTIFICATES IN
DEFINITIVE FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR
ANY NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF ANY SUCCESSOR DEPOSITARY.

FORM OF ASSIGNMENT

For Value Received ______________________________________ hereby
sells, assigns and transfers unto __________________________ (please insert
social security or other identifying number of assignee) the within Certificate
and does hereby irrevocably constitute and appoint _______________________
attorney, to transfer the within Certificate on the books of the Trustee, with
full power of substitution in the premises.

Date:

_____________________________________

The signature(s) to this assignment
must correspond with the name(s) as
written upon the face of the
Certificate without alteration or
enlargement or any change whatever.

Signature guarantee should be made by
the Sponsor, a member of the New
York, American, Midwest or Pacific
Stock Exchange, or by a commercial
bank or trust company having its
principal office or correspondent in
the City of New York.

Signature Guaranteed

_____________________________________