Registration No. 33-54849
1940 Act No. 811-05903
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 TO FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2
A. EXACT NAME OF TRUST:
OPPENHEIMER GLOBAL GROWTH & TREASURY SECURITIES TRUST, SERIES 1
B. NAME OF DEPOSITOR: NIKE SECURITIES L.P.
C. Complete address of depositor's principal executive offices:
NIKE SECURITIES L.P.
1001 Warrenville Road
Lisle, Illinois 60532
D. Name and complete address of agent for service:
Copy to:
JAMES A. BOWEN ERIC F. FESS
c/o Nike Securities L.P. c/o Chapman and Cutler
1001 Warrenville Road 111 West Monroe Street
Lisle, Illinois 60532 Chicago, Illinois 60603
E. Title and Amount of Securities Being Registered:
An indefinite number of Units 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 (as required by Rule 24f-2):
$500.00 (previously paid)
H. Approximate date of proposed sale to public:
As soon as practicable after the effective date of the
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 8(a), may determine.
OPPENHEIMER GLOBAL GROWTH & TREASURY SECURITIES TRUST, SERIES 1
Cross-Reference Sheet
(Form N-8B-2 Items required by Instructions as
to the Prospectus in Form S-6)
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
I. ORGANIZATION AND GENERAL INFORMATION
1. (a) Name of trust Prospectus front cover
(b) Title of securities issued Summary of Essential
Information
2. Name and address of each Information as to
depositor Sponsor, Trustee and
Evaluator
3. Name and address of Information as to
trustee Sponsor, Trustee and
Evaluator
4. Name and address of Information as to
principal underwriters Sponsor, Trustee and
Evaluator
5. State of organization Oppenheimer Global
of trust Growth & Treasury
Securities Trust
6. Execution and termination Other information
of trust agreement
7. Changes of name *
8. Fiscal Year *
9. Litigation *
II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST
10. (a) Registered or bearer Public Offering
securities
(b) Cumulative or distributive Oppenheimer Global
securities Growth & Treasury
Securities Trust
(c) Redemption Rights of Unitholders
(d) Conversion, transfer, etc. Rights of Unitholders
(e) Periodic payment plan *
(f) Voting rights Rights of Unitholders
(g) Notice of certificate- Other Information
holders
(h) Consents required Rights of Unitholders;
Other Information
(i) Other provisions Oppenheimer Global
Growth & Treasury
Securities Trust
11. Types of securities comprising Oppenheimer Global
units Growth & Treasury
Securities Trust
12. Certain information
regarding periodic payment
certificates *
13. (a) Load, fees, expenses, etc. Summary of Essential
Information; Public
Offering; Oppenheimer
Global Growth & Treasury
Securities Trust
(b) Certain information
regarding periodic payment
certificates *
(c) Certain percentages Summary of Essential
Information; Oppenheimer
Global Growth & Treasury
Securities Trust; Public
Offering
(d) Certain other fees, etc. Rights of Unitholders
payable by holders
(e) Certain profits receivable Oppenheimer Global
by depositor, principal Growth & Treasury
underwriters, trustee or Securities Trust
affiliated persons
(f) Ratio of annual charges to
income *
14. Issuance of trust's Rights of Unitholders
securities
15. Receipt and handling of
payments from purchasers *
16. Acquisition and disposition Oppenheimer Global
of underlying securities Growth & Treasury
Securities Trust; Rights
of Unitholders
17. Withdrawal or redemption Oppenheimer Global Growth
& Treasury Securities
Trust; Public Offering;
Rights of Unitholders
18. (a) Receipt, custody and
disposition of income Rights of Unitholders
(b) Reinvestment of
distributions Rights of Unitholders
(c) Reserves or special funds Information as to
Sponsor, Trustee and
Evaluator
(d) Schedule of distributions *
19. Records, accounts and
reports Rights of Unitholders
20. Certain miscellaneous
provisions of trust
agreement
(a) Amendment Other Information
(b) Termination Other Information
(c) and (d) Trustee, removal and
successor Information as to
Sponsor, Trustee and
Evaluator
(e) and (f) Depositor, removal Information as to
and successor Sponsor, Trustee and
Evaluator
21. Loans to security holders *
22. Limitations on liability Oppenheimer Global Growth
& Treasury Securities
Trust; Information as to
Sponsor, Trustee and
Evaluator
23. Bonding arrangements Contents of Registration
Statement
24. Other material provisions
of trust agreement *
III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR
25. Organization of depositor Information as to
Sponsor, Trustee and
Evaluator
26. Fees received by depositor *
27. Business of depositor Information as to
Sponsor, Trustee and
Evaluator
28. Certain information as to *
officials and affiliated
persons of depositor
29. Voting securities of *
depositor
30. Persons controlling *
depositor
31. Payment by depositor for *
certain services rendered
to trust
32. Payment by depositor for *
certain other services rendered to trust
33. Remuneration of other *
persons for certain
services rendered to trust
34. Remuneration of other *
persons for certain services
rendered to trust
IV. DISTRIBUTION AND REDEMPTION
35. Distribution of trust's
securities by states Public Offering
36. Suspension of sales of
trust's securities *
37. Revocation of authority
to distribute *
38. (a) Method of distribution Public Offering
(b) Underwriting agreements Public Offering;
Underwriting
(c) Selling agreements Public Offering
39. (a) Organization of principal Information as to
underwriters Sponsor, Trustee and
Evaluator
(b) N.A.S.D. membership of Information as to
principal underwriters Sponsor, Trustee and
Evaluator
40. Certain fee received by See Items 13(a) and 13(e)
principal underwriters
41. (a) Business of principal Information as to
underwriters Sponsor, Trustee and
Evaluator
(b) Branch offices of
principal underwriters *
(c) Salesmen of principal
underwriters *
42. Ownership of trust's
securities by certain
persons *
43. Certain brokerage
commissions received
by principal underwriters *
44. (a) Method of valuation Summary of Essential
Information; Oppenheimer
Global Growth & Treasury
Securities Trust; Public
Offering
(b) Schedule as to offering
price *
(c) Variation in offering Public Offering
price to certain persons
45. Suspension of redemption
rights *
46. (a) Redemption Valuation Rights of Unitholders
(b) Schedule as to redemption
price *
47. Maintenance of position Public Offering; Rights
in underlying securities of Unitholders
V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Organization and regulation Information as to
of trustee Sponsor, Trustee and
Evaluator
49. Fees and expenses of trustee Oppenheimer Global Growth
& Treasury Securities
Trust
50. Trustee's lien Oppenheimer Global Growth
& Treasury Securities
Trust
VI. INFORMATION CONCERNING THE INSURANCE OF HOLDERS OR
SECURITIES
51. Insurance of holders of *
trust's securities
VII. POLICY OF REGISTRANT
52. (a) Provisions of trust Oppenheimer Global
agreement with respect Growth & Treasury
to selection or elimination Securities Trust;
of underlying securities Rights of Unitholders
(b) Transactions involving
elimination of underlying
securities *
(c) Policy regarding Oppenheimer Global
substitution or elimination Growth & Treasury
of underlying securities Securities Trust; Rights
of Unitholders
(d) Fundamental policy not
otherwise covered *
53. Tax status of Trust Oppenheimer Global Growth
& Treasury Securities
Trust
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. Trust's securities during
last ten years *
55.
56.
57. Certain information regarding *
periodic payment plan
certificates
58.
59. Financial statements Report of Independent
(Instruction 1(c) to Auditors; Statement of
Form S-6) Net Assets
__________________________
* Inapplicable, answer negative or not required.
Oppenheimer Global Growth & Treasury Securities Trust,
Series 1
The Trust. Oppenheimer Global Growth & Treasury Securities Trust,
Series 1 (the "Trust") is a unit investment trust consisting of
a portfolio of zero coupon U.S. Treasury bonds and shares of Oppenheimer
Global Fund (the "Fund"). The Fund is an open-end, diversified
management investment company, commonly known as a mutual fund.
The objective of the Trust is to protect Unit holders' capital
by investing a portion of the Trust's portfolio in zero coupon
U.S. Treasury bonds ("Treasury Obligations") and to provide for
potential capital appreciation by investing a portion of the Trust's
portfolio in shares of Oppenheimer Global Fund. Collectively the
Treasury Obligations and the Fund shares are referred to herein
as the "Securities." The Fund's investment objective is capital
appreciation. Current income is not an objective. In seeking its
objective, the Fund will invest a substantial portion of its invested
assets in securities of foreign issuers, "growth-type" companies,
cyclical industries and special situations which are considered
to have appreciation possibilities. THE FUND'S TECHNIQUES MAY
BE CONSIDERED SPECULATIVE INVESTMENT METHODS AND INCREASE RISKS
AND COSTS TO THE FUND. SEE "WHAT IS OPPENHEIMER GLOBAL FUND?-RISK
FACTORS." The Treasury Obligations evidence the right to receive
a fixed payment at a future date from the U.S. Government and
are backed by the full faith and credit of the U.S. Government.
The guarantee of the U.S. Government does not apply to the market
value of the Treasury Obligations or the Units of the Trust, whose
net asset value will fluctuate and, prior to maturity, may be
worth more or less than a purchaser's acquisition cost. This Trust
is intended to achieve its objective over the life of the Trust
and as such is best suited for those investors capable of holding
Units to maturity. There is, of course, no guarantee that the
objective of the Trust will be achieved. See "Portfolio."
The Trust has a mandatory termination date ("Mandatory Termination
Date" or "Trust Ending Date") as set forth under "Summary of Essential
Information."
Each Unit of the Trust represents an undivided fractional interest
in all the Securities deposited in the Trust. The Trust has been
organized so that purchasers of Units should receive, at the termination
of the Trust, an amount per Unit at least equal to $10.00 (which
is equal to the per Unit value upon maturity of the Treasury Obligations),
even if the Trust never paid a dividend and the value of the underlying
Fund shares were to decrease to zero, which the Sponsor considers
highly unlikely. This feature of the Trust provides Unit holders
who purchase Units at a price of $10.00 or less per Unit with
total principal protection, including any sales charges paid,
although they might forego any earnings on the amount invested.
To the extent that Units are purchased at a price less than $10.00
per Unit, this feature may also provide a potential for capital
appreciation. As a result of the volatile nature of the market
for zero coupon U.S. Treasury bonds, Units sold or redeemed prior
to maturity will fluctuate in price and the underlying Treasury
Obligations may be valued at a price greater or less than their
value as of the Initial Date of Deposit. UNIT HOLDERS DISPOSING
OF THEIR UNITS PRIOR TO THE MATURITY OF THE TRUST MAY RECEIVE
MORE OR LESS THAN $10.00 PER UNIT, DEPENDING ON MARKET CONDITIONS
ON THE DATE UNITS ARE SOLD OR REDEEMED.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
First Trust (registered trademark)
The date of this Prospectus is September 22, 1994
Page 1
The Treasury Obligations deposited in the Trust on the Initial
Date of Deposit will mature on May 15, 2005 (the "Treasury Obligations
Maturity Date"). The Treasury Obligations in the Trust have a
maturity value equal to or greater than the aggregate Public Offering
Price (which includes the sales charge) of the Units of the Trust
on the Initial Date of Deposit. The Fund shares deposited in the
Trust's portfolio have no fixed maturity date and the net asset
value of the shares will fluctuate. See "Portfolio."
The Sponsor may, from time to time during a period of approximately
360 days after the Initial Date of Deposit, also deposit additional
Securities in the Trust, provided it maintains the original percentage
relationship between the Treasury Obligations and Fund shares
in the Trust's portfolio. Such deposits of additional Securities
will, therefore, be done in such a manner that the maturity value
of each Unit should always be an amount at least equal to $10.00,
plus the then current net asset value of the Fund shares represented
by each Unit. See "What is Oppenheimer Global Growth & Treasury
Securities Trust?" and "How May Securities be Removed from the
Trust?" The Trust will automatically terminate shortly after the
maturity of the Treasury Obligations deposited therein.
Public Offering Price. The Public Offering Price per Unit of the
Trust during the initial offering period is equal to a pro rata
share of the offering prices of the Treasury Obligations and the
net asset value of the Fund shares in the Trust plus or minus
a pro rata share of cash, if any, in the Capital and Income Accounts
of the Trust, plus a maximum sales charge of 5.5% (equivalent
to 5.82% of the net amount invested). The secondary market Public
Offering Price per Unit will be based upon a pro rata share of
the bid prices of the Treasury Obligations and the net asset value
of the Fund shares in the Trust plus or minus a pro rata share
of cash, if any, in the Capital and Income Accounts of the Trust
plus a maximum sales charge of 5.5% (equivalent to 5.82% of the
net amount invested). The minimum purchase is $1,000. The sales
charge is reduced on a graduated scale for sales involving at
least 10,000 Units. See "How is the Public Offering Price Determined?"
Income and Capital Gains Distributions. Distributions, of net
income, if any, other than amortized discount, will be made at
least annually. Distributions of realized capital gains, if any,
received by the Trust, will be made whenever the Fund makes such
a distribution. Any distribution of income and/or capital gains
will be net of the expenses of the Trust. INCOME WITH RESPECT
TO THE ACCRUAL OF ORIGINAL ISSUE DISCOUNT ON THE TREASURY OBLIGATIONS
WILL NOT BE DISTRIBUTED CURRENTLY, ALTHOUGH UNIT HOLDERS WILL
BE SUBJECT TO FEDERAL INCOME TAX AT ORDINARY INCOME RATES AS IF
A DISTRIBUTION HAD OCCURRED. See "What is the Federal Tax Status
of Unit Holders?" Additionally, upon termination of the Trust,
the Trustee will distribute, upon surrender of Units for redemption,
to each Unit holder his or her pro rata share of the Trust's assets,
less expenses, in the manner set forth under "Rights of Unit Holders-How
are Income and Capital Distributed?"
Reinvestment. Each Unit holder will, unless he or she elects to
receive cash payments, have distributions of principal (including,
if elected by Unit holders, the proceeds received upon the maturity
of the Treasury Obligations in the Trust at termination) and income
earned by the Trust, automatically invested in shares of the Fund
(if Fund shares are registered in the Unit holder's state of residence)
in the name of the Unit holder. Such distributions (including,
if elected by Unit holders, the proceeds received upon the maturity
of the Treasury Obligations in the Trust at termination) will
be reinvested without a sales charge to the Unit Holder on each
applicable distribution date. See "Rights of Unit Holders-How
Can Distributions to Unit Holders be Reinvested?"
Secondary Market for Units. After the initial offering period,
while under no obligation to do so, the Sponsor may maintain a
market for Units of the Trust and offer to resell such Units at
prices which are based on the aggregate bid side evaluation of
the Treasury Obligations and the aggregate net asset value of
the Fund shares in the Trust plus or minus a pro rata share of
cash, if any, in the Capital and Income Accounts of the Trust
plus a maximum sales charge of 5.5% (equivalent to 5.82% of the
net amount invested). If a secondary market is maintained during
the initial offering period, the prices at which Units will be
repurchased will be based upon the aggregate offering side evaluation
of the Treasury Obligations and the aggregate net asset value
of the Fund shares in the Trust. If a secondary market is not
maintained, a Unit holder may redeem Units through redemption
at prices based upon the aggregate bid price of the Treasury Obligations
plus the aggregate net asset value of the Fund shares in the Trust
plus or minus a pro rata share of cash, if any,
Page 2
in the Capital and Income Accounts of the Trust. See "Rights
of Unit Holders-How May Units be Redeemed?"
Risk Factors. An investment in the Trust should be made with an
understanding of the risks associated therewith, including, among
other factors, the possible deterioration of either the Securities
which make up the Trust or the general condition of the stock
market, volatile interest rates, economic recession, currency
exchange fluctuations, foreign withholding, and differences between
domestic and foreign legal, auditing, brokerage and economic standards.
The Trust is not actively managed and Securities will not be sold
by the Trust to take advantage of market fluctuations or changes
in anticipated rates of appreciation. See "What are the Fund's
Investment Policies?-Risk Factors."
Page 3
Summary of Essential Information
As of the Close of Business on September 21, 1994, the Business Day
Immediately Preceding the Initial Date of Deposit of the
Securities-September 22, 1994
Sponsor: Nike Securities L.P.
Trustee: United States Trust Company of New York
Evaluator: First Trust Advisors L.P.
<TABLE>
<CAPTION>
General Information
<S> <C>
Aggregate Maturity Value of Treasury Obligations Initially Deposited $ 500,000
Aggregate Number of Shares of the Oppenheimer Global Fund Initially Deposited 6,250
Initial Number of Units 50,000
Fractional Undivided Interest in the Trust per Unit 1/50,000
Public Offering Price per Unit
Aggregate Offering Price Evaluation of Securities in Portfolio (1) $ 457,875
Aggregate Offering Price Evaluation of Securities per Unit $ 9.1575
Sales Charge 5.5% (5.82% of the net amount invested) $ .5330
Public Offering Price per Unit (2) $ 9.6905
Sponsor's Initial Repurchase Price per Unit $ 9.1575
Redemption Price per Unit (based on bid price evaluation of underlying
Treasury Obligations and net asset value of the Fund shares)
$.5420 less than Public Offering Price per Unit;
$.0090 less than Sponsor's Initial Repurchase Price per
Unit (3) $ 9.1485
</TABLE>
CUSIP Number 683966 105
First Settlement Date September 29, 1994
Treasury Obligations Maturity Date May 15, 2005
Mandatory Termination Date May 15, 2005
Trustee's Annual Fee $0.0090 per Unit outstanding.
Evaluator's Annual Fee $0.0020 per $10.00 principal amount
of Treasury Obligations. Evaluations
for purposes of sale, purchase
or redemption of Units are made as
of the close of regular trading
(generally 4:00 p.m., Eastern time)
on the New York Stock Exchange
("NYSE") on each day on which the
NYSE is open.
Supervisory Fee (4) Maximum of $0.0015 per Unit
outstanding annually payable to
an affiliate of the Sponsor.
Estimated Oppenheimer Global
Fund Expenses (5) $0.0486 per Unit.
Record Date As soon as practicable after the
Fund's ex-dividend date.
Distribution Date As soon as practicable after the
Fund's distribution date.
[FN]
________________
(1) The shares of the Fund are valued at their net asset value.
The Treasury Obligations are valued at their aggregate offering
side evaluation.
(2) The Public Offering Price as shown reflects the value of
the Securities at the close of business on the business day prior
to the Initial Date of Deposit and establishes the original proportionate
relationship amongst the individual securities. No sales to investors
will be executed at this price. Additional Securities will be
deposited during the day of the Initial Date of Deposit which
will be valued as of 4:00 p.m. Eastern time and sold to investors
at a Public Offering Price per Unit based on this valuation.
(3) See "How May Units be Redeemed?"
(4) The Sponsor will also be reimbursed for bookkeeping and other
administrative expenses currently at a maximum annual rate of
$0.0010 per Unit.
(5) Estimated Oppenheimer Global Fund Expenses are based upon
the net asset value of that number of Oppenheimer Global Fund
Shares per Unit multiplied by the Fund's Annual Operating Expenses
less rebated 12b-1 fees. See "What is Oppenheimer Global Fund?-Fund
Expenses."
Page 4
Oppenheimer Global Growth & Treasury Securities Trust,
Series 1
What is Oppenheimer Global Growth & Treasury Securities Trust?
The Oppenheimer Global Growth & Treasury Securities Trust, Series
1 is one of a series of investment companies created by the Sponsor
under the name of Oppenheimer Global Growth & Treasury Securities
Trust, all of which are generally similar but each of which is
separate and is designated by a different series number (the "Trust").
This series was created under the laws of the State of New York
pursuant to a Trust Agreement (the "Indenture"), dated the Initial
Date of Deposit, with Nike Securities L.P., as Sponsor, United
States Trust Company of New York, as Trustee, and First Trust
Advisors L.P., as Portfolio Supervisor and Evaluator.
On the Initial Date of Deposit, the Sponsor deposited with the
Trustee confirmations of contracts for the purchase of the Securities
in the Trust together with an irrevocable letter or letters of
credit of a financial institution in an amount at least equal
to the purchase price of such Securities. In exchange for the
deposit of Securities or contracts to purchase Securities in the
Trust, the Trustee delivered to the Sponsor documents evidencing
the entire ownership of the Trust.
The objective of the Trust is to protect Unit holders' capital
by investing a portion of the Trust's portfolio in zero coupon
U.S. Treasury bonds ("Treasury Obligations") and to provide for
potential capital appreciation by investing a portion of the Trust's
portfolio in shares of Oppenheimer Global Fund (the "Fund"). The
Fund is a mutual fund with the investment objective of capital
appreciation. Current income is not an objective. In seeking its
objective, the Fund will invest a substantial portion of its invested
assets in securities of foreign issuers, "growth-type" companies,
cyclical industries and special situations which are considered
to have appreciation possibilities. The Fund's techniques may
be considered speculative investment methods and increase risks
and costs to the Fund. See "What is Oppenheimer Global Fund?-Risk
Factors." In the Sponsor's opinion, the trend toward integration
and interdependence of certain of the world's economies as well
as the emergence of newly industrialized countries, with higher
standards of living and increasing consumer demands has translated
into more foreign investment opportunities. Foreign markets are
assuming a dominant role in the world economy. Over the past twenty
years, the major percentage of the world stock market capitalization
has shifted dramatically from the United States to foreign markets,
which now account for approximately 66% of the world's equities.
Oppenheimer Funds international experts have identified nine significant
global trends which they currently believe offer the most promising
areas for long-term growth: Specialized Communications, Emerging
Consumer Markets, Infrastructure Worldwide, Capital Market Development,
Healthcare/Biotechnology, Energy Logistics, Corporate Restructuring,
Efficiency-Enhancing Technologies, and Environment. The Treasury
Obligations evidence the right to receive a fixed payment at a
future date from the U.S. Government and are backed by the full
faith and credit of the U.S. Government. The guarantee of the
U.S. Government does not apply to the market value of the Treasury
Obligations or the Units of the Trust, whose net asset value will
fluctuate and, prior to maturity, may be more or less than a Unit
holder's acquisition cost. Collectively, the Treasury Obligations
and Fund shares in the Trust are referred to herein as the "Securities."
There is, of course, no guarantee that the objective of the Trust
will be achieved.
With the deposit of the Securities on the Initial Date of Deposit,
the Sponsor established a percentage relationship between the
principal amounts of Treasury Obligations and Fund shares in the
Trust's portfolio. 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 Securities deposited in the Trust will
maintain, as nearly as is practicable, the original percentage
relationship between the Treasury Obligations and Fund shares
initially established for the Trust. Such deposits of additional
Securities will, therefore, be done in such a manner that the
maturity value of each Unit
Page 5
should always be an amount at least equal to $10.00, plus the
then current net asset value of the Fund shares represented by
each Unit. Any deposit by the Sponsor of additional Securities
will duplicate, as nearly as is practicable, the original percentage
relationship and not the actual percentage relationship on the
subsequent date of deposit, since the actual percentage relationship
may be different than the original percentage relationship. This
difference may be due to the sale, redemption or liquidation of
any of the Securities deposited in the Trust on the Initial, or
any subsequent, Date of Deposit. See "How May Securities be Removed
from the Trust?" On a cost basis to the Trust, the original percentage
relationship on the Initial Date of Deposit was approximately
48.01% Treasury Obligations and 51.99% Fund shares. Since the
prices of the Fund shares and Treasury Obligations will fluctuate
daily, the ratio, on a market value basis, will also change daily.
The maturity value of the Treasury Obligations and the portion
of the Fund shares represented by each Unit will not change as
a result of the deposit of additional Securities in the Trust.
On the Initial Date of Deposit, each Unit of the Trust represented
the undivided fractional interest in the Securities deposited
in the Trust set forth under "Summary of Essential Information."
The Trust has been organized so that purchasers of Units should
receive, at the termination of the Trust, an amount per Unit at
least equal to $10.00 per Unit (which is equal to the per Unit
value upon maturity of the Treasury Obligations), even if the
Fund shares never paid a dividend and the value of the Fund shares
in the Trust were to decrease to zero, which the Sponsor considers
highly unlikely. Furthermore, the Sponsor will take such steps
in connection with the deposit of additional Securities in the
Trust as are necessary to maintain a maturity value of the Units
of the Trust at least equal to $10.00 per Unit. The receipt of
only $10.00 per Unit upon the termination of the Trust (an event
which the Sponsor believes is unlikely) represents a substantial
loss on a present value basis. At current interest rates, the
present value of receiving $10.00 per Unit as of the termination
of the Trust would be approximately $4.40 per Unit (the present
value is indicated by the amount per Unit which is invested in
Treasury Obligations). Furthermore, the $10.00 per Unit in no
respect protects investors against diminution in the purchasing
power of their investment due to inflation (although expectations
concerning inflation are a component in determining prevailing
interest rates, which in turn determine present values). If inflation
were to occur at the rate of 5% per annum during the period ending
at the termination of the Trust, the present dollar value of $10.00
per Unit at the termination of the Trust would be approximately
$5.89 per Unit. To the extent that Units of the Trust are redeemed,
the aggregate value of the Securities in the Trust will be reduced
and the undivided fractional interest represented by each outstanding
Unit of the Trust will increase. However, if additional Units
are issued by the Trust in connection with the deposit of additional
Securities by the Sponsor, the aggregate value of the Securities
in the Trust will be increased by amounts allocable to additional
Units, and the fractional undivided interest represented by each
Unit of the Trust will be decreased proportionately. See "How
May Units be Redeemed?" The Trust has a Mandatory Termination
Date as set forth herein under "Summary of Essential Information."
What are the Expenses and Charges?
At no cost to the Trust, the Sponsor has borne all the expenses
of creating and establishing the Trust, including the cost of
the initial preparation, printing and execution of the Indenture
for the Units, legal and accounting expenses, expenses of the
Trustee and other out-of-pocket expenses. With the exception of
bookkeeping and other administrative services provided to the
Trust, for which the Sponsor will be reimbursed in amounts as
set forth under "Summary of Essential Information," the Sponsor
will not receive any fees in connection with its activities relating
to the Trust. Such bookkeeping and administrative charges may
be increased without approval of the Unit holders by amounts not
exceeding proportionate increases under the category "All Services
Less Rent of Shelter" in the Consumer Price Index published by
the United States Department of Labor. The fees payable to the
Sponsor for such services may exceed the actual costs of providing
such services for the Fund, but at no time will the total amount
received for such services rendered to unit investment trusts
of which Nike Securities L.P. is the Sponsor in any calendar year
exceed the actual cost to the Sponsor of supplying such services
in such year. First Trust Advisors L.P., an affiliate of the Sponsor,
will receive an annual supervisory fee, which is not to exceed
the amount set forth under "Summary of Essential Information,"
for providing portfolio supervisory services for the Trust. Such
fee is based
Page 6
on the number of Units outstanding in the Trust on January 1 of
each year except during the year or years in which an initial
offering period occurs in which case the fee for a month is based
on the number of Units outstanding at the end of such month. The
fee may exceed the actual costs of providing such supervisory
services for the Trust, but at no time will the total amount received
for portfolio supervisory services rendered to unit investment
trusts of which Nike Securities L.P. is the Sponsor in any calendar
year exceed the aggregate cost of First Trust Advisors L.P. of
supplying such services in such year.
Subsequent to the initial offering period, the Evaluator will
receive a fee as indicated in the "Summary of Essential Information."
No fee is paid to the Evaluator with respect to the Fund shares
in the Trust. The Trustee pays certain expenses of the Trust for
which it is reimbursed by the Trust. The Trustee will receive
for its ordinary recurring services to the Trust and for all normal
expenses of the Trustee incurred by or in connection with its
responsibilities under the Indenture, an annual fee computed at
$0.0090 per annum per Unit in the Trust outstanding based upon
the number of Units outstanding in the Trust on January 1 of each
year except during the year or years in which an initial offering
period occurs in which case the fee for a month is based on the
number of Units outstanding at the end of such month. For a discussion
of the services performed by the Trustee pursuant to its obligations
under the Indenture, reference is made to the material set forth
under "Rights of Unit Holders." Rule 12b-1 fees imposed on shares
of the Fund held in the Trust, are rebated to the Trust, deposited
in the Income Account and are used to pay expenses of the Trust.
The Trustee's and Evaluator's fees are payable from the Income
Account of the Trust to the extent funds are available and then
from the Capital Account of the Trust. Since the Trustee has the
use of the funds being held in the Capital and Income Accounts
for payment of expenses and redemptions and since such Accounts
are non-interest bearing to Unit holders, the Trustee benefits
thereby. Part of the Trustee's compensation for its services to
the Trust is expected to result from the use of these funds. Both
fees may be increased without approval of the Unit holders by
amounts not exceeding proportionate increases under the category
"All Services Less Rent of Shelter" in the Consumer Price Index
published by the United States Department of Labor.
The following additional charges are or may be incurred by the
Trust: all legal and annual auditing expenses of the Trustee incurred
by or in connection with its responsibilities under the Indenture;
the expenses and costs of any action undertaken by the Trustee
to protect the Trust and the rights and interests of the Unit
holders; fees of the Trustee for any extraordinary services performed
under the Indenture; indemnification of the Trustee for any loss,
liability or expense incurred by it without negligence, bad faith
or willful misconduct on its part, arising out of or in connection
with its acceptance or administration of the Trust; indemnification
of the Sponsor for any loss, liability or expense incurred without
gross negligence, bad faith or willful misconduct in acting as
depositor of the Trust; all taxes and other government charges
imposed upon the Securities or any part of the Trust (no such
taxes or charges are being levied or made or, to the knowledge
of the Sponsor, contemplated). The above expenses and the Trustee's
annual fee, when paid or owing to the Trustee, are secured by
a lien on the Trust. In addition, the Trustee is empowered to
sell Securities in the Trust in order to make funds available
to pay all these amounts if funds are not otherwise available
in the Income and Capital Accounts of the Trust except that the
Trustee shall not sell Treasury Obligations to pay Trust expenses.
Since the Fund shares consist primarily of common stock and the
income stream produced by dividends is unpredictable, the Sponsor
cannot provide any assurance that dividends will be sufficient
to meet any or all expenses of the Trust. As discussed above,
if dividends are insufficient to cover expenses, it is likely
that Fund shares will have to be sold to meet Trust expenses.
These sales may result in capital gains or losses to Unit holders.
See "What is the Federal Tax Status of Unit Holders?"
The Indenture requires the Trust to be audited on an annual basis
at the expense of the Trust by independent auditors selected by
the Sponsor. So long as the Sponsor is making a secondary market
for the Units, the Sponsor is required to bear the cost of such
annual audits to the extent such cost exceeds $0.005 per Unit.
Unit holders of the Trust covered by an audit may obtain a copy
of the audited financial statements upon request.
Page 7
What is the Federal Tax Status of Unit Holders?
The following is a general discussion of certain of the Federal
income tax consequences of the purchase, ownership and disposition
of the Units. The summary is limited to investors who hold the
Units as "capital assets" (generally, property held for investment)
within the meaning of Section 1221 of the Internal Revenue Code
of 1986, as amended (the "Code"). Unit holders should consult
their tax advisers in determining the Federal, state, local and
any other tax consequences of the purchase, ownership and disposition
of Units in the Trust.
In the opinion of Chapman and Cutler, counsel for the Sponsor,
under existing law:
1. The Trust is not an association taxable as a corporation for
Federal income tax purposes; each Unit holder will be treated
as the owner of a pro rata portion of the assets of the Trust
under the Code; the income of the Trust will be treated as income
of the Unit holders thereof under the Code; and each Unit holder
will be considered to have received his or her pro rata share
of income derived from each Trust asset when such income is received
by the Trust.
2. Each Unit holder will have a taxable event when the Trust
disposes of a Security (whether by sale, exchange, redemption,
or payment at maturity) or upon the sale or redemption of Units
by such Unit holder. The price a Unit holder pays for his or her
Units, including sales charges, is allocated among his or her
pro rata portion of each Security held by the Trust (in proportion
to the fair market values thereof on the date the Unit holder
purchases his or her Units) in order to determine his or her initial
cost for his or her pro rata portion of each Security held by
the Trust. The Treasury Obligations held by the Trust are treated
as stripped bonds and may be treated as bonds issued at an original
issue discount as of the date a Unit holder purchases his or her
Units. Because the Treasury Obligations represent interests in
"stripped" U.S. Treasury bonds, a Unit holder's initial cost for
his or her pro rata portion of each Treasury Obligation held by
the Trust shall be treated as its "purchase price" by the Unit
holder. Original issue discount is effectively treated as interest
for Federal income tax purposes and the amount of original issue
discount in this case is generally the difference between the
bond's purchase price and its stated redemption price at maturity.
A Unit holder will be required to include in gross income for
each taxable year the sum of his or her daily portions of original
issue discount attributable to the Treasury Obligations held by
the Trust as such original issue discount accrues and will in
general be subject to Federal income tax with respect to the total
amount of such original issue discount that accrues for such year
even though the income is not distributed to the Unit holders
during such year to the extent it is not less than a "de minimis"
amount as determined under a Treasury Regulation issued on December
28, 1992 relating to stripped bonds. To the extent the amount
of such discount is less than the respective "de minimis" amount,
such discount shall be treated as zero. In general, original issue
discount accrues daily under a constant interest rate method which
takes into account the semi-annual compounding of accrued interest.
In the case of the Treasury Obligations, this method will generally
result in an increasing amount of income to the Unit holders each
year. Unit holders should consult their tax advisers regarding
the Federal income tax consequences and accretion of original
issue discount under the stripped bond rules. For Federal income
tax purposes, a Unit holder's pro rata portion of dividends as
defined by Section 316 of the Code paid with respect to a Fund
share held by the Trust are taxable as ordinary income to the
extent of such Fund's current and accumulated "earnings
and profits." A Unit holder's pro rata portion of dividends paid
on such Fund share which exceed such current and accumulated
earnings and profits will first reduce a Unit holder's tax basis
in such Fund share, and to the extent that such dividends
exceed a Unit holder's tax basis in such Fund share shall
generally be treated as capital gain. In general, any such capital
gain will be short term unless a Unit holder has held his Units
for more than one year.
3. A Unit holder's portion of gain, if any, upon the sale or
redemption of Units or the disposition of Securities held by the
Trust will generally be considered a capital gain except in the
case of a dealer or a financial institution and, in general, will
be long-term if the Unit holder has held his or her Units for
more
Page 8
than one year. A Unit holder's portion of loss, if any, upon the
sale or redemption of Units or the disposition of Securities held
by the Trust will generally be considered a capital loss except
in the case of a dealer or a financial institution and, in general,
will be long-term if the Unit holder has held his or her Units
for more than one year. Unit holders should consult their tax
advisers regarding the recognition of such capital gains and losses
for Federal income tax purposes.
4. The Code provides that "miscellaneous itemized deductions"
are allowable only to the extent that they exceed two percent
of an individual taxpayer's adjusted gross income. Miscellaneous
itemized deductions subject to this limitation under present law
include a Unit holder's pro rata share of expenses paid by the
Trust, including fees of the Trustee and the Evaluator but not
including expenses incurred by the Fund, the shares of which are
held by the Trust.
Because Unit holders are deemed to directly own a pro rata portion
of the Fund shares as discussed above, Unit holders are advised
to read the discussion of tax consequences for the Fund set forth
under "Who is the Management of Oppenheimer Global Fund?-Tax Status
of the Fund." Distributions declared by the Fund on the Fund shares
in October, November or December that are held by the Trust and
paid during the following January will be treated as having been
received by Unit holders on December 31 in the year such distributions
were declared. Long-term capital gains distributions on the Fund
shares are taxable to the Unit holders as long-term capital gains
regardless of how long a person has been a Unit holder. If a Unit
holder holds his or her Units for six months or less or if the
Trust holds shares of the Fund for six months or less, any loss
incurred by a Unit holder related to the disposition of the Fund
shares will be treated as a long-term capital loss to the extent
of any long-term capital gains distributions received (or deemed
to have been received) with respect to such shares. For taxpayers
other than corporations, net capital gains are subject to a maximum
marginal tax rate of 28 percent. However, it should be noted that
legislative proposals are introduced from time to time that affect
relative differences at which ordinary income and capital gains
are taxed.
The Revenue Reconciliation Act of 1993 (the "Tax Act") raised
tax rates on ordinary income while capital gains remain subject
to a 28% maximum stated rate. Because some or all capital gains
are taxed at a comparatively lower rate under the Tax Act, the
Tax Act includes a provision that recharacterizes capital gains
as ordinary income in the case of certain financial transactions
that are "conversion transactions" effective for transactions
entered into after April 30, 1993. Unit holders and prospective
investors should consult with their tax advisers regarding the
potential effect of this provision on their investment in Units.
Special Tax Consequences of In-Kind Distributions Upon Termination
of the Trust. As discussed in "Rights of Unit Holders-How are
Income and Capital Distributed?," under certain circumstances
a Unit Holder will receive an In-Kind Distribution upon the
termination of the Trust. The Unit Holder requesting an In-Kind
Distribution will be liable for expenses related thereto
(the "Distribution Expenses") and the amount of such In-Kind
Distribution will be reduced by the amount of the Distribution Expenses.
See "Rights of Unit Holder-How are Income and Capital Distributed?"
Treasury Obligations held by the Trust will not be distributed to a
Unit holder as part of an In-Kind Distribution. The tax consequences
relating to the sale of Treasury Obligations are discussed above.
As previously discussed, prior to the termination of the Trust, a Unit holder
is considered as owning a pro rata portion of each of the Trust
assets for Federal income tax purposes. The receipt of an In-Kind
Distribution upon the termination of the Trust would be deemed
an exchange of such Unit holder's pro rata portion of each of
the shares of stock (including the Fund shares) and other assets
held by the Trust in exchange for an undivided interest in whole
shares of the Fund plus, possibly, cash.
There are generally three different potential tax consequences
which may occur under an In-Kind Distribution with respect to
each Security owned by the Trust. A "Security" for this purpose
is a particular class of stock issued by a particular corporation
(and does not include the Treasury Obligations in the Trust).
If the Unit holder receives only whole shares of the Fund in exchange
for his or her pro rata portion in each share of the Fund held
by the Trust, there is no taxable gain or loss recognized upon
such deemed exchange pursuant to Section 1036 of the Code. If
the Unit holder receives whole shares of the Fund plus cash
Page 9
in lieu of a fractional share of the Fund, and if the fair market
value of the Unit holder's pro rata portion of the shares of the
Fund exceeds his tax basis in his pro rata portion of the Fund,
taxable gain would be recognized in an amount not to exceed the
amount of such cash received, pursuant to Section 1031(b) of the
Code. No taxable loss would be recognized upon such an exchange
pursuant to Section 1031(c) of the Code, whether or not cash is
received in lieu of a fractional share. Under either of these
circumstances, special rules will be applied under Section 1031(d)
of the Code to determine the Unit holder's tax basis in the shares
of the Fund which he receives as part of the In-Kind Distribution.
Finally, if a Unit holder's pro rata interest in the Fund does
not equal a whole share, he may receive entirely cash in exchange
for his pro rata portion of the Fund. In such case, taxable gain
or loss is measured by comparing the amount of cash received by
the Unit holder with his tax basis in the Fund share.
A Unit holder who requests an In-Kind Distribution has to analyze
the tax consequences with respect to each Security owned by the
Trust. In analyzing the tax consequences with respect to each
Security, such Unit holder must allocate the Distribution Expenses
among the Securities (the "Allocable Expenses"). The Allocable
Expenses will reduce the amount realized with respect to each
Security so that the fair market value of the shares of such Security
received (if any) and cash received in lieu thereof (as a result
of any fractional shares) by such Unit holder should equal the
amount realized for purposes of determining the applicable tax
consequences in connection with an In-Kind Distribution. A Unit
holder's tax basis in shares of such Security received will be
increased by the Allocable Expenses relating to such Security.
The amount of taxable gain (or loss) recognized upon such exchange
will generally equal the sum of the gain (or loss) recognized
under the rules described above by such Unit holder with respect
to each Security owned by the Trust. Unit holders who request
an In-Kind Distribution are advised to consult their tax advisers
in this regard.
The Fund may elect to pass through to its shareholders the foreign
income and similar taxes paid by the Fund in order to enable such
shareholders to take a credit (or deduction) for foreign income
taxes paid by the Fund. If such an election is made, Unit holders
of the Trust, because they are deemed to own a pro rata portion
of the Fund shares held by the Trust, as described above, must
include in their gross income, for Federal income tax purposes,
both their portion of dividends received by the Trust from the
Fund, and also their portion of the amount which the Fund deems
to be the Trust's portion of foreign income taxes paid with respect
to, or withheld from, dividends, interest or other income of the
Fund from its foreign investments. Unit holders may then subtract
from their Federal income tax the amount of such taxes withheld,
or else treat such foreign taxes as deductions from gross income;
however, as in the case of investors receiving income directly
from foreign sources, the above described tax credit or deduction
is subject to certain limitations. Unit holders should consult
their tax advisers regarding this election and its consequences
to them.
General. Each Unit holder will be requested to provide its taxpayer
identification number to the Trustee and to certify that the Unit
holder has not been notified that payments to the Unit holder
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 Unit holder (including amounts
received upon the redemption of Units) will be subject to back-up
withholding. Distributions by the Trust will generally be subject
to United States income taxation and withholding in the case of
Units held by non-resident alien individuals, foreign corporations
or other non-United States persons (accrual of original issue
discount on the Treasury Obligations may not be subject to Federal
taxation or withholding provided certain requirements are met).
Such persons should consult their tax advisers.
Unit holders will be notified annually of the amounts of original
issue discount, income and long-term capital gains distributions
includable in the Unit holder's gross income and the amount of
Trust expenses which may be claimed as itemized deductions.
Distributions of income, long-term capital gains and accrual of
original issue discount may also be subject to state and local
taxes. Foreign investors may be subject to different Federal income
tax consequences than those described above. Investors should
consult their tax advisers for specific information on the tax
consequences of particular types of distributions.
Page 10
Unit holders desiring to purchase Units for tax-deferred plans
and IRAs should consult their broker for details on establishing
such accounts. Units may also be purchased by persons who already
have self-directed plans established. See "Why are Investments
in the Trust Suitable for Retirement Plans?"
In the opinion of Carter, Ledyard & Milburn, Special Counsel to
the Trust for New York tax matters, under the existing income
tax laws of the State of New York, the Trust is not an association
taxable as a corporation and the income of the Trust will be treated
as the income of the Unit holders thereof.
Why are Investments in the Trust Suitable for Retirement Plans?
Units of the Trust may be well suited for purchase by Individual
Retirement Accounts, pension funds and other tax-deferred retirement
plans. Generally, the Federal income tax relating to capital gains
and income received in each of the foregoing plans is deferred
until distributions are received. Distributions from such plans
are generally treated as ordinary income but may, in some cases,
be eligible for special averaging or tax-deferred rollover treatment.
Investors considering participation in any such plan should review
specific tax laws related thereto and should consult their attorneys
or tax advisers with respect to the establishment and maintenance
of any such plan. Such plans are offered by brokerage firms and
other financial institutions. Fees and charges with respect to
such plans may vary.
PORTFOLIO
What are Treasury Obligations?
The Treasury Obligations deposited in the Trust consist of U.S.
Treasury bonds which have been stripped of their unmatured interest
coupons. The Treasury Obligations evidence the right to receive
a fixed payment at a future date from the U.S. Government, and
are backed by the full faith and credit of the U.S. Government.
Treasury Obligations are purchased at a deep discount because
the buyer obtains only the right to a fixed payment at a fixed
date in the future and does not receive any periodic interest
payments. The effect of owning deep discount bonds which do not
make current interest payments (such as the Treasury Obligations)
is that a fixed yield is earned not only on the original investment
but also, in effect, on all earnings during the life of the discount
obligation. This implicit reinvestment of earnings at the same
rate eliminates the risk of being unable to reinvest the income
on such obligations at a rate as high as the implicit yield on
the discount obligation, but at the same time eliminates the holder's
ability to reinvest at higher rates in the future. For this reason,
the Treasury Obligations are subject to substantially greater
price fluctuations during periods of changing interest rates than
are securities of comparable quality which make regular interest
payments. The effect of being able to acquire the Treasury Obligations
at a lower price is to permit more of the Trust's portfolio to
be invested in shares of the Fund.
What is Oppenheimer Global Fund?
The portfolio of the Trust also contains shares of Oppenheimer
Global Fund.
Oppenheimer Global Fund (the "Fund") is a mutual fund with the
investment objective of capital appreciation. Current income is
not an objective. In seeking its objective, the Fund will invest
a substantial portion of its invested assets in securities of
foreign issuers, "growth-type" companies, cyclical industries
and special situations which are considered to have appreciation
possibilities. THE FUND'S TECHNIQUES MAY BE CONSIDERED SPECULATIVE
INVESTMENT METHODS AND INCREASE RISKS AND COSTS TO THE FUND. See
"Special Investment Methods."
The Fund offers two classes of shares ("Class A" and "Class B")
which may be purchased at a price equal to their respective net
asset value per share, plus a sales charge. The Trust has purchased
Class A shares for deposit in the Trust and any reference to Fund
shares in this prospectus shall refer to Class A shares.
This Prospectus sets forth concisely information about the Fund
that a prospective investor should know before investing. A Statement
of Additional Information about the Fund (the "Additional Statement")
has been filed with the Securities and Exchange Commission ("SEC")
and is available without charge upon written request to Oppenheimer
Shareholder Services (the "Transfer Agent"), P.O. Box 5270, Denver,
Colorado 80217, or by calling the Transfer Agent at 1-800-525-7048.
The Additional Statement (which is incorporated in its entirety
by reference in the Fund's Prospectus) contains more detailed
information about the Fund and its management, including more
complete information as to certain risk factors.
Page 11
Fund Expenses
The following table sets forth the fees that an investor in the
Fund might pay and the expenses paid by the Fund during its fiscal
year ended September 30, 1993.
<TABLE>
<CAPTION>
Shareholder Transaction Expenses
Class A
Shares
_______
<S> <C>
Maximum Sales Charge on Purchases (as a percentage of offering price) { 5.75%
Sales Charge on Reinvested Dividends None
Maximum Contingent Deferred Sales Charge on Redemptions None
Redemption Fees None
Exchange Fee $5.00
</TABLE>
<TABLE>
<CAPTION>
Annual Fund Operating Expenses
(as a percentage of average net assets)
Class A
Shares
_______
<S> <C>
Management Fees 0.67%
12b-1 (Distribution and/or Service Plan) Fees {{ 0.10%
Other Expenses 0.41%
_____
Total Fund Operating Expenses* 1.18%
</TABLE>
[FN]
____________
{ There is no sales load payable upon the purchase of the Fund
shares deposited in the Trust. However, the maximum sales charge
on the Units, and therefore indirectly on the Fund shares is 5.5%
during the initial offering period and 5.5% in the secondary market.
{{ Effectively, there are no 12b-1 fees on Fund shares held in
the Trust. However, Unit holders who acquire shares of the Fund
through reinvestment of dividends or other distributions or through
reinvestment at the Trust's termination will begin to incur 12b-1
fees at such time as shares are acquired.
* Units of the Trust are currently subject to Annual Fund Operating
Expenses of 1.27%, as discussed below, less annual 12b-1 fees
rebated to the Sponsor of 0.25% on Fund shares deposited in the
Trust. See "Summary of Essential Information" for a description
of estimated fees and expenses charged per Unit.
The purpose of this table is to assist an investor in understanding
the various costs and expenses that an investor in shares of the
Fund will bear directly (Shareholder Transaction Expenses) or
indirectly (Annual Fund Operating Expenses). The sales charge
rate shown for Class A shares is the current maximum rate applicable
to purchases of Class A shares of the Fund. The Management Fees
shown in the table, when restated to reflect the increase in management
fees approved by the Fund's shareholders at a meeting held on
June 20, 1994, would be 0.76% for Class A shares. "Total Fund
Operating Expenses," similarly restated, would be 1.27% for Class
A shares. "Other Expenses" would be 0.41% for Class A shares.
"Other Expenses" includes such expenses as custodial and transfer
agent fees, audit, legal and other business operating expenses,
but excludes extraordinary expenses. For further details, see
"Purchase, Redemption and Pricing of Shares-Dual Class Methodology"
and the Fund's financial statements, both included in the Additional
Statement.
The following examples apply the above-stated expenses and the
current maximum sales charge to a hypothetical $1,000 investment
in shares of the Fund over the time period shown below, assuming
a 5% annual rate of return on the investment. The amounts shown
below are the cumulative costs, reflecting the increase in Management
Fees discussed above, of such hypothetical $1,000 investment for
the periods shown and, except as indicated in line 2, assumes
that the shares are redeemed at the end of each stated period.
<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
______ _______ _______ ________
<S> <C> <C> <C> <C>
1. Class A Shares $70 $95 $123 $202
2. Class A Shares, assuming no redemption $70 $95 $123 $202
</TABLE>
These examples should not be considered a representation of past
or future expenses or performance. Expenses are subject to change
and actual performance and expenses may be less or greater than
those illustrated above.
Page 12
THE RULE 12B-1 FEES IMPOSED ON SHARES HELD IN THE TRUST ARE REBATED
TO THE TRUST AND ARE USED TO REDUCE EXPENSES OF THE TRUST RESULTING
IN INCREASED DISTRIBUTIONS TO UNIT HOLDERS. UNIT HOLDERS WHO ACQUIRE
SHARES OF SPECIAL SITUATIONS THROUGH REINVESTMENT OF DIVIDENDS
OR OTHER DISTRIBUTIONS OR THROUGH REINVESTMENT AT THE TRUST'S
TERMINATION WILL BEGIN TO INCUR RULE 12B-1 FEES AT SUCH TIME AS
SHARES ARE ACQUIRED.
Page 13
Financial Highlights
Selected data for a Class A share of the Fund outstanding throughout
each period
The information in the table below has been derived from financial
statements which are covered by another certified public accountant's
report appearing in the Additional Statement.
<TABLE>
<CAPTION>
Class A
Year Ended September 30,
1993 1992 1991 1990 1989
____ ____ ____ ____ ____
<S> <C> <C> <C> <C> <C>
Per Share Operating Data:
Net asset value, beginning of period $ 30.03 $ 32.05 $ 27.63 $ 30.43 $ 22.94
__________ __________ __________ __________ _________
Income (loss) from investment operations:
Net investment income 0.26 0.17 0.05 0.02 0.20
Net realized and unrealized gain (loss) on
investments and translation of assets
and liabilities in foreign currencies 4.99 (1.50) 6.14 0.29 9.11
__________ __________ __________ __________ _________
Total income (loss)
from investment operations 5.25 (1.33) 6.19 0.31 9.31
__________ __________ __________ __________ _________
Dividends and distributions to shareholders:
Dividends from net investment income (0.12) (0.11) (0.08) (0.11) (0.09)
Distributions from net realized gains
on investments (0.12) (0.58) (1.69) (3.00) (1.73)
__________ __________ __________ __________ _________
Total dividends and distributions
to shareholders (0.24) (0.69) (1.77) (3.11) (1.82)
__________ __________ __________ __________ _________
Net asset value, end of period $ 35.04 $ 30.03 $ 32.05 $ 27.63 $ 30.43
========== ========== ========== ========== =========
Total return, at Net Asset Value* 17.67% (4.23)% 23.71% 0.79% 42.87%
Ratios/Supplemental Data:
Net assets, end of period (in thousands) $1,388,773 $1,214,615 $1,076,336 $719,893 $ 522,866
Average net assets (in thousands) $1,213,098 $1,193,870 $ 898,592 $672,246 $ 445,819
Number of shares outstanding at
end of period (in thousands) 39,632 40,441 33,585 26,056 17,183
Amount of debt outstanding at
end of period (in thousands) $ - $ 60,000 $ 60,000 $ 60,000 $ 30,000
Average amount of debt outstanding
throughout each period
(in thousands){ $ 18,247 $ 60,000 $ 60,000 $ 42,877 $ 30,000
Average number of shares outstanding
throughout each period
(in thousands){{ 39,853 37,435 30,607 21,982 16,968
Average amount of debt per share
outstanding throughout each period $ 0.46 $ 1.60 $ 1.96 $ 1.95 $ 1.77
Ratios to average net assets:
Net investment income 0.84% 0.55% 0.22% 0.16% 0.73%
Expenses 1.18% 1.36% 1.65% 1.68% 1.90%
Portfolio turnover rate** 86.9% 18.0% 19.9% 27.2% 62.6%
</TABLE>
<TABLE>
<CAPTION>
Class A
Year Ended September 30,
1988 1987 1986 1985 1984
____ ____ ____ ____ ____
Per Share Operating Data:
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 38.29 $ 28.88 $ 17.36 $ 16.47 $ 22.99
__________ __________ __________ __________ __________
Income (loss) from investment operations:
Net investment income 0.04 0.05 0.12 0.14 0.07
Net realized and unrealized gain
(loss) on investments and
translation of assets and
liabilities in foreign currencies (9.70) 13.28 11.56 1.71 (3.96)
__________ __________ __________ __________ __________
Total income (loss)
from investment operations (9.66) 13.33 11.68 1.85 (3.89)
__________ __________ __________ __________ __________
Dividends and distributions to shareholders:
Dividends from net investment income (0.07) (0.11) (0.10) (0.04) (.12)
Distributions from net realized gains
on investments (5.62) (3.81) (0.06) (0.92) (2.51)
__________ __________ __________ __________ __________
Total dividends and distributions
to shareholders (5.69) (3.92) (0.16) (0.96) (2.63)
__________ __________ __________ __________ __________
Net asset value, end of period $ 22.94 $ 38.29 $ 28.88 $ 17.36 $ 16.47
========== ========== ========== ========== ==========
Total return, at Net Asset Value* (25.17)% 52.65% 67.63% 12.00% (18.65)%
Ratios/Supplemental Data:
Net assets, end of period (in thousands) $ 371,438 $ 601,417 $ 372,243 $ 231,645 $ 245,706
Average net assets (in thousands) $ 398,220 $ 473,418 $ 330,827 $ 225,843 $ 262,765
Number of shares outstanding at
end of period (in thousands) 16,191 15,708 12,891 13,347 14,920
Amount of debt outstanding at
end of period (in thousands) $ 30,000 $ 35,000 $ 22,000 $ 14,000 $ -
Average amount of debt outstanding
throughout each period
(in thousands){ $ 31,052 $ 26,290 $ 19,058 $ 3,877 $ 8,765
Average number of shares outstanding
throughout each period
(in thousands){{ 17,173 15,099 13,205 14,476 14,113
Average amount of debt per share
outstanding throughout each period $ 1.81 $ 1.74 $ 1.44 $ 0.27 $ 0.62
Ratios to average net assets:
Net investment income 0.15% 0.16% 0.47% 0.81% 0.35%
Expenses 1.89% 1.49% 1.60% 1.21% 1.48%
Portfolio turnover rate** 25.2% 37.0% 25.2% 29.0% 50.3%
</TABLE>
[FN]
* Assumes a hypothetical initial investment on the business day
before the first day of the fiscal period, with all dividends
and distributions reinvested in additional shares on the reinvestment
date, and redemption at the net asset value calculated on the
last business day of the fiscal period. Sales charges are not
reflected in the total returns.
** The lesser of purchases or sales of portfolio securities for
a period, divided by the monthly average of the market value of
portfolio securities owned during the period. Securities with
a maturity or expiration date at the time of acquisition of one
year or less are excluded from the calculation. Purchases and
sales of investment securities (excluding short-term securities)
for the year ended September 30, 1993 were $1,030,091,557 and
$1,055,706,289, respectively.
{ Based upon daily outstanding borrowings.
{{ Based upon month-end balances.
Page 14
What are the Fund's Investment Policies?
The Fund is an open-end, diversified management investment company
presently organized as a Massachusetts business trust. It was
initially organized as a Maryland corporation in 1969. In seeking
its objective of capital appreciation, the Fund emphasizes investment
in foreign and domestic securities considered by the Fund's investment
manager, Oppenheimer Management Corporation (the "Manager"), to
have appreciation possibilities, primarily common stocks or securities
having investment characteristics of common stocks (such as convertible
securities) of "growth-type" companies. As a matter of fundamental
policy, under normal market conditions, the Fund will invest its
total assets in securities of issuers traded in markets in at
least three different countries (which may include the United
States). The portfolio may also emphasize securities of cyclical
industries and "special situations" when the Manager believes
that they present opportunities for capital growth. The remainder
of the Fund's invested assets will be invested in securities for
liquidity purposes. The Fund's investment policies and practices
are not "fundamental" policies (as defined below) unless a particular
policy is identified as fundamental. The Board of Trustees of
the Fund (the "Board") may change non-fundamental policies without
shareholder approval.
The Fund currently emphasizes investment in "foreign securities"
(as defined below), because the Manager believes that certain
foreign securities may present investment opportunities. In the
Manager's opinion, investments in foreign securities offer potential
benefits not available from investing solely in securities of
domestic issuers, such as the opportunity to invest in foreign
issuers that appear to offer growth potential, or to invest in
foreign countries with economic policies or business cycles different
from those of the U.S. or foreign stock markets that do not move
in a manner parallel to U.S. markets, thereby reducing fluctuations
in portfolio value. "Foreign securities" include securities issued
by companies organized under the laws of countries other than
the United States that are traded on foreign securities exchanges
or foreign over-the-counter markets. Securities of foreign issuers
(i) represented by American Depository Receipts, (ii) traded in
the U.S. over-the-counter markets or (iii) listed on a U.S. securities
exchange are not considered "foreign securities" because they
are not subject to many of the special considerations and risks
(discussed below) that apply to investments in foreign securities
traded and held abroad. The Fund has no restrictions on the amount
of its assets that may be invested in securities of foreign issuers,
and thus the relative amount of such investments will change from
time to time. The Fund may purchase securities issued by issuers
in any country, developed or underdeveloped. As of September 30,
1993, approximately 82% of the Fund's net assets were invested
in foreign securities, and it is currently anticipated that the
Fund may continue to invest 80% or more of its total assets in
foreign securities. Risks of investing in foreign securities may
include foreign taxation, changes in currency rates or currency
blockage, currency exchange costs, and differences between domestic
and foreign legal, auditing, brokerage and economic standards.
When more than 50% of its assets are invested in foreign securities
at the end of any fiscal year, the Fund intends to elect the application
of Section 853 of the Internal Revenue Code of 1986, as amended
(the "Internal Revenue Code"), discussed in "Dividends, Distributions
and Taxes." Securities held abroad by foreign sub-custodians for
the Fund may be held only in those countries and by those sub-custodians
approved from time to time by the Board under applicable rules.
See "Investment Objective and Policies-Foreign Securities" in
the Additional Statement for further discussion as to the possible
rewards and risks of investing in foreign securities.
The Fund invests in securities of smaller, less well-known companies
as well as those of large, well-known companies (not generally
included in the definition of "growth-type" companies). Current
income is not a consideration in the selection of portfolio securities,
whether selected for appreciation possibilities or liquidity purposes.
The Fund is intended for investors seeking capital appreciation
over the long term and who are willing to assume greater risks
in the hope of achieving greater gains, and is not meant for investors
seeking assured income and conservation of capital. The Fund's
investment policies are speculative and involve substantial risks,
and no assurance can be given that the Fund's investment objective
will be met.
Page 15
In an uncertain market or economic environment when it would be
appropriate to maintain a defensive position, the Fund may invest
in debt securities, such as rated or unrated bonds and debentures,
cash equivalents and preferred stocks. It is expected that short-term
(i.e., those maturing in one year or less from the date of purchase)
debt securities will be emphasized for defensive or liquidity
purposes, since such securities usually may be disposed of quickly
at prices not involving significant losses. When circumstances
warrant, securities may be sold without regard to the length of
time held, although short-term trading may increase brokerage
costs borne by the Fund.
Risk Factors. The Fund may use the following special investment
methods when their use appears appropriate to the Manager. Since
certain of such investment methods are speculative, they may subject
an investment in the Fund to relatively greater risks and costs
than would be the case with an investment in a fund that does
not use such methods.
Special Situations. The Fund may invest in "special situations"
that the Manager believes may present opportunities for capital
growth. A "special situation" exists when a merger, reorganization,
or other unusual development is expected to occur which, in the
opinion of the Manager, may prompt an increase in the value of
an issuer's securities, regardless of general business conditions
or the movement of the market as a whole. There is a risk that
the price of the security may decline if the anticipated development
fails to occur.
Small, Unseasoned Companies. The Fund may invest in securities
of small, unseasoned companies as well as those of large, well-known
companies. In view of the limited liquidity and volatility of
price movements of the former, the Fund will not permit a substantial
portion of its assets to be invested in securities of companies
(including their predecessors) that have operated less than three
years. See "Investment Objective and Policies-Small, Unseasoned
Companies" in the Additional Statement for a further discussion
of the risks involved in such investments.
Restricted and Illiquid Securities. The Fund will not purchase
or otherwise acquire securities that may be illiquid by virtue
of the absence of a readily available market or because their
disposition would be subject to legal restrictions ("restricted
securities") if, as a result, more than 15% of its net assets
(taken at current value) would be invested in securities that
are illiquid (including repurchase agreements maturing in more
than seven days). This policy does not limit purchases of restricted
securities eligible for resale to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended
(the "Securities Act"), that are determined to be liquid by the
Board, or by the Manager under Board-approved guidelines. Such
guidelines take into account trading activity for such securities
and the availability of reliable pricing information, among other
factors. If there is a lack of trading interest in particular
Rule 144A securities, the Fund's holdings of those securities
may be illiquid. The Fund currently intends to invest no more
than 10% of its net assets in illiquid and restricted securities,
excluding securities eligible for resale pursuant to Rule 144A
under the Securities Act that are determined to be liquid by the
Board or by the Manager under Board-approved guidelines. If due
to changes in relative market values of the Fund's portfolio securities,
more than 15% of the Fund's assets consisted of illiquid securities,
the Manager would consider appropriate steps to protect the Fund's
flexibility. There may be undesirable delays in selling such securities
at prices representing their fair value. See "Investment Objective
and Policies-Restricted and Illiquid Securities" in the Additional
Statement for further details.
Warrants and Rights. The Fund may invest up to 5% of its total
assets in warrants and rights (other than those that have been
acquired in units or are attached to other securities). No more
than 2% of the Fund's total assets may be invested in warrants
that are not listed on either The New York Stock Exchange or The
American Stock Exchange. Warrants are options to purchase equity
securities at specified prices valid for a specific period of
time. Rights are similar to warrants, but normally have a short
duration and are distributed directly by the issuer to its shareholders.
For further details, see "Investment Objective and Policies-Warrants
and Rights" in the Additional Statement.
Repurchase Agreements. The Fund may acquire securities subject
to repurchase agreements to generate income for liquidity purposes
to meet anticipated redemptions, or pending the investment of
proceeds from sales of Fund shares or settlement of purchases
of portfolio investments. The Fund's repurchase
Page 16
agreements will be fully collateralized. However, if the seller
of the securities fails to pay the agreed-upon repurchase price
on the delivery date, the Fund's risks may include the costs of
disposing of the collateral for the agreement and losses that
might result from any delays in foreclosing on the collateral.
The Fund's investments in repurchase agreements maturing in more
than seven days are subject to the limitation described above
on illiquid or restricted securities. There is no limit on the
amount of the Fund's net assets that may be subject to repurchase
agreements maturing in seven days or less. See "Investment Objective
and Policies-Repurchase Agreements" in the Additional Statement
for more details.
Loans of Portfolio Securities. The Fund has entered into a Securities
Lending Agreement and Guaranty (the "Securities Lending Agreement")
with The Bank of New York pursuant to which portfolio securities
of the Fund may be loaned to brokers, dealers and other financial
institutions. The Securities Lending Agreement provides, among
other things, for the division of responsibility and income between
the Fund and The Bank of New York and that loans must be adequately
collateralized and may be made only in conformity with the Fund's
Securities Lending Guidelines. The value of the securities loaned
may not exceed 25% of the value of the Fund's total assets. The
Fund presently does not intend that the value of the securities
loaned in the current fiscal year will exceed 5% of the value
of the Fund's total assets. In connection with securities lending,
the Fund might experience risks of delay in receiving additional
collateral, risks of delay in the return of the loaned securities
or loss of rights in the collateral should the borrower fail financially
(although the Fund is the beneficiary of a guaranty provided by
The Bank of New York, under certain circumstances). See "Investment
Objectives and Policies-Loans of Portfolio Securities" in the
Additional Statement for further information.
Borrowing. From time to time, the Fund may increase its ownership
of securities by borrowing up to 10% of the value of its net assets
from banks on an unsecured basis and investing the borrowed funds
(on which the Fund will pay interest), subject to the 300% asset
coverage requirement of the Investment Company Act of 1940, as
amended (the "Investment Company Act"). Purchasing securities
with borrowed funds is a speculative investment method known as
leverage. There are risks associated with leveraging purchases
of portfolio securities by borrowing, including possible reduction
of income and increased fluctuation of net asset value per share.
The Fund may be subject to relatively greater risks and costs
than a fund that does not use leverage. For further discussion
of such risks and other details, see "Financial Highlights" above
and "Investment Objective and Policies-Borrowing" in the Additional
Statement.
Covered Call Options and Hedging. The Fund may write (i.e., sell)
covered call options to generate income for liquidity or defensive
reasons. For hedging purposes it may purchase certain put and
call options, Stock Index Futures (described below) and options
on Stock Index Futures and broadly-based stock indices and enter
into interest rate swap transactions, all of which are referred
to as "Hedging Instruments." In general, the Fund may use Hedging
Instruments (i) to attempt to protect against declines in the
market value of the Fund's portfolio securities or Stock Index
Futures, and thus protect the Fund's net asset value per share
against downward market trends, or (ii) to establish a position
in the equity securities markets as a temporary substitute for
purchasing particular equity securities. The Fund will not use
Hedging Instruments for speculation. The principal risks associated
with covered calls and hedging are described below and in greater
detail under "Investment Objective and Policies-Covered Calls
and Hedging" in the Additional Statement.
Writing Covered Call Options. The Fund may sell (i.e., write)
call options ("calls") if: (i) after any sale, not more than 25%
of the Fund's total assets are subject to calls; (ii) the calls
are listed on a domestic securities exchange or quoted on the
Automated Quotation System of the National Association of Securities
Dealers, Inc. ("NASDAQ"); and (iii) the calls are "covered," i.e.,
the Fund owns the securities or Futures subject to the call (or
other securities acceptable for applicable escrow arrangements)
while the call is outstanding.
Purchasing Puts and Calls. The Fund may purchase put options ("puts")
which relate to (i) securities held by it; (ii) Stock Index Futures
(whether or not it holds such Stock Index Futures in its portfolio);
or (iii) broadly-based stock indices. The Fund may not write puts
other than those it previously purchased. The Fund may purchase
calls as to securities, broadly-based stock indices or Stock Index
Futures, or to effect a "closing
Page 17
purchase transaction" to terminate its obligation on a call it
has previously written. A call or put may be purchased only if,
after such purchase, the value of all put and call options held
by the Fund would not exceed 5% of the Fund's total assets.
Stock Index Futures. The Fund may buy and sell futures contracts
only if they relate to broadly-based stock indices ("Stock Index
Futures" or "Futures"). A stock index is "broadly-based" if it
includes stocks that are not limited to issuers in any particular
industry or group of industries. Stock Index Futures obligate
the seller to deliver (and the purchaser to take) cash to settle
the futures transaction, or to enter into an offsetting contract.
No physical delivery of the underlying stocks in the index is
made.
Foreign Currency Options. The Fund may purchase and write puts
and calls on foreign currencies that are traded on a securities
or commodities exchange or quoted by major recognized dealers
in such options, for the purpose of protecting against declines
in the dollar value of foreign securities and against increases
in the dollar cost of foreign securities to be acquired. If a
rise is anticipated in the dollar value of a foreign currency
in which securities to be acquired are denominated, the increased
cost of such securities may be partially offset by purchasing
calls or writing puts on that foreign currency. If a decline in
the dollar value of a foreign currency is anticipated, the decline
in value of portfolio securities denominated in that currency
may be partially offset by writing calls or purchasing puts on
that foreign currency. However, in the event of currency rate
fluctuations adverse to the Fund's position, it would lose the
premium it paid and transactions costs.
Forward Contracts. The Fund may enter into foreign currency exchange
contracts ("Forward Contracts"), which obligate the seller to
deliver and the purchaser to take a specific amount of foreign
currency at a specific future date for a fixed price. The Fund
may enter into a Forward Contract in order to "lock in" the U.S.
dollar price of a security denominated in a foreign currency which
it has purchased or sold but which has not yet settled, or to
protect against a possible loss resulting from an adverse change
in the relationship between the U.S. dollar and a foreign currency.
There is a risk that the use of Forward Contracts may reduce the
gain that would otherwise result from a change in the relationship
between the U.S. dollar and a foreign currency. Forward Contracts
include standardized foreign currency futures contracts which
are traded on exchanges and are subject to procedures and regulations
applicable to other Futures. The Fund may also enter into a Forward
Contract to sell a foreign currency denominated in a currency
other than that in which the underlying security is denominated.
This is done in the expectation that there is a greater correlation
between the foreign currency of the Forward Contract and the foreign
currency of the underlying investment than between the U.S. dollar
and the foreign currency of the underlying investment. This technique
is referred to as "cross hedging." The success of cross hedging
is dependent on many factors, including the ability of the Manager
to correctly identify and monitor the correlation between foreign
currencies and the U.S. dollar. To the extent that the correlation
is not identical, the Fund may experience losses or gains on both
the underlying security and the cross currency hedge. The Fund
will not speculate in foreign currency exchange. There is no limitation
as to the percentage of the Fund's assets that may be committed
to foreign currency exchange contracts. The Fund does not enter
into such Forward Contracts or maintain a net exposure in such
contracts to the extent that the Fund would be obligated to deliver
an amount of foreign currency in excess of the value of the Fund's
assets denominated in that currency, or enter into a "cross hedge"
unless it is denominated in a currency or currencies that the
Manager believes will have price movements that tend to correlate
closely with the currency in which the investment being hedged
is denominated. See "Investment Objective and Policies-Additional
Information about Hedging Instruments and Their Use-Tax Aspects
of Covered Calls and Hedging Instruments" in the Additional Statement
for a discussion of the tax treatment of Forward Contracts.
Interest Rate Swap Transactions. The Fund may enter into interest
rate swaps. In an interest rate swap, the Fund and another party
exchange their respective commitments to pay or receive interest
on a security (e.g., an exchange of floating rate payments for
fixed rate payments). The Fund will not use interest rate swaps
for leverage. Swap transactions will be entered into only as to
security positions held by the Fund. The Fund may not enter into
swap transactions with respect to more than 50% of its total assets.
The Fund will
Page 18
segregate liquid assets (e.g., cash, U.S. Government securities
or other appropriate high grade debt obligations) equal to the
net excess, if any, of its obligations over its entitlements under
the swap and will mark to market that amount daily. The interest
rate risk of a swap is that the Fund will incur a net payment
obligation as a result of movements in interest rates. The credit
risk of a swap depends on the counterparty's ability to perform.
The value of the swap may decline if the counterparty's creditworthiness
deteriorates. If the counterparty defaults, the Fund risks the
loss of the net amount of interest payments that it is contractually
entitled to receive. The Fund may be able to reduce or eliminate
its exposure to losses under swap agreements either by assigning
them to another party, or by entering into an offsetting swap
agreement with the same counterparty or another creditworthy counterparty.
See "Investment Objective and Policies-Covered Calls and Hedging"
in the Additional Statement for further details.
Risks of Options and Futures Trading. "Investment Objective and
Policies-Covered Calls and Hedging" in the Additional Statement
contains more information about options and Futures, Forward Contracts,
options on Futures contracts and foreign currencies, interest
swap transactions, asset segregation requirements for Forward
Contracts, the payment of premiums for options trades, and on
the tax effects, risks and possible benefits to the Fund from
options trading, and information as to the Fund's other limitations
(which are not fundamental policies) on investment in Futures
and options thereon. There are certain risks in writing calls.
If a call written by the Fund is exercised, the Fund forgoes any
profit from any increase in the market price above the call price
of the underlying investment on which the call was written. The
principal risks of Futures trading are: (a) possible imperfect
correlation between the prices of the Futures and the market value
of the debt securities in the Fund's portfolio; (b) possible lack
of a liquid secondary market for closing out a Futures position;
(c) the need for additional skills and techniques beyond those
required for normal portfolio management; and (d) losses on Futures
resulting from interest rate movements not anticipated by the
Manager.
Short Sales Against-the-Box. The Fund may not sell securities
short except in transactions referred to as "short sales against-the-box."
No more than 15% of the Fund's net assets will be held as collateral
for such short sales at any one time. See "Investment Objective
and Policies-Short Sales Against-the-Box" in the Additional Statement
for further details.
Investment Restrictions. The Fund has certain investment restrictions
that, together with its investment objective, are fundamental
policies changeable only by a vote of a "majority" (as defined
in the Investment Company Act) of the Fund's outstanding voting
securities. Under some of those restrictions, the Fund cannot:
(1) buy securities issued or guaranteed by any one issuer (except
the U.S. Government or any of its agencies or instrumentalities)
if with respect to 75% of its total assets, more than 5% of the
Fund's total assets would be invested in securities of that issuer,
or the Fund would then own more than 10% of that issuer's voting
securities; (2) concentrate investments in any particular industry;
therefore the Fund will not purchase the securities of companies
in any one industry if, thereafter, more than 25% of the value
of the Fund's assets would consist of securities of companies
in that industry; or (3) deviate from the percentage requirement
listed under "Borrowing," "Warrants and Rights" and "Short Sales
Against-the-Box." The percentage restrictions described above
and in the Additional Statement apply only at the time of investment
and require no action by the Fund as a result of subsequent changes
in value of the investment or size of the Fund. A supplementary
list of investment restrictions is contained in "Investment Restrictions"
in the Additional Statement.
Who is the Management of Oppenheimer Global Fund?
The Board has overall responsibility for the management of the
Fund under the laws of Massachusetts governing the responsibilities
of trustees of business trusts. Subject to the authority of the
Board, the Manager is responsible for the day-to-day management
of the Fund's business, supervises the investment operations of
the Fund and the composition of its portfolio and furnishes the
Fund advice and recommendations with respect to investments, investment
policies and the purchase and sale of securities pursuant to an
investment advisory agreement (the "Agreement") with the Fund.
Page 19
Subject to the Agreement, the Manager may consider sales of shares
of the Fund and other investment companies managed by the Manager
or its affiliates as a factor in the selection of broker-dealers
for the Fund's portfolio transactions. Under a new investment
advisory agreement, which was approved by the Fund's shareholders
at a meeting called for June 20, 1994, the Fund pays a monthly
management fee to the Manager at the following annual rates, computed
on the net assets of the Fund as of the close of business each
day, which are higher than those paid by most other investment
companies: 0.80% of the first $250 million of aggregate net assets;
0.77% of the next $250 million; 0.75% of the next $500 million;
0.69% of the next $1 billion; and 0.67% thereafter. The management
fee rates in effect during the Fund's fiscal year ending September
30, 1993 are in Note 4 to the financial statements included in
the Additional Statement. "Investment Management Services" in
the Additional Statement contains more information about the Agreement,
including a more complete description of expense reimbursement
arrangements, exculpation provisions and brokerage practices of
the Fund.
William B. Wilby, a Senior Vice President of the Manager, serves
as the Portfolio Manager and a Vice President of the Fund and
has been primarily responsible for the day-to-day management of
the Fund's portfolio since December 1992. During the past five
years, Mr. Wilby has also served as an officer and portfolio manager
for other Oppenheimer funds, prior to which he was international
investment strategist at Brown Brothers, Harriman & Co. and a
Managing Director and Portfolio Manager at AIG Global Investors.
For more information about the Fund's other officers and Trustees,
see "Trustees and Officers" in the Additional Statement.
The Manager has operated as an investment adviser since April
30, 1959. The Manager and its affiliates currently advise U.S.
investment companies with assets aggregating over $25 billion
as of September 30, 1993, and having more than 1.8 million shareholder
accounts. The Manager is owned by Oppenheimer Acquisition Corp.,
a holding company owned in part by senior management of the Manager
and ultimately controlled by Massachusetts Mutual Life Insurance
Company, a mutual life insurance company which also advises pension
plans and investment companies.
Determination of Net Asset Value. The net asset value per share
of each class is determined as of 4:00 p.m. (all references to
time in this Prospectus mean New York time) each day the New York
Stock Exchange is open (a "regular business day") by dividing
the value of the Fund's net assets attributable to that class
by the number of shares of the class outstanding. The Board has
established procedures for valuing the Fund's securities. In general,
those valuations are based on market value, with special provisions
for: (i) securities not having readily-available market quotations;
(ii) short-term debt securities; and (iii) covered calls and Hedging
Instruments. Further details are in "Purchase, Redemption and
Pricing of Shares" in the Additional Statement. The net asset
values per share of Class A and Class B shares are expected to
be substantially the same; however, from time to time the net
asset value of each class may differ, due to differences in expenses
borne by each class, as described under "Purchase, Redemption
and Pricing of Shares-Dual Class Methodology" in the Additional
Statement.
Class A Service Plan. The Fund has adopted a service plan (the
"Class A Plan") pursuant to Rule 12b-1 of the Investment Company
Act under which the Fund will reimburse the Distributor quarterly
for a portion of its costs incurred in connection with the personal
service and maintenance of accounts that hold Class A shares.
The distributor of the Fund's shares, Oppenheimer Funds Distributor,
Inc. (the "Distributor") will use such fees received from the
Fund in their entirety: (i) to compensate brokers, dealers, banks
and other institutions ("Recipients") each quarter for providing
personal service and maintenance of accounts that hold Class A
shares, and (ii) to reimburse itself (to the extent authorized
by the Board) for its other expenditures under the Class A Plan
and its direct costs for personal service and maintenance of accounts.
For the fiscal year ended September 30, 1993 the Board has not
presently authorized any reimbursement to the Distributor under
(ii) above. The services to be provided under the Class A Plan
include, but are not limited to, the following: answering routine
inquiries from the Recipient's customers concerning the Fund,
providing such customers with information on their investment
in Class A shares, assisting in the establishment and maintenance
of accounts or sub-accounts in the Fund, making the Fund's investment
plans
Page 20
and dividend payment options available, and providing such other
information and customer liaison services and the maintenance
of accounts as the Distributor or the Fund may reasonably request.
The Distributor will be reimbursed only for quarterly payments
made to each Recipient at a rate not to exceed 0.0625% (0.25%
annually) of the average during the calendar quarter of the aggregate
net asset value of Class A shares of the Fund, computed as of
the close of each business day, held in accounts of the Recipient
or its customers; that rate may be reduced for such assets which
are attributable to sales prior to April 1, 1991.
The Class A Plan has the effect of increasing annual expenses
of Class A shares of the Fund by up to 0.25% of the class's average
annual net assets from what its expenses would otherwise be. In
addition, the Manager and the Distributor may, under the Class
A Plan, from time to time from their own resources (which, as
to the Manager, may include profits derived from the advisory
fee it receives from the Fund) make similar payments to Recipients
for distribution and administrative services they perform. For
further details, see "Distribution and Service Plans" in the Additional
Statement.
THE RULE 12B-1 FEES IMPOSED ON SHARES HELD IN THE TRUST ARE REBATED
TO THE TRUST AND ARE USED TO REDUCE EXPENSES OF THE TRUST RESULTING
IN INCREASED DISTRIBUTIONS TO UNIT HOLDERS. UNIT HOLDERS WHO ACQUIRE
SHARES OF SPECIAL SITUATIONS THROUGH REINVESTMENT OF DIVIDENDS
OR OTHER DISTRIBUTIONS OR THROUGH REINVESTMENT AT THE TRUST'S
TERMINATION WILL BEGIN TO INCUR RULE 12B-1 FEES AT SUCH TIME AS
SHARES ARE ACQUIRED.
Dividends, Distributions and Taxes. This discussion relates solely
to Federal tax laws and is not exhaustive; a qualified tax adviser
should be consulted. The Fund's dividends and distributions may
also be subject to state and local taxation. See "Tax Aspects
of Covered Calls and Hedging Instruments" and "Tax Status of the
Fund's Dividends and Distributions" in the Additional Statement
for more information on the tax aspects of the Fund's investments
in Hedging Instruments and other tax matters.
Dividends and Distributions. The Fund intends to declare dividends
for Class A shares from net investment income, if any, on an annual
basis in December each year, on a date set by the Board. As current
income is not an objective of the Fund, the amount of dividends,
if any, will likely be small. In addition, distributions may be
made annually in December out of any net short-term or long-term
capital gains derived from the sale of securities, premiums from
expired calls written by the Fund, and net profits from hedging
transactions realized in the twelve months ending on October 31
of that year. The Fund may make a supplemental distribution of
capital gains and ordinary income following the end of its fiscal
year. A shareholder purchasing Fund shares immediately prior to
the declaration of a dividend or capital gain distribution will
receive a distribution subject to income tax, and the distribution
will have the effect of reducing the Fund's net asset value per
share by the amount of the distribution. Any long-term capital
gains distributions and any non-taxable return of capital will
be identified separately when tax information is distributed by
the Fund. There is no fixed dividend rate and there can be no
assurance as to the payment of any dividends or the realization
of any gains.
All dividends and capital gains distributions to Fund shareholders
are automatically reinvested in shares of the same class at net
asset value, as of a date selected by the Board, unless the shareholder
notifies the Transfer Agent in writing to pay dividends or capital
gains distributions in cash, or to reinvest them in another Eligible
Fund, as described in "Performance, Dividend and Tax Information"
in the Additional Statement. That request must be received prior
to the record date for a dividend to be effective as to that dividend.
Dividends and distributions to Fund shareholders may be automatically
transferred to a designated account at a financial institution.
See the Fund's prospectus for more details.
The amount of a class's distributions may vary from time to time
depending upon market conditions, the composition of the Fund's
portfolio, expenses borne by the Fund, or borne separately by
that class as described in "Purchase, Redemption and Pricing of
Shares-Dual Class Methodology" in the Additional Statement. Dividends
are calculated in the same manner, at the same time, and on the
same day for shares of each class. However, dividends on Class
B shares are expected to be lower than on Class A shares on a
pro rata basis as a result of the asset-based sales charge on
Class B shares, and such dividends also will differ
Page 21
in amount as a consequence of any difference in the net asset
value between Class A and Class B shares.
Tax Status of the Fund's Dividends and Distributions. Dividends
paid by the Fund derived from net investment income or net short-term
capital gains are taxable to shareholders as ordinary income,
whether received in cash or reinvested. Long-term capital gains
distributions, if any, are taxable as long-term capital gains,
whether received in cash or reinvested and regardless of how long
Fund shares have been held. For information as to "backup" withholding
on dividends, see "How to Redeem Shares-General Information on
Redemptions" in the Fund's Prospectus.
The Fund currently intends to invest more than 50% of its total
assets in securities of foreign issuers, and when its assets are
so invested at the end of any fiscal year in which it qualifies
as a "regulated investment company" under the Internal Revenue
Code, it may elect the application of Section 853 of the Internal
Revenue Code to permit shareholders to take a credit (or a deduction)
for foreign income taxes paid by the Fund. The Fund elected the
application of Section 853 in its fiscal year ended September
30, 1993. Such foreign tax credit or deduction is subject to certain
limitations under the Internal Revenue Code. See "Tax Status of
the Fund's Dividends and Distributions" in the Additional Statement
for further discussion of this provision.
Tax Status of the Fund. If the Fund qualifies as a "regulated
investment company" under the Internal Revenue Code, it will not
be liable for Federal income taxes on amounts paid by it as dividends
and distributions. The Fund so qualified during its last fiscal
year, and intends to qualify in current and future years, but
reserves the right not to do so. The Internal Revenue Code contains
a number of complex tests relating to qualification which the
Fund might not meet in any particular year. For example, if the
Fund derives 30% or more of its gross income from the sale of
securities held for less than three months, it may fail to qualify
(see "Tax Aspects of Covered Calls and Hedging Instruments" in
the Additional Statement). If it did not qualify, the Fund would
be treated for tax purposes as an ordinary corporation and receive
no tax deduction for dividends and distributions paid to shareholders.
Fund Performance Information
Total Return Information. From time to time, the "average annual
total return," "total return" and "total return at net asset value"
of an investment in each class of shares of the Fund may be advertised.
The "average annual total return" of each class for a particular
period is computed by determining the average annual compounded
rate of return over the period, using the initial amount invested
at the beginning of the period and the redeemable value of the
investment at the end of the period. The "total return" of each
class for a period is a cumulative rate of return of a hypothetical
investment over the entire period, also using the initial amount
invested and the redeemable value at the end of the period. The
initial amount invested assumes the payment of the Fund's current
maximum initial sales charge applicable to Class A shares sold
to investors other than the Trust. The Fund may also quote a "total
return at net asset value" of each class which is total return
calculated without considering either initial sales charge. The
redeemable value of the investment assumes that all dividends
and capital gains distributions have been reinvested at net asset
value without sales charge. The "average annual total return,"
"total return" and "total return at net asset value" indicate
the investment results an investor would have experienced over
the stated period from changes in share price and reinvestment
of dividends and distributions. All such performance information
is based on historical earnings and is not intended to indicate
future performance. "Performance, Dividend and Tax Information"
in the Additional Statement contains more information about calculating
the Fund's returns and other performance information.
Management's Discussion of Performance. During the Fund's fiscal
year ended September 30, 1993, the Fund's foreign investments
reflected a shift by the Manager toward emerging growth markets
in Asia and Latin America, and a reduction in European investments.
During this time, the Manager diversified the Fund's U.S. investments
among a broad range of industries perceived to have growth opportunities.
During the past fiscal year, the performance of the securities
markets was impacted by a number of economic
Page 22
factors, which as to the European markets included slow growth
rates and currency turmoil and as to the U.S. markets included
a low interest rate environment.
Please refer to the APPENDIX following the last page of this document
for details on the chart included at this point.
The performance graph set forth above compares the Fund's total
return over a ten-year period with respect to Class A shares against
the performance of the Morgan Stanley World Index, an unmanaged
index of issuers listed on the stock exchanges of 20 foreign countries
and the United States and widely recognized as a measure of global
stock market performance. The Morgan Stanley World Index includes
a factor for the reinvestment of dividends but does not reflect
expenses or taxes. The Fund's return on Class A shares reflects
the deduction of the current maximum sales charge of 5.75%, and
includes reinvestment of all dividends and capital gains distributions,
but does not consider taxes.
Additional Information
Description of the Fund and its Shares. The Board is empowered
to issue full and fractional shares of one or more series and
classes of series. Shares of one series having two classes (Class
A and Class B) have been authorized, which constitute the shares
of beneficial interest described herein. As explained in this
Prospectus, each class has different dividends, distributions
and expenses, and may have different net asset values.
Each shareholder is entitled to one vote per share held (and a
fractional vote for a fractional share) on matters submitted to
his or her vote. Only shareholders of a particular class vote
on matters affecting only that class. On all other matters submitted
to a vote of the shareholders, the holders of separate classes
vote together
Page 23
as a single class. Shares do not have preemptive or subscription
or cumulative voting rights. The Trustees may divide or combine
the shares of a class into a greater or lesser number of shares
without thereby changing the proportionate beneficial interest
in the Fund. The Fund does not anticipate holding annual meetings.
Under certain circumstances, shareholders of the Fund have the
right to remove a Trustee. Although the Fund's Declaration of
Trust states that when issued, shares are fully-paid and non-assessable,
shareholders may be held personally liable as "partners" for the
Fund's obligations; however, the risk of a shareholder incurring
any financial loss is limited to the relatively remote circumstances
in which the Fund is unable to meet its obligations. See "Additional
Information" in the Additional Statement for details.
The Custodian and the Transfer Agent. The Custodian of the assets
of the Fund is The Bank of New York. The Manager and its affiliates
presently have banking relationships with the Custodian. See "Additional
Information" in the Additional Statement for further information.
The Fund's cash balances in excess of $100,000 held by the Custodian
are not protected by Federal deposit insurance. Such uninsured
balances at times may be substantial.
The Transfer Agent, a division of the Manager, acts as transfer
agent and shareholder servicing agent on an at-cost basis for
the Fund and certain of the other open-end funds advised by the
Manager, and as transfer agent for unit investment trusts for
the accumulation of shares of one of such funds. Shareholders
should direct any inquiries concerning the Fund to the Fund's
Transfer Agent at the address or toll-free phone number listed
on page 10 of this Prospectus.
What are Some Additional Considerations for Investors?
Investors should be aware of certain other considerations before
making a decision to invest in the Trust described herein.
The Sponsor has obtained an exemptive order of the Securities
and Exchange Commission ("SEC") to enable it to deposit Oppenheimer
Global Fund shares purchased for deposit in the Trust. Under the
terms of the exemptive order, the Sponsor has agreed to take certain
steps to ensure that investment in the Fund shares is equitable
to all parties and particularly that the interests of the Unit
holders are protected. The Fund has agreed to waive any sales
charge on shares sold to the Trust. Furthermore, First Trust Advisors
L.P. has agreed to waive its usual fee for acting as Evaluator
of the Trust's portfolio with respect to that portion of the portfolio
comprised of Fund shares, since information with respect to the
price of the Fund's shares is readily available to it. In addition,
the Indenture requires the Trustee to vote all shares of the Fund
held in the Trust in the same manner and ratio on all proposals
as the vote of owners of Fund shares not held by the Trust.
The value of the Fund's shares, like the value of the Treasury
Obligations, will fluctuate over the life of the Trust and may
be more or less than the price at which they were deposited in
the Trust. The Fund's shares may appreciate or depreciate in value
(or pay dividends or other distributions) depending on the full
range of economic and market influences affecting the securities
in which it is invested and the success of the Fund's Adviser
in anticipating or taking advantage of such opportunities as they
may occur. However, the Sponsor believes that, upon termination
of the Trust, even if the Fund shares deposited in the Trust are
worthless, an event which the Sponsor considers highly unlikely,
the Treasury Obligations will provide sufficient principal to
at least equal $10.00 per Unit (which is equal to the per Unit
value upon maturity of the Treasury Obligations) for those individuals
purchasing on the Initial Date of Deposit (or any other Date when
the value of the Units is $10.00 or less). This feature of the
Trust provides Unit holders with principal protection, although
they might forego any earnings on the amount invested. To the
extent that Units are purchased at a price less than $10.00 per
Unit, this feature may also provide a potential for capital appreciation.
Unless a Unit holder purchases Units of the Trust on the Initial
Date of Deposit (or another date when the value of the Units is
$10.00 or less), total distributions, including distributions
made upon termination of the Trust, may be less than the amount
paid for a Unit.
The Sponsor, Adviser, Underwriter, Fund and the Trustee shall
not be liable in any way for any default, failure or defect in
any Security. In the event of a notice that any Treasury Obligation
will not be delivered ("Failed Treasury Obligations") to the Trust,
the Sponsor is authorized under the Indenture to direct the Trustee
Page 24
to acquire other Treasury Obligations ("Replacement Treasury Obligations").
Any Replacement Treasury Obligation deposited in the Trust will
have the same maturity value and, as closely as can be reasonably
acquired by the Sponsor, the same maturity date. The Replacement
Treasury Obligations must be purchased within 30 days after the
deposit of the Failed Treasury Obligations and the purchase price
may not exceed the amount of funds reserved for the purchase of
the Failed Treasury Obligations.
If the right of limited substitution described in the preceding
paragraphs is not utilized to acquire Replacement Treasury Obligations
in the event of a failed contract, the Sponsor will refund the
sales charge attributable to such Failed Treasury Obligations
to all Unit holders of the Trust and the Trustee will distribute
the principal cash attributable to such Failed Treasury Obligations
not more than 120 days after the date on which the Trustee received
a notice from the Sponsor that a Replacement Treasury Obligation
would not be deposited in the Trust. In addition, Unit holders
should be aware that, at the time of receipt of such principal,
they may not be able to reinvest such proceeds in other securities
at a yield equal to or in excess of the yield which such proceeds
would have earned for Unit holders of the Trust.
The Indenture also authorizes the Sponsor to increase the size
of the Trust and the number of Units thereof by the deposit of
additional Securities in the Trust and the issuance of a corresponding
number of additional Units.
The Trust consists of the Securities listed under "Schedule of
Investments" (or contracts to purchase such Securities) 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 the provisions
of the Indenture (including provisions with respect to deposits
into the Trust of Securities in connection with the issuance of
additional Units).
Once all of the Securities in the Trust are acquired, the Trustee
will have no power to vary the investments of the Trust, i.e.,
the Trustee will have no managerial power to take advantage of
market variations to improve a Unit holder's investment but may
dispose of Securities only under limited circumstances. See "How
May Securities be Removed from the Trust?" Of course, the portfolio
of the Fund will be changing as the Adviser attempts to achieve
the Fund's objective.
To the best of the Sponsor's knowledge, there is no litigation
pending as of the Initial Date of Deposit in respect of any Security
which might reasonably be expected to have a material adverse
effect on the Trust. At any time after the Initial Date of Deposit,
litigation may be instituted on a variety of grounds with respect
to the Securities. The Sponsor is unable to predict whether any
such litigation will be instituted, or if instituted, whether
such litigation might have a material adverse effect on the Trust.
PUBLIC OFFERING
How is the Public Offering Price Determined?
Units are offered at the Public Offering Price. During the initial
offering period, the Public Offering Price is based on the aggregate
of the offering side evaluation of the Treasury Obligations in
the Trust and the net asset value of the Fund shares in the Trust,
plus or minus cash, if any, in the Capital and Income Accounts
held or owned by the Trust, plus a sales charge of 5.5% (equivalent
to 5.82% of the net amount invested) divided by the amount of
Units of the Trust outstanding.
During the initial offering period, the Sponsor's Repurchase Price
is based on the aggregate of the offering side evaluation of the
Treasury Obligations and the net asset value of the Fund shares
in the Trust divided by the amount of Units of the Trust outstanding.
For secondary market sales after the completion of the initial
offering period, the Public Offering Price is based on the aggregate
bid side evaluation of the Treasury Obligations and the net asset
value of the Fund shares in the Trust, plus or minus cash, if
any, in the Capital and Income Accounts held or owned by the Trust,
plus a maximum sales charge of 5.5% of the Public Offering Price
(equivalent to 5.82% of the net amount invested) divided by the
number of outstanding Units of the Trust.
The minimum purchase in the Trust is $1,000. The applicable sales
charge is reduced by a discount as indicated below for volume
purchases:
Page 25
<TABLE>
<CAPTION>
Sales Charge
Primary and Secondary
_______________________________
Percent of Percent of
Offering Net Amount
Number of Units Price Invested
_______________ _________ __________
<S> <C> <C>
10,000 but less than 50,000 0.60% 0.6036%
50,000 but less than 100,000 1.30% 1.3171%
100,000 or more 2.10% 2.1450%
</TABLE>
Any such reduced sales charge shall be the responsibility of the
selling Underwriter or dealer. The 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. Additionally,
Units purchased in the name of the spouse of a purchaser or in
the name of a child of such purchaser under 21 years of age will
be deemed, for the purposes of calculating the applicable sales
charge, to be additional purchases by the purchaser. The reduced
sales charges will also be applicable to a trustee or other fiduciary
purchasing securities for a single trust estate or single fiduciary
account. The purchaser must inform the Underwriter or dealer of
any such combined purchase prior to the sale in order to obtain
the indicated discount. With respect to the employees, officers
and directors (including their immediate families and trustees,
custodians or a fiduciary for the benefit of such person) of the
Sponsor, Underwriters, dealers and their subsidiaries, the sales
charge is reduced by 2.0% of the Public Offering Price for purchases
of Units during the initial and secondary offering periods.
Had the Units of the Trust been available for sale on the business
day immediately prior to the Initial Date of Deposit, the Public
Offering Price would have been as indicated in "Summary of Essential
Information." The Public Offering Price of Units on the date of
this prospectus or during the initial offering period may vary
from the amount stated under "Summary of Essential Information"
in accordance with fluctuations in the prices of the underlying
Securities. During the initial offering period, the aggregate
value of the Units of the Trust shall be determined (a) on the
basis of the offering prices of the Treasury Obligations and the
net asset value of the Fund shares therein plus or minus a pro
rata share of cash, if any, in the Capital and Income Accounts
of the Trust, (b) if offering prices are not available for the
Treasury Obligations, on the basis of offering prices for comparable
securities, (c) by determining the value of the Treasury Obligations
on the offer side of the market by appraisal, or (d) by any combination
of the above.
After the completion of the initial offering period, the secondary
market Public Offering Price will be equal to the bid price per
Unit of the Treasury Obligations and the net asset value of the
Fund shares therein plus or minus a pro rata share of cash, if
any, in the Capital and Income Accounts of the Trust plus the
applicable sales charge.
The offering price of the Treasury Obligations in the Trust may
be expected to be greater than the bid price of the Treasury Obligations
by less than 2%.
Although payment is normally made five business days following
the order for purchase, payment may be made prior thereto. Cash,
if any, made available to the Sponsor prior to the date of settlement
for the purchase of Units may be used in the Sponsor's business
and may be deemed to be a benefit to the Sponsor, subject to the
limitations of the Securities Exchange Act of 1934. Delivery of
Units so ordered will be made five business days following such
order or shortly thereafter. See "Rights of Unit Holders-How May
Units be Redeemed?" for information regarding the ability to redeem
Units ordered for purchase.
How are Units Distributed?
During the initial offering period (i) for Units issued on the
Initial Date of Deposit and (ii) for additional Units issued after
such date, as additional Securities are deposited by the Sponsor,
Units will be distributed to the public at the then current Public
Offering Price. The initial offering period may be up to approximately
360 days. During such period, the Sponsor intends to deposit additional
Securities in the Trust and create additional Units. Units reacquired
by the Sponsor or the Underwriters during the initial offering
period (at prices
Page 26
based upon the aggregate offering price of the Treasury Obligations
and the aggregate net asset value of the Fund shares plus or minus
a pro rata share of cash, if any, in the Capital and Income Accounts
of the Trust) may be resold at the then current Public Offering
Price. Upon the termination of the initial offering period, unsold
Units created or reacquired during the initial offering period
will be sold or resold at the then current Public Offering Price.
Upon completion of the initial offering, Units repurchased in
the secondary market (see "Will There be a Secondary Market?")
may be offered by this prospectus at the secondary market public
offering price determined in the manner described above.
It is the intention of the Sponsor to qualify Units of the Trust
for sale in a number of states. Sales in the primary market will
be made to dealers and others at prices which represent a concession
or agency commission of 3.6% of the Public Offering Price. For
secondary market transactions, a dealer will receive from the
Sponsor a dealer concession of 65% of the total sales charge for
Units sold by such dealers. Volume concessions or agency commissions
of an additional 0.40% of the Public Offering Price will be given
to any broker/dealer or bank, who purchase from the Sponsor at
least $100,000 on the Initial Date of Deposit or $250,000 on any
day thereafter. The Sponsor reserves the right to change the amount
of the concession or agency commission from time to time. Certain
commercial banks are making Units of the Trust available to their
customers on an agency basis. A portion of the sales charge paid
by these customers is retained by or remitted to the banks in
the amounts indicated above. Under the Glass-Steagall Act, banks
are prohibited from underwriting Trust Units; however, the Glass-Steagall
Act does permit certain agency transactions and the banking regulators
have not indicated that these particular agency transactions are
not permitted under such Act. In Texas and in certain other states,
any banks making Units available must be registered as broker/dealers
under state law.
Underwriters, dealers and others who, in a single month, purchase
from the Sponsor Units of any Series of The First Trust GNMA,
The First Trust of Insured Municipal Bonds, The First Trust Combined
Series, The First Trust Special Situations Trust, Templeton Growth
and Treasury Trust, Templeton Foreign Fund & U.S. Treasury Securities
Trust, The Advantage Growth and Treasury Securities Trust or any
other unit investment trust of which Nike Securities L.P. is the
Sponsor (the "UIT Units"), which sale of UIT Units are in the
following aggregate dollar amounts, will receive additional concessions
from the Sponsor as indicated in the following table:
<TABLE>
<CAPTION>
Aggregate Monthly Amount Additional Concession
of UIT Units Sold (per $1,000 sold)
________________________ _____________________
<S> <C>
$ 1,000,000 - $2,499,999 $0.50
$ 2,500,000 - $4,999,999 $1.00
$ 5,000,000 - $7,499,999 $1.50
$ 7,500,000 - $9,999,999 $2.00
$10,000,000 or more $2.50
</TABLE>
Aggregate Monthly Dollar Amount of UIT Units Sold is based on
settled trades for a month (including sales of UIT Units to the
Sponsor in the secondary market which are resold), net of redemptions.
From time to time the Sponsor may implement programs under which
dealers of the Trust may receive nominal awards from the Sponsor
for each of their registered representatives who have sold a minimum
number of UIT Units during a specified time period. In addition,
at various times the Sponsor may implement other programs under
which the sales force of a dealer may be eligible to win other
nominal awards for certain sales efforts, or under which the Sponsor
will reallow to any such dealer that sponsors sales contests or
recognition programs conforming to criteria established by the
Sponsor, or participates in sales programs sponsored by the Sponsor,
an amount not exceeding the total applicable sales charges on
the sales generated by such person at the public offering price
during such programs. Also, the Sponsor in its discretion may
from time to time pursuant to objective criteria established by
the Sponsor pay fees to qualifying dealers for certain services
or activities which are primarily intended to result in sales
of Units of the Trust. Such payments are made by the Sponsor out
of its own assets, and not out of the assets of the Trust.
Page 27
These programs will not change the price Unit holders pay for
their Units or the amount that the Trust will receive from the
Units sold.
The Sponsor may from time to time in its advertising and sales
materials compare the then current estimated returns on the Trust
and returns over specified periods on other similar Trusts sponsored
by Nike Securities L.P. with returns on other taxable investments
such as corporate or U.S. Government bonds, bank CDs and money
market accounts or money market funds, each of which has investment
characteristics that may differ from those of the Trust. U.S.
Government bonds, for example, are backed by the full faith and
credit of the U.S. Government and bank CDs and money market accounts
are insured by an agency of the federal government. Money market
accounts and money market funds provide stability of principal,
but pay interest at rates that vary with the condition of the
short-term debt market. The investment characteristics of the
Trust are described more fully elsewhere in this Prospectus.
Trust performance may be compared to performance on a total return
basis with the Dow Jones Industrial Average, the S&P 500 Composite
Price Stock Index, the Morgan Stanley World Index or other global
indices, or performance data from Lipper Analytical Services,
Inc. and Morningstar Publications, Inc. or from publications such
as Money Magazine, The New York Times, U.S. News and World Report,
Business Week, Forbes Magazine or Fortune Magazine. As with other
performance data, performance comparisons should not be considered
representative of the Trust's relative performance for any future
period.
What are the Sponsor's Profits?
The Sponsor of the Trust will receive a gross sales commission
equal to 5.5% of the Public Offering Price of the Units (equivalent
to 5.82% of the net amount invested), less any reduced sales charge
for quantity purchases as described under "Public Offering-How
is the Public Offering Price Determined?" See "Public Offering-How
are Units Distributed?" for information regarding the receipt
of the excess gross sales commissions by the Sponsor from the
Underwriters and additional concessions available to the dealers
and others. In addition, the Sponsor may be considered to have
realized a profit or sustained a loss, as the case may be, in
the amount of any difference between the cost of the Treasury
Obligations to the Trust (which is based on the Evaluator's determination
of the aggregate offering price of the underlying Treasury Obligations
of such Trust on the Initial Date of Deposit) and the cost of
such Treasury Obligations to the Sponsor. See Note (2) of "Schedule
of Investments." During the initial offering period, the Underwriters
may also realize profits or sustain losses as a result of fluctuations
after the Date of Deposit in the Public Offering Price received
by the dealers and others upon the sale of Units.
The Sponsor will deposit all shares of the Fund at net asset value,
i.e., without a sales charge, and so will not receive any profit
from the deposit of Fund shares.
In maintaining a market for the Units, the Sponsor or Underwriters
will also realize profits or sustain losses in the amount of any
difference between the price at which Units are purchased and
the price at which Units are resold (which price includes a sales
charge of 5.5%) or redeemed. The secondary market public offering
price of Units may be greater or less than the cost of such Units
to the Sponsor or Underwriters.
Will There be a Secondary Market?
After the initial offering period, although not obligated to do
so, the Sponsor intends to, and the Underwriters may, maintain
a market for the Units and continuously to offer to purchase Units
at prices, subject to change at any time, based upon the aggregate
bid price of the Treasury Obligations in the portfolio of the
Trust and the net asset value of the Fund shares in the Trust
plus or minus cash, if any, in the Capital and Income Accounts
of the Trust. All expenses incurred in maintaining a secondary
market, other than the fees of the Evaluator, the supervisory
and audit expenses and the costs of the Trustee in transferring
and recording the ownership of Units, will be borne by the Sponsor.
If the supply of Units exceeds demand, or for some other business
reason, the Sponsor may discontinue purchases of Units at such
prices. IF A UNIT HOLDER WISHES TO DISPOSE OF HIS OR HER UNITS,
HE OR SHE SHOULD INQUIRE OF THE SPONSOR AS TO CURRENT MARKET PRICES
PRIOR TO MAKING A TENDER FOR REDEMPTION TO THE TRUSTEE.
Page 28
RIGHTS OF UNIT HOLDERS
How is Evidence of Ownership Issued and Transferred?
The Trustee is authorized to treat as the record owner of Units
that person who is registered as such owner on the books of the
Trustee. Ownership of Units may be evidenced by registered certificates
executed by the Trustee and the Sponsor. Delivery of certificates
representing Units ordered for purchase is normally made five
business days following such order or shortly thereafter. Certificates
are transferable by presentation and surrender to the Trustee
properly endorsed or accompanied by a written instrument or instruments
of transfer. Certificates to be redeemed must be properly endorsed
or accompanied by a written instrument or instruments of transfer.
A Unit holder must sign exactly as his name appears on the face
of the certificate with signature guaranteed by a participant
in the Securities Transfer Agents Medallion Program ("STAMP")
or such other signature guaranty program in addition to, or in
substitution for, STAMP, as may be accepted by the Trustee. In
certain instances the Trustee may require additional documents
such as, but not limited to, trust instruments, certificates of
death, appointments as executor or administrator or certificates
of corporate authority. Record ownership may occur before settlement.
Certificates will be issued in fully registered form, transferable
only on the books of the Trustee in denominations of one Unit
or any multiple thereof, numbered serially for purposes of identification.
Unit holders may elect to hold their Units in uncertificated form.
The Trustee will maintain an account for each such Unit holder
and will credit each such account with the number of Units purchased
by that Unit holder. Within two business days of the issuance
or transfer of Units held in uncertificated form, the Trustee
will send to the registered owner of Units a written initial transaction
statement containing a description of the Trust; the number of
Units issued or transferred; the name, address and taxpayer identification
number, if any, of the new registered owner; a notation of any
liens and restrictions of the issuer and any adverse claims to
which such Units are or may be subject or a statement that there
are no such liens, restrictions or adverse claims; and the date
the transfer was registered. Uncertificated Units are transferable
through the same procedures applicable to Units evidenced by certificates
(described above), except that no certificate need be presented
to the Trustee and no certificate will be issued upon the transfer
unless requested by the Unit holder. A Unit holder may at any
time request the Trustee to issue certificates for Units.
Although no such charge is now made or contemplated, a Unit holder
may be required to pay $2.00 to the Trustee per certificate reissued
or transferred and to pay any governmental charge that may be
imposed in connection with each such transfer or exchange. For
new certificates issued to replace destroyed, stolen or lost certificates,
the Unit holder may be required to furnish indemnity satisfactory
to the Trustee and pay such expenses as the Trustee may incur.
Mutilated certificates must be surrendered to the Trustee for
replacement.
How are Income and Capital Distributed?
The Trustee will distribute any net income (other than accreted
interest) received with respect to any of the Securities in the
Trust on or about the Distribution Dates to Unit holders of record
on the preceding Record Date. See "Summary of Essential Information."
Proceeds received from rebated Rule 12b-1 fees or on the sale
of any Securities in the Trust, to the extent not used to meet
redemptions of Units or pay expenses, will be distributed at least
annually on each Distribution Date to Unit holders of record on
the preceding Record Date. Income with respect to the original
issue discount on the Treasury Obligations in the Trust, will
not be distributed currently, although Unit holders will be subject
to Federal income tax as if a distribution had occurred. See "What
is the Federal Tax Status of Unit Holders?"
The Record Date and Distribution Date were established so as to
occur shortly after the record date and the payment dates of the
Fund. The Fund normally pays dividends on its net investment income
annually. Net realized capital gains, if any, will be distributed
at least annually.
Within a reasonable time after the Trust is terminated, each Unit
holder will, upon surrender of his or her Units for redemption,
receive: (i) the number of shares of the Fund attributable to
his or her Units, which will be distributed "in-kind" directly
to his or her account, rather than redeemed, (ii) a pro rata share
of the amounts realized upon the disposition of the Treasury Obligations
and (iii) a pro rata share of any other assets of the Trust, less
expenses of the Trust, subject to the limitation that Treasury
Obligations may not be sold
Page 29
to pay for Trust expenses. Not less than 60 days prior to the
termination of the Trust, Unit holders will be offered the option
of having the proceeds from the disposition of the Treasury Obligations
in the Trust invested on the date such proceeds become available
to the Trust, in additional shares of the Fund at net asset value.
Such shares will not be subject to a sales charge or a contingent
deferred sales load but such shares will incur Rule 12b-1 fees
as do all other shares held directly by investors in the Fund.
Unless a Unit holder indicates that he or she wishes to reinvest
such amounts, they will be paid in cash, as indicated above. A
Unit holder may, of course, at any time after the Fund shares
are distributed to his or her account, instruct the Fund to redeem
all or a portion of the shares in his or her account. Shares of
the Fund, as more fully described in its prospectus, will be redeemed
at the then current net asset value. If within 180 days after
the termination of the Trust a registered owner of Units has not
surrendered the Units, the Trustee shall liquidate the shares
of the Fund held for such Unit holder and hold the funds to which
such Unit holder is entitled until such Units are surrendered.
The Trustee will credit to the Income Account of the Trust any
dividends, distributions or rebated Rule 12b-1 fees received on
the Fund shares therein. All other receipts (e.g., return of principal,
capital gains, etc.) are credited to the Capital Account of the
Trust.
The Trustee may establish reserves (the "Reserve Account") within
the Trust for state and local taxes, if any, and any governmental
charges payable out of the Trust.
How Can Distributions to Unit Holders be Reinvested?
Each Unit holder of the Trust will have distributions of principal,
capital gains, if any, or income automatically invested in Fund
shares (if Fund Shares are registered in the Unit holder's state
of residence) deposited at such share's net asset value next computed,
unless he or she indicates at the time of purchase, or subsequently
notifies the Trustee in writing, that he or she wishes to receive
cash payments. Shares of the Fund obtained through reinvestment
will not be subject to a sales charge, although such shares will
incur Rule 12b-1 fees as do all other shares held directly by
investors in the Fund. Reinvestment by the Trust in Fund shares
will normally be made as of the distribution date of the Trust
after the Trustee deducts therefrom the expenses of the Trust.
Additional information with respect to the investment objective
and policies of the Fund is contained in its Additional Statement,
which can be obtained from the Underwriter.
Unit holders who are receiving distributions in cash may elect
to participate in the automatic reinvestment feature by filing
with the Trustee an election to have such distributions reinvested
without a sales charge. Such election must be received by the
Trustee at least ten days prior to the Record Date applicable
to any distribution in order to be in effect for such Record Date.
Any such election shall remain in effect until a subsequent notice
is received by the Trustee.
Exchange Privilege. Shares of the Fund held in a Unit holder's
reinvestment account and of the Eligible Funds listed in "Right
of Accumulation" in the Fund's Prospectus may be exchanged at
net asset value per share at the time of exchange, without sales
charge, if all of the following conditions are met: (1) shares
of the fund selected for exchange are available for sale in the
shareholder's state of residence; (2) the respective prospectuses
of the funds the shares of which are to be exchanged and acquired
offer the Exchange Privilege to the investor; (3) newly-purchased
(by initial or subsequent investment) shares are held in an account
for at least seven days and all other shares at least one day
prior to the exchange; and (4) the aggregate net asset value of
shares surrendered for exchange is at least equal to the minimum
investment requirements of the fund the shares of which are to
be acquired. See "Exchange Privilege" in the Fund's prospectus
for additional information regarding the exchange procedure. THE
EXCHANGE PRIVILEGE DOES NOT APPLY TO OPPENHEIMER GLOBAL FUND SHARES
IN THE TRUST'S PORTFOLIO, ONLY TO A UNIT HOLDER'S REINVESTMENT
ACCOUNT.
General Information on Exchanges. Shares to be exchanged are redeemed
on the regular business day the Transfer Agent receives an exchange
request in proper form (the "Redemption Date"). Normally, shares
of the fund to be acquired are purchased on the Redemption Date,
but such purchases may be delayed by either fund up to five business
days, if it determines that it would be disadvantaged by an immediate
transfer of
Page 30
the redemption proceeds. The Fund in its discretion reserves the
right to refuse any exchange requests that will disadvantage it,
for example, if the receipt of multiple exchange requests from
a dealer might require the disposition of securities at a time
or a price disadvantageous to the Fund.
The Eligible Funds have different investment objectives and policies.
For complete information, including sales charges and expenses,
a prospectus of the fund into which the exchange is being made
should be read prior to an exchange. A $5 service charge will
be deducted from the account to which the exchange is made to
help defray administrative costs. That charge is waived for telephone
exchanges made by PhoneLink between existing accounts. Dealers
or brokers who process exchange orders on behalf of their customers
may charge for their services. Those charges may be avoided by
requesting the Fund directly to exchange shares. For Federal tax
purposes, an exchange is treated as a redemption and purchase
of shares. See "How to Redeem Shares-Reinvestment Privilege" in
the Fund's prospectus for a discussion of certain tax effects
of exchanges. No sales commissions are paid by the Distributor
on exchanges of shares (unless a front-end sales charge is assessed
on the exchange).
Pursuant to telephone exchange agreements with the Distributor,
certain dealers, brokers and investment advisors may exchange
their client's Fund shares by telephone, subject to the terms
of the agreements and the Distributor's right to reject or suspend
such telephone exchanges at any time. Because of the restrictions
and procedures under those agreements, such exchanges may be subject
to timing limitations and other restrictions that do not apply
to exchanges requested by shareholders directly, as described
above.
What Reports Will Unit Holders Receive?
The Trustee shall furnish Unit holders in connection with each
distribution a statement of the amount of income, if any, and
the amount of other receipts, if any, which are being distributed,
expressed in each case as a dollar amount per Unit. Within a reasonable
time after the end of each calendar year, the Trustee will furnish
to each person who at any time during the calendar year was a
Unit holder of the Trust the following information in reasonable
detail: (1) a summary of transactions in the Trust for such year;
(2) any Securities sold during the year and the Securities held
at the end of such year by the Trust; (3) the redemption price
per Unit based upon a computation thereof on the 31st day of December
of such year (or the last business day prior thereto); and (4)
amounts of income and capital gains distributed during such year.
How May Units be Redeemed?
A Unit holder may redeem all or a portion of his or her Units
by tender to the Trustee at its corporate trust office in the
City of New York of the certificates representing the Units to
be redeemed, or in the case of uncertificated Units, delivery
of a request for redemption, duly endorsed or accompanied by proper
instruments of transfer with signature guaranteed as explained
above (or by providing satisfactory indemnity, as in connection
with lost, stolen or destroyed certificates), and payment of applicable
governmental charges, if any. No redemption fee will be charged.
On the seventh calendar day following such tender, or if the seventh
calendar day is not a business day, on the first business day
prior thereto, the Unit holder will be entitled to receive in
cash an amount for each Unit equal to the redemption price per
Unit next computed after receipt by the Trustee of such tender
of Units. The day of tender is deemed to be the date on which
Units are received by the Trustee, except that as regards Units
received after 4:00 p.m. Eastern time, the date of tender is the
next day on which the NYSE is open for trading and such Units
will be deemed to have been tendered to the Trustee on such day
for redemption at the redemption price computed on that day. Units
so redeemed shall be cancelled.
Any amounts paid on redemption representing income shall be withdrawn
from the Income Account of the Trust to the extent that funds
are available for such purpose. All other amounts paid on redemption
shall be withdrawn from the Capital Account of the Trust.
The Trustee is empowered to sell Securities of the Trust in order
to make funds available for redemption. To the extent that Securities
are sold, the size and diversity of the Trust will be reduced.
Such sales may be required at a time when Securities would not
otherwise be sold and might result in lower prices than might
otherwise be realized. Shares of the Fund will be sold to meet
redemptions of Units before Treasury Obligations,
Page 31
although Treasury Obligations may be sold if the Trust is assured
of retaining a sufficient principal amount of Treasury Obligations
to provide funds upon maturity of the Trust at least equal to
$10.00 per Unit.
The redemption price per Unit (as well as the secondary market
Public Offering Price) will be determined on the basis of the
bid price of the Treasury Obligations and the net asset value
of the Fund shares in the Trust, plus or minus cash, if any, in
the Capital and Income Accounts of the Trust, while the Public
Offering Price per Unit during the initial offering period will
be determined on the basis of the offering price of such Treasury
Obligations, as of the close of trading on the NYSE on the date
any such determination is made and the net asset value of the
Fund shares in the Trust, plus or minus cash, if any, in the Capital
and Income Accounts. On the Initial Date of Deposit, the Public
Offering Price per Unit (which is based on the offering prices
of the Treasury Obligations and the net asset value of the Fund
shares and includes the sales charge) exceeded the Unit value
at which Units could have been redeemed (based upon the current
bid prices of the Treasury Obligations and the net asset value
of the Fund shares in the Trust) by the amount shown under "Summary
of Essential Information." The Redemption Price per Unit is the
pro rata share of each Unit determined by the Trustee by adding:
(1) the cash on hand in the Trust other than cash deposited in
the Trust to purchase Securities not applied to the purchase of
such Securities; (2) the aggregate value of the Securities (including
"when issued" contracts, if any) held in the Trust, as determined
by the Evaluator on the basis of bid prices of the Treasury Obligations
and the net asset value of the Fund shares next computed; and
(3) dividends or other distributions receivable on Fund shares
trading ex-dividend as of the date of computation and amounts
accrued, if any, for rebated Rule 12b-1 fees; and deducting therefrom:
(1) amounts representing any applicable taxes or governmental
charges payable out of the Trust; (2) an amount representing estimated
accrued expenses of the Trust, including but not limited to fees
and expenses of the Trustee (including legal and auditing fees),
the Evaluator, the Supervisor and counsel fees, if any; (3) cash
held for distribution to Unit holders of record of the Trust as
of the business day prior to the evaluation being made; and (4)
other liabilities incurred by the Trust; and finally dividing
the results of such computation by the number of Units of the
Trust outstanding as of the date thereof.
The right of redemption may be suspended and payment postponed
for any period during which the NYSE is closed (other than for
customary weekend and holiday closings) or during which the SEC
determines that trading on the NYSE is restricted or any emergency
exists, as a result of which disposal or evaluation of the Securities
is not reasonably practicable, or for such other periods as the
SEC may by order permit. Under certain extreme circumstances,
the Sponsor may apply to the SEC for an order permitting a full
or partial suspension of the right of Unit holders to redeem their
Units. The Trustee is not liable to any person in any way for
any loss or damage which may result from any such suspension or
postponement.
How May Units be Purchased by the Sponsor?
The Trustee shall notify the Sponsor of any tender of Units for
redemption. If the Sponsor's bid in the secondary market at that
time equals or exceeds the Redemption Price per Unit, it may purchase
such Units by notifying the Trustee before 1:00 p.m. Eastern time
on the same business day and by making payment therefor to the
Unit holder not later than the day on which the Units would otherwise
have been redeemed by the Trustee. Units held by the Sponsor may
be tendered to the Trustee for redemption as any other Units.
In the event the Sponsor does not purchase Units, the Trustee
may sell Units tendered for redemption in the over-the-counter
market, if any, as long as the amount to be received by the Unit
holder is equal to the amount he or she would have received on
redemption of the Units.
The offering price of any Units acquired by the Sponsor will be
in accord with the Public Offering Price described in the then
effective prospectus describing such Units. Any profit or loss
resulting from the resale or redemption of such Units will belong
to the Sponsor.
How May Securities be Removed from the Trust?
The portfolio of the Trust is not "managed" by the Sponsor or
the Trustee; their activities described herein are governed solely
by the provisions of the Indenture. The Indenture provides that
the Sponsor may (but need not) direct the Trustee to dispose of
a Security in the unlikely event that an issuer of a Security
defaults
Page 32
in the payment of dividends or interest or there exist certain
other materially adverse conditions described in the Indenture.
The Trustee may also sell Securities designated by the Sponsor,
or if not so directed, in its own discretion, for the purpose
of redeeming Units of the Trust tendered for redemption and the
payment of expenses; provided, however, that in the case of Securities
sold to meet redemption requests, Treasury Obligations may only
be sold if the Trust is assured of retaining a sufficient principal
amount of Treasury Obligations to provide funds upon maturity
of the Trust at least equal to $10.00 per Unit. Treasury Obligations
may not be sold to meet Trust expenses.
INFORMATION AS TO SPONSOR, TRUSTEE AND EVALUATOR
Who is the Sponsor?
Nike Securities L.P., the Sponsor, specializes in the underwriting,
trading and distribution of unit investment trusts and other securities.
Nike Securities L.P., an Illinois limited partnership formed in
1991, acts as Sponsor for successive series of The First Trust
Combined Series, The First Trust Special Situations Trust, The
First Trust Insured Corporate Trust, The First Trust of Insured
Municipal Bonds and The First Trust GNMA. First Trust introduced
the first insured unit investment trust in 1974 and to date more
than $8 billion in First Trust unit investment trusts have been
deposited. The Sponsor's employees include a team of professionals
with many years of experience in the unit investment trust industry.
The Sponsor is a member of the National Association of Securities
Dealers, Inc. and Securities Investor Protection Corporation and
has its principal offices at 1001 Warrenville Road, Lisle, Illinois
60532; telephone number (708) 241-4141. As of December 31, 1993,
the total partners' capital of Nike Securities L.P. was $12,743,032
(audited). (This paragraph relates only to the Sponsor and not
to the Trust or to any series thereof or to any other Underwriter.
The information is included herein only for the purpose of informing
investors as to the financial responsibility of the Sponsor and
its ability to carry out its contractual obligations. More detailed
financial information will be made available by the Sponsor upon
request.)
Who is the Trustee?
The Trustee is United States Trust Company of New York with its
principal place of business at 45 Wall Street, New York, New York
10005 and its unit investment trust offices at 770 Broadway, New
York, New York 10003. Unit holders who have questions regarding
this Trust, may call Shareholder Financial Services, Inc. via
the Customer Service Help Line at 1-800-UIT-HELP (848-4357). Shareholder
Financial Services, Inc., an affiliate of Oppenheimer Management
Corporation, will provide certain Unit holder services to the
Trust for which it will receive a fee which represents a portion
of the Trustee's Annual Fee. The Trustee is a member of the New
York Clearing House Association and is subject to supervision
and examination by the Comptroller of the Currency, the Federal
Deposit Insurance Corporation and the Board of Governors of the
Federal Reserve System.
The Trustee, whose duties are ministerial in nature, has not participated
in the selection of the Securities. For information relating to
the responsibilities of the Trustee under the Indenture, reference
is made to the material set forth under "Rights of Unit Holders."
The Trustee and any successor Trustee may resign by executing
an instrument in writing and filing the same with the Sponsor
and mailing a copy of a notice of resignation to all Unit holders.
Upon receipt of such notice, the Sponsor is obligated to appoint
a successor Trustee promptly. If the Trustee becomes incapable
of acting or becomes bankrupt or its affairs are taken over by
public authorities, the Sponsor may remove the Trustee and appoint
a successor as provided in the Indenture. If upon resignation
of the Trustee no successor has accepted the appointment within
30 days after notification, the retiring Trustee may apply to
a court of competent jurisdiction for the appointment of a successor.
The resignation or removal of the 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 the 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
Page 33
Trustee. The Trustee must be a banking corporation organized under
the laws of the United States or any State and having at all times
an aggregate capital, surplus and undivided profits of not less
than $5,000,000.
Limitations on Liabilities of Sponsor and Trustee
The Sponsor and the Trustee shall be under no liability to Unit
holders for taking any action or for refraining from taking any
action in good faith pursuant to the Indenture, or for errors
in judgment, but shall be liable only for their own willful misfeasance,
bad faith, gross negligence (ordinary negligence in the case of
the Trustee) or reckless disregard of their obligations and duties.
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 Indenture,
the Trustee may act thereunder and shall not be liable for any
action taken by it in good faith under the Indenture.
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 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 contains other customary provisions
limiting the liability of the Trustee.
If the Sponsor shall fail to perform any of its duties under the
Indenture or become incapable of acting or become bankrupt or
its affairs are taken over by public authorities, then the Trustee
may (a) appoint a successor Sponsor at rates of compensation deemed
by the Trustee to be reasonable and not exceeding amounts prescribed
by the SEC, or (b) terminate the Indenture and liquidate the Trust
as provided herein, or (c) continue to act as Trustee without
terminating the Indenture.
Who is the Evaluator?
The Evaluator is First Trust Advisors L.P., an Illinois limited
partnership formed in 1991 and an affiliate of the Sponsor. The
Evaluator's address is 1001 Warrenville Road, Lisle, Illinois
60532. The Evaluator may resign or may be removed by the Sponsor
and the Trustee, in which event the Sponsor and the Trustee are
to use their best efforts to appoint a satisfactory successor.
Such resignation or removal shall become effective upon the acceptance
of appointment by the successor Evaluator. If upon resignation
of the Evaluator no successor has accepted appointment within
30 days after notice of resignation, the Evaluator may apply to
a court of competent jurisdiction for the appointment of a successor.
The Trustee, Sponsor and Unit holders may rely on any evaluation
furnished by the Evaluator and shall have no responsibility for
the accuracy thereof. Determinations by the Evaluator under the
Indenture shall be made in good faith upon the basis of the best
information available to it, provided, however, that the Evaluator
shall be under no liability to the Trustee, Sponsor or Unit holders
for errors in judgment. This provision shall not protect the Evaluator
in any case of willful misfeasance, bad faith, gross negligence
or reckless disregard of its obligations and duties.
OTHER INFORMATION
How May the Indenture Be Amended or Terminated?
The Sponsor and the Trustee have the power to amend the Indenture
without the consent of any of the Unit holders when such an amendment
is (1) to cure any ambiguity or to correct or supplement any provision
of the Indenture which may be defective or inconsistent with any
other provision contained therein, or (2) to make such other provisions
as shall not adversely affect the interest of the Unit holders
(as determined in good faith by the Sponsor and the Trustee).
The Indenture provides that the Trust shall terminate upon the
maturity, redemption or other disposition of the last of the Treasury
Obligations held in the Trust but in no event beyond the Mandatory
Termination Date indicated herein under "Summary of Essential
Information." The Trust may be liquidated at any time by consent
of 100% of the Unit holders of the Trust or by the Trustee in
the event that Units of the Trust not yet sold aggregating more
than 60% of the Units of the Trust are tendered for redemption
by the Underwriter, including the Sponsor. If the Trust is liquidated
because of the redemption of unsold Units of the Trust by the
Underwriter,
Page 34
the Sponsor will refund to each purchaser of Units of the Trust
the entire sales charge paid by such purchaser. In the event of
termination, written notice thereof will be sent by the Trustee
to all Unit holders of the Trust. Within a reasonable period after
termination, the Trustee will follow the procedures set forth
under "How are Income and Principal Distributed?"
Legal Opinions
The legality of the Units offered hereby and certain matters relating
to Federal tax law have been passed upon by Chapman and Cutler,
111 West Monroe Street, Chicago, Illinois 60603, as counsel for
the Sponsor. Carter, Ledyard & Milburn will act as counsel for
the Trustee and as special New York tax counsel for the Trust.
Experts
The statement of net assets, including the Schedule of Investments,
of the Trust at the opening of business on the Initial Date of
Deposit appearing in this Prospectus and Registration Statement
has been audited by Ernst & Young LLP, independent auditors, as
set forth in their report thereon appearing elsewhere herein and
in the Registration Statement, and is included in reliance upon
such report given upon the authority of such firm as experts in
accounting and auditing.
Page 35
REPORT OF INDEPENDENT AUDITORS
The Sponsor, Nike Securities L.P., and Unit Holders
OPPENHEIMER GLOBAL GROWTH & TREASURY SECURITIES TRUST, SERIES 1
We have audited the accompanying statement of net assets, including
the schedule of investments, of Oppenheimer Global Growth & Treasury
Securities Trust, Series 1 as of the opening of business on September
22, 1994. This statement of net assets is the responsibility of
the Trust's Sponsor. Our responsibility is to express an opinion
on this statement of net assets 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 statement
of net assets is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the statement of net assets. Our procedures included
confirmation of the letter of credit held by the Trustee and deposited
in the Trust at the opening of business on September 22, 1994.
An audit also includes assessing the accounting principles used
and significant estimates made by the Sponsor, as well as evaluating
the overall presentation of the statement of net assets. We believe
that our audit of the statement of net assets provides a reasonable
basis for our opinion.
In our opinion, the statement of net assets referred to above
presents fairly, in all material respects, the financial position
of Oppenheimer Global Growth & Treasury Securities Trust, Series
1 at the opening of business on September 22, 1994, in conformity
with generally accepted accounting principles.
ERNST & YOUNG LLP
Chicago, Illinois
September 22, 1994
Page 36
Statement of Net Assets
OPPENHEIMER GLOBAL GROWTH & TREASURY SECURITIES TRUST, SERIES 1
At the Opening of Business on September 22, 1994
the Initial Date of Deposit
<TABLE>
<CAPTION>
NET ASSETS
<S> <C>
Investment in Securities represented by purchase contracts (1) (2) $457,875
========
Units outstanding 50,000
========
</TABLE>
<TABLE>
<CAPTION>
ANALYSIS OF NET ASSETS
<S> <C>
Cost to investors (3) $484,524
Less sales charge (3) (26,649)
________
Net assets $457,875
========
</TABLE>
[FN]
NOTES TO STATEMENT OF NET ASSETS
(1) The aggregate cost of the Securities listed under "Schedule
of Investments" is based on the offering side evaluations of the
Treasury Obligations and the net asset value of the Fund shares.
(2) An irrevocable letter of credit totaling $600,000, issued
by Bankers Trust Company, has been deposited with the Trustee
which is sufficient for the purchase of the Securities pursuant
to contracts for the purchase of such Securities.
(3) The aggregate cost to investors includes a sales charge computed
at the rate of 5.5% of the Public Offering Price (equivalent to
5.82% of the net amount invested), assuming no reduction of sales
charge for quantity purchases.
Page 37
Schedule of Investments
OPPENHEIMER GLOBAL GROWTH & TREASURY SECURITIES TRUST, SERIES 1
At the Opening of Business on September 22, 1994
the Initial Date of Deposit
<TABLE>
<CAPTION>
PORTFOLIO
Percentage of Cost of
Maturity Aggregate Securities
Value Name of Issuer and Title of Security (1) Offering Price to Trust (2)
________ ________________________________________ ______________ ____________
<C> <S> <C> <C>
Zero Coupon U.S. Treasury bonds
$500,000 maturing on May 15, 2005 48.01% $219,813
Number of
Shares
_________
6,250 Oppenheimer Global Fund 51.99% 238,062
______ ________
Total Investments 100% $457,875
====== ========
</TABLE>
[FN]
___________________
(1) The Treasury Obligations have been purchased at a discount
from their par value because there is no stated interest income
thereon (such securities are often referred to as U.S. Treasury
zero coupon bonds). Over the life of the Treasury Obligations
the value increases, so that upon maturity the holders will receive
100% of the principal amount thereof.
Shares of Oppenheimer Global Fund (the "Fund") have been valued
at their net asset value as of the opening of business on the
Initial Date of Deposit.
All Securities are represented by regular way contracts to purchase
such Securities for the performance of which an irrevocable letter
of credit has been deposited with the Trustee. The contracts to
purchase the Securities were entered into by the Sponsor on September
21, 1994.
(2) The cost of the Securities to the Trust represents the offering
side evaluation as determined by First Trust Advisors L.P., the
Evaluator (an affiliate of the Sponsor) with respect to the Treasury
Obligations and the net asset value with respect to the Fund shares
acquired. The offering side evaluation of the Treasury Obligations
is greater than the bid side evaluation of such Treasury Obligations
which is the basis on which the Redemption Price per Unit will
be determined after the initial offering period. The aggregate
value, based on the bid side evaluation of the Treasury Obligations
and the net asset value of the Fund shares on the Initial Date
of Deposit, was $457,425. Cost and profit to the Sponsor relating
to the purchase of the Treasury Obligations were $219,590 and
$223, respectively. Cost and profit to the Sponsor relating to
the Fund shares were $238,062 and $0, respectively.
Page 38
This page is intentionally left blank.
Page 39
<TABLE>
<CAPTION>
CONTENTS:
<S> <C>
Summary of Essential Information 4
Oppenheimer Global Growth & Treasury Securities
Trust, Series 1
What is Oppenheimer Global Growth & Treasury
Securities Trust? 5
What is the Federal Tax Status of Unit Holders? 8
Why are Investments in the Trust Suitable for
Retirement Plans? 11
Portfolio:
What are Treasury Obligations? 11
What is Oppenheimer Global Fund? 11
Fund Expenses 12
What are the Fund's Investment Policies? 15
Risk Factors 16
Who is the Management of Oppenheimer
Global Fund? 19
Fund Performance Information 22
Additional Information 23
What are Some Additional Considerations
for Investors? 24
Public Offering:
How is the Public Offering Price Determined? 25
How are Units Distributed? 26
What are the Sponsor's Profits? 28
Will There be a Secondary Market? 28
Rights of Unit Holders:
How is Evidence of Ownership Issued
and Transferred? 29
How are Income and Capital Distributed? 29
How Can Distributions to Unit Holders
be Reinvested? 30
What Reports Will Unit Holders Receive? 31
How May Units be Redeemed? 31
How May Units be Purchased by the Sponsor? 32
How May Securities be Removed from the Trust? 32
Information as to Sponsor, Trustee and Evaluator:
Who is the Sponsor? 33
Who is the Trustee? 33
Limitations on Liabilities of Sponsor and Trustee 34
Who is the Evaluator? 34
Other Information:
How May the Indenture Be Amended
or Terminated? 34
Legal Opinions 35
Experts 35
Report of Independent Auditors 36
Statement of Net Assets 37
Schedule of Investments 38
</TABLE>
_______________
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL,
OR A SOLICITATION OF AN OFFER TO BUY, SECURITIES IN ANY JURISDICTION
TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH
JURISDICTION.
THIS PROSPECTUS DOES NOT CONTAIN ALL THE INFORMATION SET
FORTH IN THE REGISTRATION STATEMENTS AND EXHIBITS RELATING THERETO,
WHICH THE TRUST HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. UNDER THE SECURITIES ACT OF 1933 AND THE INVESTMENT
COMPANY ACT OF 1940, AND TO WHICH REFERENCE IS HEREBY MADE.
FIRST TRUST
(registered trademark)
Oppenheimer Global Growth & Treasury Securities Trust
Series 1
First Trust
(registered trademark)
1001 Warrenville Road, Suite 300
Lisle, Illinois 60532
1-708-241-4141
Trustee:
United States Trust Company
of New York
770 Broadway
New York, New York 10003
Servicing Agent:
Shareholder Financial Services, Inc.
10200 East Girard
Building A, Suite 407
Denver, CO 80231
1-800-UIT-HELP (848-4357)
PLEASE RETAIN THIS PROSPECTUS
FOR FUTURE REFERENCE
September 22, 1994
Page 40
-APPENDIX-
The graph which appears on page 23 of the prospectus represents
a comparison between a $10,000 investment made on June 30, 1984
in Class A shares of Oppenheimer Global Fund and the Morgan Stanley
World Index. The chart indicates that $10,000 invested on June
30, 1984 in Class A shares of Oppenheimer Global Fund would be
worth $44,894 as of June 30, 1994 as opposed to $42,707 had the
$10,000 been invested in the Morgan Stanley World Index.
Page 41
CONTENTS OF REGISTRATION STATEMENT
A. Bonding Arrangements of Depositor:
Nike Securities L.P. is covered by a Brokers' Fidelity
Bond, in the total amountof $1,000,000, the insurer
being National Union Fire Insurance Company of
Pittsburgh.
B.This Registration Statement on Form S-6 comprises the following
papers and documents:
The facing sheet
The Cross-Reference Sheet
The Prospectus
The signatures
Exhibits
S-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant, Oppenheimer Global Growth & Treasury Securities
Trust, Series 1, has duly caused this Amendment of Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Village of Lisle and State of
Illinois on September 22, 1994.
OPPENHEIMER GLOBAL GROWTH & TREASURY
SECURITIES TRUST, SERIES 1
By: NIKE SECURITIES L.P.
Depositor
By Carlos E. Nardo
Senior Vice President
S-2
Pursuant to the requirements of the Securities Act of 1933,
this Amendment to the Registration Statement has been signed
below by the following person in the capacity and on the date
indicated:
NAME TITLE* DATE
Robert D. Van Kampen Sole Director )
of Nike Securities )
Corporation, the ) September 22, 1994
General Partner of )
Nike Securities L.P. )
)
) Carlos E. Nardo
)Attorney-in-Fact**
)
)
)
* The title of the person named herein represents his
capacity in and relationship to Nike Securities L.P.,
Depositor.
** An executed copy of the related power of attorney was
filed with the Securities and Exchange Commission in
connection with the Amendment No. 1 to Form S-6 of The
First Trust Special Situations Trust, Series 18 (File No.
33-42683) and the same is hereby incorporated herein by
this reference.
S-3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" and to the use of our report dated September 22, 1994
in Amendment No. 2 to the Registration Statement (Form S-6) (File
No. 33-54849) and related Prospectus of Oppenheimer Global Growth
& Treasury Securities Trust, Series 1.
ERNST & YOUNG LLP
Chicago, Illinois
September 22, 1994
CONSENTS OF COUNSEL
The consents of counsel to the use of their names in the
Prospectus included in this Registration Statement will be
contained in their respective opinions to be filed as Exhibits
3.1, 3.2, 3.3 and 3.4 of the Registration Statement.
CONSENT OF FIRST TRUST ADVISORS L.P.
The consent of First Trust Advisors L.P. to the use of its
name in the Prospectus included in the Registration Statement
will be filed as Exhibit 4.1 to the Registration Statement.
S-4
EXHIBIT INDEX
1.1 Form of Standard Terms and Conditions of Trust for
Oppenheimer Global Growth & Treasury Securities Trust,
Series 1 and subsequent Series effective September 22,
1994 among Nike Securities L.P. as Depositor, United
States Trust Company of New York as Trustee, First Trust
Advisors L.P. as Evaluator, and First Trust Advisors L.P.
as Portfolio Supervisor.
1.1.1 Form of Trust Agreement for Series 1 among Nike
Securities L.P. as Depositor, United States Trust Company
of New York as Trustee, First Trust Advisors L.P. as
Evaluator, and First Trust Advisors L.P. as Portfolio
Supervisor.
1.2 Copy of Certificate of Limited Partnership of Nike
Securities L.P. (incorporated by reference to Amendment
No. 1 to Form S-6 [File No. 33-42683] filed on behalf of
The First Trust Special Situations Trust, Series 18).
1.3 Copy of Amended and Restated Limited Partnership
Agreement of Nike Securities L.P. (incorporated by
reference to Amendment No. 1 to Form S-6 [File No. 33-
42683] filed on behalf of The First Trust Special
Situations Trust, Series 18).
1.4 Copy of Articles of Incorporation of Nike Securities
Corporation, the general partner of Nike Securities L.P.,
Depositor (incorporated by reference to Amendment No. 1
to Form S-6 [File No. 33-42683] filed on behalf of The
First Trust Special Situations Trust, Series 18).
1.5 Copy of By-Laws of Nike Securities Corporation, the
general partner of Nike Securities L.P., Depositor
(incorporated by reference to Amendment No. 1 to Form S-6
[File No. 33-42683] filed on behalf of The First Trust
Special Situations Trust, Series 18).
2.1 Copy of Certificate of Ownership (included in Exhibit 1.1
filed herewith on page 2 and incorporated herein by
reference).
3.1 Opinion of counsel as to legality of securities being
registered.
3.2 Opinion of counsel as to Federal income tax status of
securities being registered.
S-5
3.3 Opinion of counsel as to New York income tax status of
securities being registered.
3.4 Opinion of counsel as to advancement of funds by Trustee.
4.1 Consent of First Trust Advisors L.P.
6.1 List of Directors and Officers of Depositor and other
related information (incorporated by reference to
Amendment No. 1 to Form S-6 [File No. 33-42683] filed on
behalf of The First Trust Special Situations Trust,
Series 18).
7.1 Power of Attorney executed by the Director listed on page
S-3 of this Registration Statement (incorporated by
reference to Amendment No. 1 to Form S-6 [File No. 33-
42683] filed on behalf of The First Trust Special
Situations Trust, Series 18).
S-6
STANDARD TERMS AND CONDITIONS OF TRUST
FOR
OPPENHEIMER GLOBAL GROWTH & TREASURY SECURITIES TRUST, SERIES 1
(AND SUBSEQUENT SERIES)
EFFECTIVE: SEPTEMBER 22, 1994
BETWEEN
NIKE SECURITIES L.P.
DEPOSITOR
UNITED STATES TRUST COMPANY OF NEW YORK
TRUSTEE
FIRST TRUST ADVISORS L.P.
EVALUATOR
FIRST TRUST ADVISORS L.P.
PORTFOLIO SUPERVISOR
TABLE OF CONTENTS
PREAMBLE 1
FORM OF CERTIFICATES 2
ARTICLE I DEFINITIONS 4
ARTICLE II DEPOSIT OF SECURITIES; ACCEPTANCE OF TRUST;
FORM OF CERTIFICATES; SEPARATE TRUSTS 7
Section 2.01. Deposit of Securities 7
Section 2.02. Acceptance of Trust 9
Section 2.03. Issuance of Units 9
Section 2.04. Form of Certificates 10
Section 2.05. Letter of Credit 10
Section 2.06. Separate Trusts 11
ARTICLE III ADMINISTRATION OF FUND 11
Section 3.01. Initial Cost 11
Section 3.02. Income Account 11
Section 3.03. Capital Account 11
Section 3.04. Reserve Account 11
Section 3.05. Deductions and Distributions 12
Section 3.06. Distribution Statements 14
Section 3.07. Sale of Securities 16
Section 3.08. Counsel 18
Section 3.09. Notice and Sale by Trustee 18
Section 3.10. Trustee not Required to Amortize 18
Section 3.11. Liability of Depositor 18
Section 3.12. Notice to Depositor 18
Section 3.13. Replacement Securities 19
Section 3.14. Portfolio Supervisor 20
Section 3.15. Bookkeeping and Administrative Expenses 21
Section 3.16. Abatement of Compensation of the Trustee,
Evaluator, Portfolio Supervisor and Sponsor 22
ARTICLE IV EVALUATION OF SECURITIES; EVALUATOR 23
Section 4.01. Evaluation by Evaluator 23
Section 4.02. Information for Unit Holders 24
Section 4.03. Compensation of Evaluator 24
Section 4.04. Liability of Evaluator 25
Section 4.05. Resignation and Removal of Evaluator;
Successor. 25
ARTICLE V EVALUATION, REDEMPTION, PURCHASE, TRANSFER,
INTERCHANGE OR REPLACEMENT OF UNITS 26
Section 5.01. Trust Evaluation 26
Section 5.02. Redemptions by Trustee; Purchases by
Depositor 27
Section 5.03. Transfer or Interchange of Units 30
Section 5.04. Certificates Mutilated, Destroyed, Stolen 31
or Lost
ARTICLE VI TRUSTEE 32
Section 6.01. General Definition of Trustee's Liabilities,
Rights and Duties 32
Section 6.02. Books, Records and Reports 35
Section 6.03. Indenture and List of Securities on File 36
Section 6.04. Compensation 36
Section 6.05. Removal and Resignation of Trustee; Successor37
Section 6.06. Qualifications of Trustee 39
ARTICLE VII RIGHTS OF UNIT HOLDERS 39
Section 7.01. Beneficiaries of Trust 39
Section 7.02. Rights, Terms and Conditions 39
ARTICLE VIII ADDITIONAL COVENANTS; MISCELLANEOUS
PROVISIONS 40
Section 8.01. Amendments 40
Section 8.02. Termination 41
Section 8.03. Construction 42
Section 8.04. Registration of Units 42
Section 8.05. Written Notice 43
Section 8.06. Severability 43
Section 8.07. Dissolution of Depositor Not to Terminate 43
STANDARD TERMS AND CONDITIONS OF TRUST
FOR
OPPENHEIMER GLOBAL GROWTH & TREASURY SECURITIES TRUST, SERIES 1
(and subsequent Series)
Effective: September 22, 1994
These Standard Terms and Conditions of Trust effective
September 22, 1994 are executed between Nike Securities L.P., as
Depositor, United States Trust Company of New York, as Trustee,
First Trust Advisors L.P., as Evaluator and First Trust Advisors
L.P., as Portfolio Supervisor.
WITNESSETH THAT:
In consideration of the premises and of the mutual
agreements herein contained, the Depositor, the Trustee, the
Evaluator and the Portfolio Supervisor agree as follows:
Preamble
INTRODUCTION
These Standard Terms and Conditions of Trust, effective
September 22, 1994, shall be applicable to Oppenheimer Global
Growth & Treasury Securities Trust, Series 1 and all subsequent
Series established after the date of effectiveness hereof, as
provided in this paragraph. For Oppenheimer Global Growth &
Treasury Securities Trust, Series 1 and all subsequent Series
established after the date of effectiveness hereof to which these
Standard Terms and Conditions of Trust, effective September 22,
1994, are to be applicable, the Depositor, the Trustee, the
Evaluator and the Portfolio Supervisor shall execute a Trust
Agreement, incorporating by reference these Standard Terms and
Conditions of Trust, effective September 22, 1994, and
designating any exclusion from or exception to such incorporation
by reference for the purposes of that Series or variation of the
terms hereof for the purposes of that Series and specifying for
that Series and for each Trust in such Series (i) the Securities
deposited in trust, (ii) the number of Units delivered by the
Trustee on the Initial Date of Deposit in exchange for the
Securities pursuant to Section 2.03, (iii) the fractional
undivided interest represented by each Unit, (iv) the Percentage
Ratio, (v) the Record Dates, (vi) the Distribution Dates,
(vii) the Mandatory Termination Date, (viii) the Evaluator's
compensation, (ix) the Trustee's compensation and (x) the Initial
Date of Deposit.
WHEREAS, the form of the Certificates shall be substantially
as follows and shall indicate the Series number and the name of
the Trust, as set forth in the Trust Agreement:
CERTIFICATE OF OWNERSHIPFORM OF CERTIFICATES
Evidencing an Undivided
Interest In
Plan of Distribution:
OPPENHEIMER GLOBAL GROWTH & TREASURY SECURITIES TRUST
See Reverse For Certain Definitions
THIS IS TO CERTIFY THAT
is the owner and registered holder of this Certificate evidencing
the ownership of
of fractional undivided interest in the above-named Trust created
pursuant to the Indenture, a copy of which is available at the
office of the Trustee. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Indenture
to which the Holder of this Certificate by virtue of the
acceptance hereof assents and is bound. This Certificate is
transferable and interchangeable by the registered owner in
person or by his duly authorized attorney at the Trustee's office
upon surrender of this Certificate properly endorsed or
accompanied by a written instrument of transfer and any other
documents that the Trustee may require for transfer, in form
satisfactory to the Trustee, and payment of the fees and expenses
provided in the Indenture.
Witness the facsimile signature of the Depositor and the manual
signature of an authorized signatory of the Trustee.
DATED:
NIKE SECURITIES L.P., DEPOSITOR UNITED STATES TRUST COMPANY OF
BY: NIKE SECURITIES CORPORATION, NEW YORK, TRUSTEE
General Partner
By______________________________ By
President Authorized Signatory
CONTROL NO.
FORM OF ASSIGNMENT
The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though they
were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT___Custodian_____
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right Under Uniform Gifts to
of survivorship and not as Minors Act
tenants in common
_________________________
State
Additional abbreviations may also be used though not in the above
list.
For Value Received, _____________________________________________
hereby sell, assign and transfer ____ Units represented by this
Certificate unto
_________________________________________________
SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER
OF ASSIGNEE MUST BE PROVIDED
_________________________________________________________________
_
and does hereby irrevocably constitute and appoint
_______________________________________________________________,
attorney, to transfer said Units on the books of the Trustee,
with full power and substitution in the premises.
Dated:
NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of
the Certificate in every
particular, without alteration or
enlargement or any change whatever.
SIGNATURE(S) GUARANTEED BY
___________________________
Firm or Bank
___________________________
Authorized Signature
Signatures must be guaranteed by a guarantor
institution participating in the Securities Transfer
Agents Medallion Program or in such other signature guarantee
program acceptable to the Trustee.
NOW, THEREFORE, in consideration of the premises and of the
mutual agreements herein contained, the Depositor, the Trustee,
the Evaluator and the Portfolio Supervisor agree as follows:
.
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) "Depositor" shall mean Nike Securities L.P. and
its successors in interest, or any successor depositor appointed
as hereinafter provided.
(2) "Trustee" shall mean United States Trust Company
of New York, or any successor trustee appointed as hereinafter
provided.
(3) "Evaluator" shall mean First Trust Advisors L.P.
and its successors in interest, or any successor evaluator
appointed as hereinafter provided.
(4) "Portfolio Supervisor" shall mean First Trust
Advisors L.P. and its successors in interest, or any successor
Portfolio Supervisor appointed as hereinafter provided.
(5) "Business Day" shall mean any day on which the
New York Stock Exchange is open.
(6) "Certificate" shall mean any one of the
certificates executed by the Trustee and the Depositor evidencing
ownership of an undivided fractional interest in a Trust.
(7) "Contract Obligations" shall mean Securities which
are to be acquired by the Trust pursuant to purchase contracts
which have been assigned to the Trustee.
(8) "Distribution Date" shall have the meaning
assigned to it in the Trust Agreement.
(9) "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 series of the Fund.
(10) "Initial Date of Deposit" shall have the meaning
assigned to it in the Trust Agreement.
(11) "Letter of Credit" shall mean an irrevocable
letter or letters of credit of a financial institution deposited
by the Depositor with the Trustee on the Initial Date of Deposit
in an amount at least equal to the purchase price of the
Securities.
(12) "Mutual Fund" shall mean any open-end diversified
management investment company deposited in a Trust as specified
in the Trust Agreement thereof.
(13) "Notice of Deposit of Additional Securities" shall
mean an amendment or supplement to the Indenture pursuant to
Section 2.01(b) for the purpose of depositing additional
securities in the Trust Fund and issuing additional Units.
(14) "Percentage Ratio" shall mean, for each Trust
which will issue additional Units pursuant to Section 2.03
hereof, the percentage relationship existing on the Initial Date
of Deposit between (1) the maturity value per Unit of the Zero
Coupon Obligations and (2) the number of Mutual Fund shares per
Unit. Such Percentage Ratio shall be calculated and included in
each Trust Agreement and each Notice of Deposit of Additional
Securities.
(15) "Prospectus" shall mean the prospectus relating to
the Trust Fund filed with the Securities and Exchange Commission
pursuant to Rule 497(b) under the Securities Act of 1933, as
amended, and dated the date of the Trust Agreement.
(16) "Record Date" shall have the meaning assigned to
it in the Trust Agreement.
(17) "Reinvestment Program" shall mean the program for
reinvestment of principal, income and capital gains payments
payable to a Unit holder, in additional shares of the Mutual Fund
in such Trust Fund.
(18) "Replacement Security" shall have the meaning
assigned to it in Section 3.13 hereof.
(19) "Restricted Securities" shall mean those
Securities that cannot be sold publicly by the Trustee without
registration under the Securities Act of 1933, as amended.
(20) "Securities" shall mean Zero Coupon Obligations
and Mutual Fund shares deposited in the Trust Fund, which
Securities are listed in Schedule A to the Trust Agreement or are
Securities deposited in the Trust Fund pursuant to
Section 2.01(b) hereof, and Replacement Securities acquired
pursuant to Section 3.13 hereof, as may from time to time to be
construed to be held as part of the Trust Fund.
(21) "Trust Fund" or "Fund" shall mean the collective
Trusts created by the Trust Agreement, which shall consist of
Securities held pursuant and subject to the Indenture, together
with all undistributed income or other amounts received or
accrued thereon, any undistributed cash held in the Income and
Capital Accounts or otherwise realized from the sale, redemption,
liquidation or maturity thereof. Such amounts as may be on
deposit in the Reserve Account as hereinafter established shall
be excluded from the Trust Fund.
(22) "Trust" or "Trusts" shall mean the separate trust
or trusts created by the Trust Agreement, the Securities
constituting the portfolio which is listed in Schedule A attached
to the Trust Agreement.
(23) "Trust Agreement" shall mean the Trust Agreement
for the particular series of the Fund into which these Standard
Terms and Conditions of Trust are incorporated.
(24) "Unit" shall mean each Unit of fractional
undivided interest in and ownership of the Trust which shall be
initially equal to the fraction specified in the Trust Agreement,
the denominator of which fraction shall be (1) increased by the
number of any additional Units issued pursuant to Section 2.03
hereof and (2) decreased by the number of any Units redeemed as
provided in Section 5.02 hereof. Whenever reference is made
herein to the "interest" of a Unit holder in the Trust or in the
Income and Capital Accounts, it shall mean such fractional
undivided interest represented by the number of Units held of
record by such Unit holder.
(25) "Unit holder" shall mean the registered holder of
any Unit, whether or not in certificated form, as recorded on the
registration books of the Trustee.
(26) "Zero Coupon Obligations" shall mean any zero
coupon bonds, i.e., obligations which accrue but do not pay
income currently, are sold at a discount from principal value and
represent an obligation to receive the principal value thereof at
a future date, issued by the U.S. government, which are deposited
in a Trust Fund. Only Zero Coupon Obligations which, if
certificated, are or may be registered and held by the Trustee in
book entry form on the registration books of a bank or clearing
house authorized to have custody of assets of a unit investment
trust pursuant to the Investment Company Act of 1940 shall be
eligible for deposit in any Trust Fund.
(27) 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.
(28) 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.
ARTICLE II
DEPOSIT OF SECURITIES; ACCEPTANCE OF TRUST; FORM AND ISSUANCE
OF CERTIFICATES; SEPARATE TRUSTS
Section 2.01. Deposit of Securities. (a) The
Depositor, on the date of the Trust Agreement, has deposited with
the Trustee in trust the Securities listed in Schedule A to the
Trust Agreement in bearer form or duly endorsed in blank or
accompanied by all necessary instruments of assignment and
transfer in proper form or Contract Obligations relating to such
Securities to be held, managed and applied by the Trustee as
herein provided. The Depositor shall deliver the Securities
listed on said Schedule A to the Trustee which were not actually
delivered concurrently with the execution and delivery of the
Trust Agreement and which were represented by Contract
Obligations within 10 calendar days after said execution and
delivery (the "Delivery Period"). If a contract to buy such
Securities between the Depositor and seller is terminated by the
seller thereof for any reason beyond the control of the
Depositor, or if for any other reason the Securities are not
delivered to the Trust by the end of the Delivery Period, the
Trustee shall immediately draw on the Letter of Credit, if any,
in its entirety, apply the monies in accordance with
Section 2.01(d), and the Depositor shall forthwith take the
remedial action specified in Section 3.13. If the Depositor does
not take the action specified in Section 3.13 within 10 calendar
days of the end of the Delivery Period, the Trustee shall
forthwith take the action specified in Section 3.13. The Trustee
has received a letter from independent public accountants
verifying the computations that Unit holders will receive $10.00
per Unit upon the Mandatory Termination Date.
(b) From time to time following the Initial Date of
Deposit, the Depositor is hereby authorized, in its discretion,
to assign, convey to and deposit with the Trustee additional
Securities, duly endorsed in blank or accompanied by all
necessary instruments of assignment and transfer in proper form
(or Contract Obligations relating to such Securities), to be
held, managed and applied by the Trustee as herein provided.
Such deposit of additional Securities shall be made, in each
case, pursuant to a Notice of Deposit of Additional Securities
from the Depositor to the Trustee with a copy to Standard &
Poor's Corporation so long as Units of the Trust are rated by
them. The Trustee shall not accept any deposit pursuant to this
Section 2.01(b) unless the Depositor and Trustee have each
determined that the maturity value of the Zero Coupon Obligations
included in the deposit, divided by the number of Units created
by reason of the deposit, shall equal $10.00; written
certifications of such determinations shall be executed by the
Depositor and Trustee and preserved in the Trust records with a
copy of each such written certification to Standard & Poor's
Corporation so long as Units of the Trust are rated by them. The
Depositor shall, at its expense, cause independent public
accountants to review the Trust's holdings at the later of
(i) such time as the Depositor determines no further deposits
shall be made pursuant to this paragraph and (ii), as of the 90th
day following the initial deposit, for the purpose of certifying
whether the face value of the Zero Coupon Obligations then held
by the Trust divided by the Units then outstanding equals $10.00.
A copy of each written report from the independent public
accountants based on their review will be provided to Standard &
Poor's Corporation so long as Units of the Trust are rated by
them. The Depositor, in each case, shall ensure that each
deposit of additional Securities pursuant to this Section shall
be, as nearly as is practicable, in the identical ratio as the
Percentage Ratio for such Securities as is specified in the Trust
Agreement for each Trust and that such Securities are identical
to those deposited on the Initial Date of Deposit. The Depositor
shall deliver the additional Securities which were not delivered
concurrently with the deposit of additional Securities and which
were represented by Contract Obligations within 10 calendar days
after such deposit of additional Securities (the "Additional
Securities Delivery Period"). If a contract to buy such
Securities between the Depositor and Seller is terminated by the
Seller thereof for any reason beyond the control of the Depositor
or if for any other reason the Securities are not delivered to
the Trust by the end of the Additional Securities Delivery Period
for such deposit, the Trustee shall immediately draw on the
Letter of Credit, if any, in its entirety, apply the monies in
accordance with Section 2.01(d), and the Depositor shall
forthwith take the remedial action specified in Section 3.13. If
the Depositor does not take the action specified in Section 3.13
within 10 calendar days of the end of the Additional Securities
Delivery Period, the Trustee shall forthwith take the action
specified in Section 3.13.
(c) In connection with the deposits described in
Section 2.01 (a) and (b), the Depositor has, in the case of
Section 2.01(a) deposits, and, prior to the Trustee accepting a
Section 2.01(b) deposit, will, deposit cash and/or Letter(s) of
Credit (meeting the conditions set forth in Section 2.05) in an
amount sufficient to purchase the Contract Obligations (the
"Purchase Amount") relating to Securities which are not actually
delivered to the Trustee at the time of such deposit, plus in the
case of Contract Obligations which are Zero Coupon Obligations an
additional amount which when added to the Purchase Amount
attributable to the Zero Coupon Obligations (the "Zero Coupon
Obligation Purchase Amount") equals 140% of the Zero Coupon
Obligation Purchase Amount, the terms of which unconditionally
allow the Trustee to draw on the full amount of the available
Letter of Credit. The Trustee may deposit such cash or cash
drawn on the Letter of Credit in a non-interest bearing account
for the Trust.
(d) In the event that the purchase of Contract
Obligations pursuant to any contract shall not be consummated in
accordance with said contract or if the Securities represented by
Contract Obligations are not delivered to the Trust in accordance
with Section 2.01(a) or 2.01(b) and the monies, or, if
applicable, the monies drawn on the Letter of Credit, deposited
by the Depositor are not utilized for Section 3.13 purchases of
New Securities, such funds, to the extent of the purchase price
of failed Contract Obligations for which no Replacement Security
will be acquired pursuant to Section 3.13, plus all amounts
described in the next succeeding two sentences, shall be credited
to the Capital Account and distributed pursuant to Section 3.05
to Unit holders of record as of the Record Date next following
the failure of consummation of such purchase. The Depositor
shall cause to be refunded to each Unit holder his pro rata
portion of the sales charge levied on the sale of Units to such
Unit holder attributable to such Failed Security or Failed
Contract Obligation. The Depositor shall also pay to the
Trustee, for distribution to the Unit holders, interest on such
Failed Security or Failed Contract Obligation at the rate of 5%
per annum or the coupon rate thereon, whichever is greater, to
the date the Depositor is notified of the failure. Any amounts
remaining from monies drawn on the Letter of Credit which are not
used to purchase New Securities or are not used to provide
refunds to Unit holders shall be paid to the Depositor.
(e) The Trustee is hereby irrevocably authorized to
effect registration or transfer of the Securities in fully
registered form to the name of the Trustee or to the name of its
nominee.
(f) In connection with and at the time of any deposit
of additional Securities pursuant to Section 2.01 (b), the Depositor
shall exactly replicate Cash (as defined below) received or
receivable by the Trust as of the date of such deposit. For purposes
of this paragraph, "Cash" means, as to the Capital Account, cash or
other property (other than Securities) on hand in the Capital Account
or receivable and to be credited to the Capital Account
as of the date of the deposit (other than amounts to be distributed
solely to persons other than holders of Units created by the deposit)
and, as to the Income Account, cash or other property (other than
Securities) received by the Trust as of the date of the deposit or
receivable by the Trust in respect of a coupon or record date which
has occurred or will occur before the Trust will be the holder of
record of a Security, reduced by the amount of any cash or other
property received or receivable on any Securities allocable (in
accordance with the Trustee's calculation of the monthly distribution
from the Income Account pursuant to Section 3.05) to a distribution
made or to be made in respect of a Record Date occurring prior to the
deposit. Such replication will be made on the basis of a fraction,
the numerator of which is the number of Units created by the deposit
and the denominator of which is the number of Units which are
outstanding immediately prior to the deposit.
Section 2.02. Acceptance of Trust. The Trustee hereby
declares it holds and will hold each Trust as Trustee in trust
upon the trusts herein created for the use and benefit of the
Unit holders, subject to the terms and conditions of this
Indenture.
Section 2.03. Issuance of Units. (a) The Trustee
hereby acknowledges receipt of the deposit of the Securities
listed in Schedule A to the Trust Agreement and referred to in
Section 2.01 hereof and, simultaneously with the receipt of said
deposit, has recorded on its books the ownership, by the
Depositor or such other person or persons as may be indicated by
the Depositor, of the aggregate number of Units specified in the
Trust Agreement and has delivered, or on the order of the
Depositor will deliver, in exchange for such Securities,
documentation evidencing the ownership of the number of Units
specified substantially in the form above recited, representing
the ownership of those Units. The Trustee hereby agrees that on
the date of any Notice of Deposit of Additional Securities from
the Depositor to the Trustee, it shall acknowledge that the
additional Securities identified therein have been deposited with
it by recording on its books the ownership, by the Depositor or
such other person or persons as may be indicated by the
Depositor, of the aggregate number of Units to be issued in
respect of such additional Securities so deposited, and shall, if
so requested, execute documentation substantially in the form
above recited representing the ownership of an aggregate number
of those Units. In the event that the Depositor determines that
the actual Percentage Ratio between the Zero Coupon Obligations
and the Mutual Fund shares is different from the original
Percentage Ratio established on the Initial Date of Deposit,
additional Securities may be deposited in the Trust only in the
original Percentage Ratio or as nearly as is practicable to the
original Percentage Ratio.
(b) Under the terms and conditions of the Indenture and at
such times as are permitted by the Trustee, Units may also be
held in uncertificated form. Unit holders may elect to have
their Units held in uncertificated form by surrendering their
Certificate to the Trustee for cancellation. At such time, an
appropriate notation will be made in the registration book of the
Trustee to indicate that the Units formerly evidenced by such
canceled Certificate are Units held in uncertified form. The
Trustee shall, at the request of the holder of any Units held in
uncertificated form, issue a new Certificate to evidence such
Units and at such time make an appropriate notation in the
registration books of the Trustee. Certificates, if requested,
will be issued in denominations of one Unit, or any multiple
thereof, subject to the Trust Fund's minimum investment
requirements. The rights set forth in this Indenture of any
holder of Units held in uncertificated form shall be the same as
those of any other Unit holder.
Section 2.04. Form of Certificates. Each Certificate
referred to in Section 2.03 is, and each Certificate hereafter
issued shall be, in substantially the form hereinabove recited,
numbered serially for identification, in fully registered form,
transferable only on the books of the Trustee as herein provided,
executed manually by an authorized officer of the Trustee and in
facsimile by the President or one of the Vice Presidents of the
general partner of the Depositor and dated the date of execution
and delivery by the Trustee.
Section 2.05. Letter of Credit The Trustee shall not
accept any Letter of Credit under this Indenture unless (i) the
issuer thereof has a rating on its unsecured debt of AAA or A1+
by Standard & Poors Corporation and (ii) the stated expiration
date of the Letter of Credit is thirty days from the respective
date of deposit of Contract Obligations pursuant to Section
2.01(a) or 2.01(b). The Trustee is authorized to downpost the
amount available under the Letter of Credit, if any, deposited by
the Depositor by an amount equal to the purchase price of
Contract Obligations representing Mutual Fund shares delivered to
the Trust and 140% of the purchase price of Contract Obligations
representing Zero Coupon Obligations delivered to the Trust on
the date of delivery of such Mutual Fund shares or Zero Coupon
Obligations.Section 2.05. Letter of Credit The Trustee shall
not accept any Letter of Credit under this Indenture unless (i)
the issuer thereof has a rating on its unsecured debt of AAA or
A1+ by Standard & Poors Corporation and (ii) the stated
expiration date of the Letter of Credit is thirty days from the
respective date of deposit of Contract Obligations pursuant to
Section 2.01(a) or 2.01(b). The Trustee is authorized to
downpost the amount available under the Letter of Credit, if any,
deposited by the Depositor by an amount equal to the purchase
price of Contract Obligations representing Mutual Fund shares
delivered to the Trust and 140% of the purchase price of Contract
Obligations representing Zero Coupon Obligations delivered to the
Trust on the date of delivery of such Mutual Fund shares or Zero
Coupon Obligations.
Section 2.06. Separate Trusts. The Trusts created by
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 Certificates representing the ownership
of an undivided fractional interest in one Trust shall not be
exchangeable for Certificates representing the ownership of an
undivided fractional interest in any other.
ARTICLE III
ADMINISTRATION OF FUND
Section 3.01. Initial Cost. The cost of the initial
preparation, printing and execution of the Certificates and the
Indenture, the initial fees of the Trustee, the fees of the
Evaluator during the initial offering period, and other
reasonable expenses in connection therewith shall be paid by the
Depositor; provided, however, that the liability on the part of
the Depositor for such initial costs, fees and expenses (other
than the Evaluator's fee as provided above) shall not include any
fees, costs or other expenses incurred in connection herewith
after the execution of the Trust Agreement and the deposit
referred to in Section 2.01.
Section 3.02. Income Account. The Trustee shall
collect the income from the Securities in each Trust as such
becomes payable (including all monies representing penalties for
the failure to make timely payments on the Securities, or as
liquidated damages for default or breach of any condition or term
of the Securities or of the underlying instrument relating to any
Securities and other income attributable to a Failed Security or
a Failed Contract Obligation for which no Replacement Security or
Replacement Contract Obligation has been obtained pursuant to
Section 3.13 hereof) and any Rule 12b-1 fees rebated in
accordance with any exemptive orders obtained from the Securities
and Exchange Commission by or on behalf of the Fund and credit
such income to a separate account for each Trust to be known as
the "Income Account".
Section 3.03. Capital Account. All monies received by
the Trustee in respect of the Securities, other than amounts
credited to the Income Account, shall be credited to a separate
account to be known as the "Capital Account" (except for monies
deposited by the Depositor or monies pursuant to draws on the
Letter of Credit for purchase of Securities or Contract
Obligations pursuant to Section 2.01, which shall be separately
held in trust by the Trustee for such purpose and shall not be
credited to the Capital Account except as provided in
Section 2.01(d)).
Section 3.04. Reserve Account. From time to time, the
Trustee shall withdraw from the cash on deposit in the Income
Account or the Capital Account of the appropriate 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 the Trust. Such
amounts so withdrawn shall be credited to a separate account for
each Trust to be known as the "Reserve Account". The Trustee
shall not be required to distribute to the Unit holders 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 the payment of any applicable taxes or other
governmental charges, then it shall promptly deposit such amounts
in the Account from which withdrawn, or if the Trust shall have
terminated or shall be in the process of termination, the Trustee
shall distribute to each Unit holder in accordance with
Section 8.02(d) such holder's interest in the Reserve Account.
Section 3.05. Deductions and Distributions.
I. 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 and shall then with
respect to each Trust:
(a) deduct from the Income Account or, to the extent
funds are not available in such Account, from the Capital Account
and pay to itself individually the amounts that it is at the time
entitled to receive pursuant to Section 6.04;
(b) 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 Evaluator the amount that it is
at the time entitled to receive pursuant to Section 4.03;
(c) deduct from the Income Account or, to the extent
funds are not available in such Account, from the Capital Account
and pay to counsel, as hereinafter provided for, an amount equal
to unpaid fees and expenses, if any, of such counsel pursuant to
Section 3.08, as certified to by the Depositor; and
(d) 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 Portfolio Supervisor the amount
that it is at the time entitled to receive pursuant to
Section 3.14.
(e) deduct from the Income Account or, to the extent
funds are not available in such Account, from the Principal
Account and pay to the Depositor the amount that it is entitled
to receive pursuant to Section 3.15.
II. (a) On each Distribution Date, the Trustee shall
distribute an amount per Unit equal to such Unit holder's Income
Distribution (as defined below) computed as of the close of
business on the Record Date immediately preceding such
Distribution Date plus such Unit holder's pro rata share of the
balance of the Capital Account (except for monies on deposit
therein required to purchase Contract Obligations) to each Unit
holder of record at the close of business on the Record Date.
The Trust shall provide the following distribution elections:
(1) distributions to be made by mail addressed to the post office
address of the Unit holder as it appears on the registration
books of the Trustee, (2) distributions to be made to the Trustee
as agent for the Unit holder for purchase of shares of the Mutual
Fund applicable to the Trust (which shall be the Unit holders
deemed election), such purchase to be made at the net asset value
computed by the Mutual Fund five Business Days prior to the
applicable Distribution Date (or the net asset value for such
other day as will allow settlement of the purchase, in accordance
with the Mutual Fund's customary settlement procedures, on the
applicable Distribution Date) or (3) distributions to be made to
the designated agent for any other reinvestment program when, as
and if available to the Unit holder through the Depositor. Any
election other than a deemed election as described in the
preceding sentence, and any change in a prior election, shall be
by written notice to, and in form satisfactory to, the Trustee
and must be received, in proper form and properly executed, by
the Trustee by its close of business on the tenth day prior to
the Record Date for the applicable distribution (or the first
Business Day prior thereto if such day is not a Business Day). A
distribution election shall remain in effect until changed as
specified in the preceding sentence. Distributions to Unit
holders who do not effectively elect a cash distribution or
investment in such other reinvestment program as may be offered
by the Depositor shall be invested in shares of the Mutual Fund
applicable to the Trust as provided in clause (2) above. The
Trustee, as Trustee and as agent for investment of distributions,
shall be entitled to rely conclusively on the written notice of
investment election, or absence thereof, provided by the Unit
holder and shall have no liability for loss or damage resulting
from investment, or lack thereof, pursuant to such notice or
absence thereof. A transferee of any Unit may make his
distribution election in the manner as set forth above. The
Trustee shall be entitled to receive in writing a notification
from the Unit holder as to his or her change of address.
(b) For the purposes of this Section 3.05, the Unit
holder's Income Distribution shall be equal to such Unit holder's
pro rata share of the cash balance (other than amortized
discount) in the Income Account computed as of the close of
business on the Record Date immediately preceding such Income
Distribution after deduction of (i) the fees and expenses then
deductible pursuant to Section 3.05 I. and (ii) the Trustee's
estimate of other expenses properly chargeable to the Income
Account pursuant to the Indenture which have accrued, as of such
Record Date or are otherwise properly attributable to the period
to which such Income Distribution relates. For the purposes of
computing the Income Distribution, the cash balance of the Income
Account as of a Record Date shall be deemed to include dividends
declared and receivable on the Mutual Fund shares as of such
Record Date, provided that such dividends are received by the
Trustee on or prior to the following Distribution Date.
(c) The amount to be so distributed to each Unit
holder shall be that pro rata share of the balance of the Income
and Capital Accounts, computed as set forth herein, as shall be
represented by the Units registered in the name of such Unit
holder. In the computation of each such pro rata share,
fractions of less than one cent shall be omitted. After any such
distribution provided for above, any cash balance remaining in
the Income Account or the Capital Account shall be held in the
same manner as other amounts subsequently deposited in each of
such accounts, respectively.
(d) Principal and other income attributable to
Securities or Contract Obligations which the Depositor shall have
declared by written notice to the Trustee to either be Failed
Securities or Failed Contract Obligations for which Replacement
Securities or Replacement Contract Obligations are not to be
substituted pursuant to Section 3.13 hereof shall be distributed
not more than 120 days after the receipt of such notice by the
Trustee or at such earlier time in such manner as the Trustee in
its sole discretion deems to be in the best interest of Unit
holders.
(e) For the purpose of distributions as herein
provided, the Unit holders of record on the registration books of
the Trustee at 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 Unit
holder of record. Nothing herein shall be construed to prevent
the payment of amounts from the Income Account and the Capital
Account to individual Unit holders by means of one check, draft
or other instrument or device provided that the appropriate
statement of such distribution shall be furnished therewith as
provided in Section 3.06 hereof.
Section 3.06. Distribution Statements. 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 of such Trust. The Trustee
shall also furnish each Unit holder with a change of address form
as part of each statement and, at such times as shall be directed
by the Depositor, an election card whereby the Unit holder may
elect to participate in the Reinvestment Program.
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 Unit
holder of a Trust a statement setting forth, with respect to such
calendar year and with respect to such Trust:
(A) as to the Income Account:
(1) the amount of income received or accrued on the
Securities (including amounts received as a portion of the
proceeds of any disposition of Securities and the amount of any
rebated Rule 12b-1 fees);
(2) the amounts paid from the Income Account for
purchases of Securities pursuant to Section 3.13 and for
redemptions pursuant to Section 5.02;
(3) the deductions from the Income Account for payment
into the Reserve Account;
(4) the deductions for applicable taxes and fees and
expenses of the Trustee, the Evaluator, the Portfolio Supervisor,
counsel, auditors and any expenses paid by the Trust pursuant to
Section 3.05;
(5) the amounts reserved for purchases of Contract
Obligations or for purchases made pursuant to Section 3.13; and
(6) 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;
(B) as to the Capital Account:
(1) the date of principal payments and prepayments due
to sale, maturity, redemption, liquidation or disposition of any
of the Securities and the net proceeds received therefrom,
separately stating amounts attributable to short-term capital
gains, excluding any portion thereof credited to the Income
Account;
(2) the deductions from the Capital Account, if any,
for payment of applicable taxes and fees and expenses of the
Trustee, the Evaluator, the Portfolio Supervisor, counsel,
auditors and any expenses paid by the Trust under Section 3.05;
(3) the amount paid for purchases of Securities
pursuant to Section 3.13 and for redemptions pursuant to
Section 5.02;
(4) the deductions from the Capital Account for
payments into the Reserve Account;
(5) the amounts reserved for purchases of Contract
Obligations or for purchases made pursuant to Section 3.13; and
(6) 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
(C) the following information:
(1) a list of Securities as of the last Business Day
of such calendar year, (grouped in the case of fixed income
obligations by coupon and maturity range) and a list which
identifies all Securities sold or other Securities acquired
during such calendar year, if any;
(2) the number of Units outstanding on the last
Business Day of such calendar year,
(3) the Unit Value as defined in Section 5.01 based on
the last Trust Fund Evaluation pursuant to Section 5.01 made
during such calendar year; and
(4) the amounts actually distributed or which are
otherwise attributable to Unit holders 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 for such distributions
and the status of such distributions for Federal income tax
purposes.
Section 3.07. Sale of Securities. If necessary, in
order to maintain the sound investment character of a Trust, the
Depositor may direct the Trustee to sell or liquidate Securities
in such Trust at such price and time and in such manner as shall
be determined by the Depositor, provided that the Depositor has
determined with the advice of the Portfolio Supervisor, if
appropriate, that any one or more of the following conditions
exist (but in the case of Zero Coupon Obligations only upon the
occurrence of events described in (f) and (g) below):
(a) that there has been a default on any of the
Securities in the payment of principal or income, or both, 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
principal or income on any such Securities, or that there exists
any other legal question or impediment affecting such Securities
or the payment of principal of or income from the same;
(c) that there has occurred any breach of covenant or
warranty in any trust indenture or other document, under which
such Securities are outstanding or otherwise relating to the
issuer or the guarantor thereof which would adversely affect,
either immediately or contingently, the payment of principal of
or income from the Securities, or their general credit standing,
or otherwise impair the sound investment character of such
Securities;
(d) that there has been a default in the payment of
principal of or income from or premium, if any, on any other
outstanding obligations of the issuer of such Securities;
(e) that the price of any such Securities had declined
to such an extent or other such market or credit factors exist so
that in the opinion of the Depositor, as evidenced in writing to
the Trustee, the retention of such Securities would be
detrimental to the Trust Fund and to the interest of the Unit
holders;
(f) that all of the Securities in the Trust Fund will
be sold in connection with the termination of the Trust pursuant
to Section 8.02 hereof;
(g) that such sale is required due to Units tendered
for redemption.
Upon receipt of such direction from the Depositor, 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 any
brokerage charges, taxes or other governmental charges, shall
deposit such net proceeds in the Capital Account; provided,
however, that Zero Coupon Obligations may not be sold to pay the
fees and expenses of the Trust, including the Trustee's fees, the
Portfolio Supervisor's fees and the Evaluator's fees.
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
Depositor 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 except to the extent otherwise
required by Section 3.09 of this Indenture.
Section 3.08. Counsel. The Depositor may employ from
time to time, as it deems necessary or desirable, a firm of
attorneys for any legal services which may be required in
connection with the Securities, including any advice as to
whether any Securities constitute Restricted Securities and any
legal matters relating to the possible disposition or acquisition
of any Securities pursuant to any provisions hereof or for any
other reasons deemed advisable by the Depositor or the Trustee,
in their discretion. The fees and expenses of such counsel may,
at the discretion of the Depositor, be paid by the Trustee from
the Income Account and Capital Account as provided for in
Section 3.05(I)(c) hereof.
Section 3.09. Notice and Sale by Trustee. If at any
time the principal stated value or par value of or income from
any of the Securities shall be in default and not paid or
provision for payment thereof shall not have been duly made, the
Trustee shall notify the Depositor thereof. If within 30 days
after such notification the Depositor has not given any
instruction to sell or hold or has not taken any other action in
connection with such Securities, the Trustee shall sell such
Securities forthwith, and neither the Depositor nor the Trustee
shall be liable or responsible in any way for depreciation or
loss incurred by reason of such sale.
Section 3.10. Trustee not Required to Amortize.
Nothing in this Indenture, or otherwise, shall be construed to
require the Trustee to make any adjustments between the Income
and Capital Accounts by reason of any premium or discount in
respect of any of the Securities.
Section 3.11. Liability of Depositor. The Depositor
shall be under no liability to the Unit holders 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, 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 Depositor 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, bond
counsel or any other persons pursuant to this Indenture and in
furtherance of its duties.
Section 3.12. Notice to Depositor. 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 at least a legally required
number of holders of any Zero Coupon Obligation (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 Zero Coupon Obligations have been issued) the Trustee
shall promptly notify the Depositor and shall thereupon take such
action or refrain from taking any action as the Depositor shall
in writing direct; provided, however, that if the Depositor shall
not within five Business Days of the giving of such notice to the
Depositor 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 the event that the Trustee shall have been notified at
any time of any action to be taken or proposed to be taken by at
least a legally required number of holders of the shares of any
Mutual Fund deposited in a Trust, the Trustee shall take such
action or omit from taking any action, as appropriate, so as to
insure that the shares of such Mutual Fund are voted as closely
as possible in the same manner and the same general proportion,
with respect to all issues, as are the shares of such Mutual Fund
held by owners other than the Trust.
Neither the Depositor nor the Trustee shall be liable to any
person for any action or failure to take action pursuant to the
terms of this Section 3.12 other than failure to notify the
Depositor.
Section 3.13. Replacement Securities. In the event
that any contract to purchase any Contract Obligation is not
consummated in accordance with its terms (a "Failed Contract
Obligation"), the Depositor may instruct the Trustee in writing
to purchase a replacement security as defined herein which has
been selected by the Depositor (the "Replacement Security") or,
if the Depositor does not provide such an instruction, the
Trustee shall purchase a Replacement Security out of funds held
by the Trustee pursuant to Section 3.03. Purchases of
Replacement Securities (the "New Securities") will be made
subject to the conditions set forth below:
(a) The New Securities shall be Zero Coupon
Obligations or Mutual Fund shares as originally selected for
deposit in that series of the Trust and any New Securities which
are Zero Coupon Obligations must have the same maturity value as
the Failed Contract Obligation and, as close as is reasonably
practical, the same maturity date, which must be prior to the
Mandatory Termination Date;
(b) The purchase of the New Securities shall not
adversely affect the Federal income tax status of the Trust;
(c) The purchase price of the New Securities shall not
exceed the total amount of cash deposited, or the amount drawn
under the Letter of Credit deposited, by the Depositor at the
time of the deposit of the Failed Contract Obligation;
(d) The written instructions of the Depositor shall
(i) identify the New Securities to be purchased, (ii) state that
the contract to purchase, if any, to be entered into by the
Trustee is satisfactory in form and substance and (iii) state
that the foregoing conditions of clauses (a) through (d) have
been satisfied with respect to the New Securities; and
(e) The New Securities shall be purchased within
thirty days after the deposit of the Failed Contract Obligation.
Upon satisfaction of the foregoing conditions with respect
to any New Securities which shall be certified by the Depositor
in the written instruction to the Trustee identifying the New
Securities, the Trustee shall enter into the contract to purchase
such New Securities and take all steps reasonably necessary to
complete the purchase thereof. Whenever a New Security is
acquired by the Trustee pursuant to the provisions of this
Section, the Trustee will, as agent for the Depositor, not later
than 5 days after such acquisition, mail to each Unit holder a
notice of such acquisition, including an identification of the
Securities eliminated and the Securities acquired. Amounts in
respect of the purchase price thereof on account of principal
shall be paid out of and charged against the cash deposited, or
the amounts drawn under the Letter of Credit deposited, by the
Depositor at the time of the deposit of the Failed Contract
Obligation. In the event the Trustee shall not consummate any
purchase of New Securities pursuant to this Section 3.13, funds
held for such purchase shall be distributed in accordance with
Section 2.01(d). Any excess of the purchase price of a Failed
Contract Obligation over its corresponding Replacement Security
shall be refunded to the Depositor. The Trustee shall not be
liable or responsible in any way for depreciation or loss
incurred by reason of any purchase made pursuant to, or any
failure to make any purchase authorized by, this Section 3.13.
The Depositor shall not be liable for any failure to instruct the
Trustee to purchase any New Securities, nor shall the Trustee or
Depositor be liable for errors of judgment in respect to this
Section 3.13; provided, however, that this provision shall not
protect the Depositor or the Trustee against any liability to
which they would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of
their duties or by reason of their reckless disregard of their
obligations and duties hereunder.
Section 3.14. Portfolio Supervisor. Subject to
Section 3.15 hereof, as compensation for providing supervisory
portfolio services under this Indenture, the Portfolio Supervisor
shall receive, in arrears, against a statement or statements
therefor submitted to the Trustee monthly or annually an
aggregate annual fee in an amount which shall not exceed $0.15
per 100 Units outstanding as of January 1 of such year except
for a Trust during the year or years in which an initial offering
period as determined in Section 4.01 of this Indenture occurs, in
which case the fee for a month is based on the Units outstanding
at the end of such month, but in no event shall such compensation
when combined with all compensation received from other unit investment
trusts for which the Depositor hereunder is acting as Depositor for providing
such supervisory services in any calendar year exceed the aggregate
cost to the Portfolio Supervisor for the cost of 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 of Shelter" or similar index, if such index
should no longer be published. The consent or concurrence of any Unit
holder hereunder shall not be required for any such adjustment or
increase. Such compensation shall be paid by the Trustee, upon
receipt of invoice therefor from the Portfolio Supervisor, upon
which, as to the cost incurred by the Portfolio Supervisor of
providing services hereunder the Trustee may rely, and shall be
charged against the Income and/or Capital Accounts in accordance
with Section 3.05.
If the cash balance in the Income and Capital Accounts shall
be insufficient to provide for amounts payable pursuant to this
Section 3.14, the Trustee shall have the power to sell
(i) Securities from the current list of Securities designated to
be sold pursuant to Section 5.02 hereof, or (ii) if no such
Securities have been so designated, such Securities 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 3.14, provided however, that Zero Coupon
Obligations may not be sold to pay for amounts payable pursuant
to this Section 3.14. Any moneys payable to the Portfolio
Supervisor pursuant to this Section 3.14 shall be secured by a
lien on the Trust prior to the interest of Unit holders, but no
such lien shall be prior to any lien in favor of the Trustee
under the provisions of Section 6.04 herein.
Except as the context otherwise requires, the Portfolio
Supervisor shall be subject to the provisions of Section 4.05
herein in the same manner as it would if it were the Evaluator.
Section 3.15. Bookkeeping and Administrative Expenses. As
compensation for providing bookkeeping and other administrative
services of a character described in Section 26(a)(2)(C) of the
Investment Company Act of 1940 to the extent such services are in
addition to, and do not duplicate, the services to be provided
hereunder by the Trustee or the Portfolio Supervisor, the
Depositor shall receive against a statement or statements
therefor submitted to the Trustee monthly or annually an
aggregate annual fee in an amount which shall not exceed $0.0010
times the number of Units outstanding as of January 1 of such
year except for a year or years in which an initial offering
period as determined by Section 4.01 of this Indenture occurs, in
which case the fee for a month is based on the number of Units
outstanding at the end of such month (such annual fee to be pro
rated for any calendar year in which the Depositor provides
service during less than the whole of such year), but in no event
shall such compensation when combined with all compensation
received from other unit investment trusts for which the Depositor
hereunder is acting as Depositor for providing such
bookkeeping and administrative services in any calendar year
exceed the aggregate cost to the Depositor of providing services
to such unit investment trusts. Such compensation may, from
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 of Shelter'
or similar index, if such index should no longer be published.
The consent or concurrence of any Unit holder hereunder shall not
be required for any such adjustment or increase. Such
compensation shall be paid by the Trustee, upon receipt of
invoice therefor from the Depositor, upon which, as to the cost
incurred by the Depositor of providing services hereunder the
Trustee may rely, and shall be charged against the Interest and
Principal Accounts on or before the Distribution Date following
the Monthly Record Date on which such period terminates. The
Trustee shall have no liability to any Certificateholder or other
person for any payment made in good faith pursuant to this
Section.
If the cash balance in the Income and Capital Accounts 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 designated to be
sold pursuant to Section 5.02 hereof, or (ii) if no such
Securities have been so designated, such Securities 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 3.15, provided however, that Zero Coupon
Obligations may not be sold to pay for amounts payable pursuant
to this Section 3.15. Any moneys payable to the Depositor
pursuant to this Section 3.15 shall be secured by a prior lien on
the Trust Fund except that no such lien shall be prior to any
lien in favor of the Trustee under the provisions of Section 6.04
herein.
Section 3.16. Abatement of Compensation of the
Trustee, Evaluator, Portfolio Supervisor and Sponsor. To the
extent the cash balances of the Income and Capital Accounts and
the proceeds of sale of Securities other than the Zero Coupon
Obligations shall be insufficient to pay all expenses of the
Trust provided for herein, such expenses shall be paid in the
following order: (i) expenses and disbursements incurred by, and
indemnification due, the Trustee, including legal and auditing
expenses and such amounts as the Trustee may reasonably require
as a reserve for future expenses, including any reserve for its
indemnification, (ii) compensation of the Trustee for
extraordinary services, (iii) compensation of the Trustee for its
ordinary services, (iv) compensation of the Evaluator, and
(v) compensation of the Portfolio Supervisor, the Sponsor for
Bookkeeping and Administrative Expenses and Depositor's counsel;
provided, further that notwithstanding any other provision to the
contrary in this Indenture and that in the event of such
insufficiency, the Trustee shall continue to pay out of its own
assets all expenses of the Trust with the exception of items (iv)
and (v) above in order that no Zero Coupon Obligations be sold to
pay the fees and expenses of the Trust. The parties hereto agree
that in the event that their fees and expenses are abated
pursuant to this Section 3.16, they forever waive any right to
reimbursement for such fees and expenses abated.
ARTICLE IV
EVALUATION OF SECURITIES; EVALUATOR
Section 4.01. Evaluation by Evaluator. (a) The
Evaluator shall determine separately, and shall promptly furnish
to the Trustee and the Depositor upon request, the value of each
issue of Securities (including Contract Obligations)
("Evaluation") as of the close of trading on the New York Stock
Exchange (the "Evaluation Time") (i) on each Business Day during
the period which the Units are being offered for sale to the
public and (ii) on any other day on which a Trust Fund Evaluation
is to be made pursuant to Section 5.01 or which is requested by
the Depositor or the Trustee. For each Trust, the close of
trading on the New York Stock Exchange shall be 4:00 p.m. Eastern
time. As part of the Trust Evaluation, the Evaluator shall
determine separately and promptly furnish to the Trustee and the
Depositor upon request the Evaluation of each issue of Securities
initially deposited in the Trust on the Initial Date of Deposit.
The Evaluator's determination of the offering prices of the
Securities on the Initial Date of Deposit shall be included in
Schedule A attached to the Trust Agreement.
(b) During the initial offering period namely, from
the date of effectiveness of the Registration Statement under the
Securities Act of 1933 relating to the Units, to and including
the day which is designated in writing by the Depositor to the
Trustee and Evaluator as the conclusion of such period, such
Evaluation shall be made in the following manner: if the
Securities are listed on a national securities exchange, such
Evaluation shall generally be based on the closing sale price on
such exchange (unless the Evaluator deems such price
inappropriate as a basis for Evaluation). If the Securities are
not so listed or, if so listed, the principal market therefor is
other than on such exchange or there is no closing sale price on
such exchange, such Evaluation shall generally be based on the
following methods or any combination thereof whichever the
Evaluator deems appropriate: (a) on the basis of current offering
prices for the Zero Coupon Obligations as obtained from
investment dealers or brokers who customarily deal in securities
comparable to those held by the Trust and, with respect to any
Mutual Fund shares deposited in a Trust, the net asset value of
such shares, (b) if offering prices are not available for the
Zero Coupon Obligations, on the basis of the offering price for
comparable securities, (c) by determining the valuation of the
Zero Coupon Obligations on the offering side of the market by
appraisal, or (d) by any combination of the above. For each
Evaluation, the Evaluator shall also confirm and furnish to the
Trustee and the Depositor, on the basis of the information
furnished to the Evaluator by the Trustee as to the value of all
Trust assets other than Securities, the calculation of the Trust
Fund Evaluation to be computed pursuant to Section 5.01.
(c) After the initial offering period and both during
and after the initial offering period, for purposes of the Trust
Fund Evaluations required by Section 5.01 in determining
Redemption Value and Unit Value Evaluation of the Securities
shall be made in the manner described in 4.01(b), on the basis of
current bid prices for the Zero Coupon Obligations and the net
asset value of the Mutual Fund shares.
Section 4.02. Information for Unit Holders. For the
purpose of permitting Unit holders to satisfy any reporting
requirements of applicable federal or state tax law, the
Evaluator shall make available to the Trustee and the Trustee
shall transmit to any Unit holder upon request any determinations
made by it pursuant to Section 4.01.
Section 4.03. Compensation of Evaluator. Subject to
the provision of Section 3.16 hereof, as compensation for its
services hereunder, the Evaluator shall receive against a
statement therefor submitted to the Trustee on or before each
Record Date (upon which the Trustee may rely as the Evaluator's
certification that the amount stated does not exceed the cost incurred
by the Evaluator in providing services as described below), an amount equal
to the amount specified as compensation for the Evaluator in the Trust
Agreement, but in no event shall such compensation when combined with all
compensation received from other unit investment trusts for which the
Depositor hereunder is acting as Depositor for providing such
evaluation services in any calendar year exceed the aggregate
cost to the Evaluator for the cost of providing such services.
Provided, however, if at any time the fee of the Trustee shall
have been increased pursuant to Section 6.04, the compensation of
the Evaluator hereunder shall at the same time be ratably
increased. The Evaluator shall charge a pro rated portion of its
annual fee at the time specified in Section 3.05, which pro rated
portion shall be calculated on the basis of the largest number of
Units in the Trust outstanding as of January 1 of such year
except for a Trust during the year or years in which an initial
offering period as determined in Section 4.01 of this Indenture
occurs, in which case the fee for a month is based on the Units
outstanding at the end of such month. If the cash balance in the
Income and Capital Accounts shall be insufficient to provide for
amounts payable pursuant to this Section 4.03, the Trustee shall
have the power to sell (i) Securities from the current list of
Securities designated to be sold pursuant to Section 5.02 hereof,
or (ii) if no such Securities have been so designated, such
Securities 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 4.03, provided
however, that Zero Coupon Obligations may not be sold to pay for
amounts payable pursuant to this Section 4.03.
Section 4.04. Liability of Evaluator. The Trustee,
the Depositor and the Unit holders may rely on any Evaluation
furnished by the Evaluator and shall have no responsibility for
the accuracy thereof. The determinations made by the Evaluator
hereunder shall be made in good faith upon the basis of the best
information available to it. The Evaluator shall be under no
liability to the Trustee, the Depositor or the Unit holders for
errors in judgment; provided, however, that this provision shall
not protect the Evaluator 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.
Section 4.05. Resignation and Removal of
Evaluator; Successor. (a) The Evaluator may resign and be
discharged hereunder, by executing an instrument in writing
resigning as Evaluator and filing the same with the Depositor and
the Trustee, not less than 60 days before the date specified in
such instrument when, subject to Section 4.05(e), such
resignation is to take effect. Upon receiving such notice of
resignation, the Depositor and the Trustee shall use their best
efforts to appoint a successor evaluator having qualifications
and at a rate of compensation satisfactory to the Depositor and
the Trustee. Such appointment shall be made by written
instrument executed by the Depositor and the Trustee, in
duplicate, one copy of which shall be delivered to the resigning
Evaluator and one copy to the successor evaluator. The Depositor
or the Trustee may remove the Evaluator at any time upon 30 days'
written notice and appoint a successor evaluator having
qualifications and at a rate of compensation satisfactory to the
Depositor and the Trustee. Such appointment shall be made by
written instrument executed by the Depositor and the Trustee, in
duplicate, one copy of which shall be delivered to the Evaluator
so removed and one copy to the successor evaluator. Notice of
such resignation or removal and appointment of a successor
evaluator shall be mailed by the Trustee to each Unit holder then
of record.
(b) Any successor evaluator appointed hereunder shall
execute, acknowledge and deliver to the Depositor and the Trustee
an instrument accepting such appointment hereunder, and such
successor evaluator 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 Evaluator herein and shall be bound by all the
terms and conditions of this Indenture.
(c) In case at any time the Evaluator shall resign and
no successor evaluator shall have been appointed and have
accepted appointment within 30 days after notice of resignation
has been received by the Depositor and the Trustee, the Evaluator
may forthwith apply to a court of competent jurisdiction for the
appointment of a successor evaluator. Such court may thereupon
after such notice, if any, as it may deem proper and prescribe,
appoint a successor evaluator.
(d) Any corporation into which the Evaluator hereunder
may be merged or with which it may be consolidated, or any
corporation resulting from any merger or consolidation to which
the Evaluator hereunder shall be a party, shall be the successor
evaluator 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 the Evaluator 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.
(e) Any resignation or removal of the Evaluator and
appointment of a successor evaluator pursuant to this Section
shall become effective upon acceptance of appointment by the
successor evaluator as provided in subsection (b) hereof.
ARTICLE V
EVALUATION, REDEMPTION, PURCHASE, TRANSFER, INTERCHANGE OR
REPLACEMENT OF UNITS
Section 5.01. Trust Evaluation. 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 Depositor,
the Trustee shall: Add (1) all monies on deposit in the Trust
(excluding (a) cash, cash equivalents or letters of credit
deposited pursuant to Section 2.01 hereof for the purchase of
Securities or Contract Obligations, unless such cash or letters
of credit have been deposited in the Income and Capital Accounts
because of failure to apply such monies to the purchase of
Securities or Contract Obligations pursuant to the provisions of
Sections 2.01, 3.02 and 3.03 hereof and excluding (b) monies
credited to the Reserve Account pursuant to Section 3.04 hereof),
plus (2) the aggregate Evaluation of all Securities (including
Contract Obligations) on deposit in the Trust as is determined by
the Evaluator (such Evaluation to be made on the basis of bid
prices (if Zero Coupon Obligations are sold on such day, then
such Evaluation for the Zero Coupon Obligations shall be at the
weighted average of the execution prices for all Zero Coupon
Obligations sold on such day) for the Zero Coupon Obligations and
Net Asset Value for the Mutual Fund shares for the purpose of
computing redemption value of Units as set forth in Section 5.02
hereof), plus (3) all other income from the Securities (including
dividends receivable on Mutual Fund shares trading ex-dividend as
of the date of such valuation and accrued rebate of Rule 12b-1
fees as reported to the Trustee upon which notification the
Trustee is authorized conclusively to rely) 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 (i) 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, (ii) amounts representing estimated accrued expenses of
such Trust including but not limited to unpaid fees and expenses
of the Trustee, the Evaluator, the Portfolio Supervisor, the
Depositor and counsel, in each case as reported by the Trustee to
the Depositor on or prior to the date of evaluation, and (iii)
any monies identified by the Trustee as held for distribution to
Unit holders of record as of a Record Date or for payment of the
Redemption Value of Units tendered prior to the date of such
Trust Evaluation. The resulting figure is herein called a "Trust
Fund Evaluation." The value of the pro rata share of each Unit
of the respective Trust determined on the basis of any such
evaluation shall be referred to herein as the "Unit Value."
For each day on which the Trustee shall make a Trust Fund
Evaluation it shall also determine "Unit Value" for such day.
Such "Unit Value" shall be determined by dividing said Trust Fund
Evaluation by the number of Units outstanding on such day.
Section 5.02. Redemptions by Trustee; Purchases by Depositor. Any
Certificate tendered for redemption by a Unit holder or his duly authorized
attorney to the Trustee at its unit investment trust office in
the City of New York, or any Unit in uncertificated form tendered
by means of an appropriate request for redemption in form
approved by Trustee shall be paid by the Trustee on the seventh
calendar day 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 on the first Business
Day prior thereto (being herein called the "Settlement Date").
Subject to the next succeeding paragraph and subject to payment
by such Unit holder of any tax or other governmental charges
which may be imposed thereon, such redemption is to be made by
payment of cash equivalent to the Unit Value determined on the
basis of a Trust Fund Evaluation made in accordance with
Section 5.01 determined by the Trustee as of the close of
business on the Redemption Date, multiplied by the number of
Units tendered for redemption (herein called the "Redemption
Value"), or if the Unit holder wishes to redeem a number of Units
less than all those so tendered, multiplied by the number of
Units so designated by such Unit holder for redemption. Units
received for redemption by the Trustee on any day after 4:00 p.m.
Eastern 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 Value computed on that day.
The portion of the Redemption Value which represents income
shall be withdrawn from the Income Account to the extent
available. The balance paid on any Redemption Value, 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 by the Portfolio
Supervisor, 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, provided, however, that Zero Coupon Obligations
may not be sold unless the Depositor and Trustee, which may rely
on the advice of the Portfolio Supervisor, have determined that
the face value of the Zero Coupon Obligations remaining after
such proposed sale, divided by the number of Units outstanding
after the tendered Units are redeemed, shall equal or exceed
$10.00; a written certification as to such determination shall be
executed by the Depositor and Trustee and preserved in the Trust
records with a copy of each such written certification to
Standard & Poor's Corporation so long as Units of the Trust are
rated by them. Within 90 days of the fiscal year end of the
Trust, the Depositor shall obtain, at its expense, an annual
written certification from the independent public accountants as
to such determination which will also be provided to Standard &
Poor's Corporation so long as Units of the Trust are rated by
them. In the event that (i) Zero Coupon Obligations may not be
sold to fund a redemption of Units pursuant to the second
preceding sentence, and (ii) no other Trust assets are available
for liquidation to fund such redemption, the Trustee will advance
to the Trust such amounts as may be necessary to pay the
Redemption Value of the tendered Units. The Trustee shall be
reimbursed the amount of any such advance from the Trust as soon
as Zero Coupon Obligations may be sold in such amount as will not
reduce the face amount of Zero Coupon Obligations still held in
the Trust below the amount required to distribute $10.00 per Unit
from the proceeds of the sale or maturity of the Zero Coupon
Obligations upon the termination of the Trust on the Mandatory
Termination Date. The Trustee shall be deemed to be the
beneficial owner of the Zero Coupon Obligations held in the Trust
to the extent of all amounts advanced by it pursuant to this
Section 5.02, and such advances shall be secured by a lien on the
Trust prior to the interest of Unit holders, provided, however,
that the Trustee's beneficial interest in the Trust and the lien
securing such interest shall not at any time exceed such amount
as would reduce the amount distributable from the Trust upon
maturity or sale of Zero Coupon Obligations upon the termination
of the Trust on the Mandatory Termination Date to less than
$10.00 per Unit. 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. 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 the payment of the Redemption Value
and any portion of the proceeds of such sale 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.
The Trustee may in its discretion, and shall when so
directed by the Depositor in writing, suspend the right of
redemption for Units of a Trust or postpone the date of payment
of the Redemption Value for more than seven calendar 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 is not reasonably
practicable or it is not reasonably practicable fairly to
determine in accordance herewith the value of the Securities; or
(iii) for such other period as the Securities and Exchange
Commission may by order permit, 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.
Not later than 12:00 p.m. Eastern time on the day of tender
of any Certificate or Unit for redemption by a Unit holder other
than the Depositor, the Trustee shall notify the Depositor of
such tender. The Depositor shall have the right to purchase such
Certificate or Unit by notifying the Trustee of its election to
make such purchase as soon as practicable thereafter but in no
event subsequent to 1:00 p.m. Eastern time on the day on which
such Certificate or Unit was tendered for redemption. Such
purchase shall be made by payment by the Depositor to the Unit
holder on the Redemption Date of an amount not less than the
Redemption Value which would otherwise be payable by the Trustee
to such Unit holder. So long as the Depositor maintains a bid in
the secondary market, the Depositor shall repurchase the Units
tendered to the Trustee for redemption but shall
be under no obligation to maintain any bids and may, at any time
while so maintaining such bids, cease to do so immediately at any
time or from time to time without notice.
Any Units so purchased by the Depositor may at the option of
the Depositor 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.
Notwithstanding the foregoing provisions of this
Section 5.02, until 1:30 p.m. Eastern time on the day on which
such Certificate or Unit was tendered for redemption the Trustee
is hereby irrevocably authorized in its discretion, in the event
that the Depositor does not purchase any Units tendered to the
Trustee for redemption, or in the event that a Unit is being
tendered by the Depositor for redemption, in lieu of redeeming
Units, to sell Units in the over-the-counter market through any
broker-dealer of its choice for the account of the tendering Unit
holder at prices which will return to the Unit holder an amount
in cash, net after deducting brokerage commissions, transfer
taxes and other charges, equal to or in excess of the Redemption
Value which such Unit holder would otherwise be entitled to
receive on redemption pursuant to this Section 5.02. The Trustee
shall pay to the Unit holder the net proceeds of any such sale on
the day on which such Unit holder would otherwise be entitled to
receive payment of the Redemption Value hereunder.
The Depositor shall maintain with the Trustee a current list
of Securities designated to be sold for the purpose of funding
the Capital Account for redemption of Units tendered for
redemption and, to the extent necessary, for payment of expenses
under this Indenture. In connection therewith, the Depositor may
specify in the Trust Agreement the minimum principal amounts of
any Securities to be sold at any one time. If the Depositor
shall for any reason fail to maintain such a list, the Trustee
may in its sole discretion designate a current list of Securities
for such purposes but prior to the sale of any Zero Coupon
Obligations the Trustee shall receive a certification from the
Depositor and Trustee to the effect described in the second
paragraph of this Section 5.02. The net proceeds of any sale of
Securities from such list representing income shall be credited
to the Income Account and then disbursed therefrom for payment of
expenses and payments to Unit holders required to be paid under
this Indenture. Any balance remaining after such disbursements
shall remain credited to the Capital Account.
Neither the Depositor nor the Trustee shall be liable or
responsible in any way for depreciation or loss incurred by
reason of any sale of Securities made pursuant to this
Section 5.02.
Certificates evidencing Units redeemed pursuant to this
Section 5.02 shall be cancelled 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 Unit holder, the Trustee shall issue to such Unit
holder unless such Unit holder requests such Units be
uncertificated, upon payment of any tax or charges of the
character referred to in the second paragraph of Section 5.03, a
new Certificate evidencing the Units representing the balance of
the Certificate so tendered and not redeemed.
Section 5.03. Transfer or Interchange of Units;. Units may
be transferred by the registered holder thereof by presentation
and surrender of such Units at the corporate trust office of the
Trustee, properly endorsed or accompanied by a written instrument
or instruments of transfer in form satisfactory to the Trustee
and executed by the Unit holder or his authorized attorney,
whereupon new Units or, if requested, a new registered
Certificate or Certificates for the same number of Units of the
same Trust executed by the Trustee and the Depositor will be
issued in exchange and substitution therefor and Units
surrendered shall be cancelled by the Trustee. The registered
holder of any Unit held in uncertificated form may transfer such
Unit merely by the presentation of transfer instructions, in form
satisfactory to the Trustee, to the Trustee at the unit
investment trust office of the Trustee accompanied by such
documents as the Trustee deems necessary to evidence the
authority of the person making such transfer and executed by the
registered holder or his authorized attorney, whereupon the
Trustee shall make proper notification of such transfer on the
registration books of the Trustee. Certificates issued pursuant
to this Indenture are interchangeable for one or more other
Certificates in an equal aggregate number of Units of the same
Trust and all Certificates issued shall be issued in
denominations of one Unit or any multiple thereof as may be
requested by the Unit holder. The Trustee may deem and treat the
registered Unit holder as the owner of the Units whether or not
held in certificated form for all purposes hereunder and in
either case 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 Certificate
shall be so registered.
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 Unit holder to the Trustee. The
Trustee may require a Unit holder to pay $2.00 for each new
Certificate issued on any such transfer or interchange.
All Certificates cancelled pursuant to this Indenture shall
be disposed of by the Trustee without liability on its part.
Unit holders who have elected to hold their Units in
uncertificated form may at any time request the Trustee to issue
Certificates for such Units. The Trustee shall, upon receipt of
such request in form satisfactory to it, issue such Certificates
as may be requested by such Unit holder; provided that the
Trustee is entitled to specify the minimum denomination of any
Certificate issued.
Section 5.04. Certificates Mutilated, Destroyed, Stolen or
Lost. In case any Certificate shall become mutilated, destroyed,
stolen or lost, the Trustee shall execute and deliver a new
Certificate, if requested, in exchange and substitution therefor
upon the Unit 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 cancelled
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 the related Trust has terminated or is in the
process of termination, the Trustee may, instead of issuing a new
Certificate in exchange and substitution for any Certificate
which shall have become mutilated or shall have been destroyed,
stolen or lost, make the distributions 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 8.02 hereof if the Trustee is furnished
with such security or indemnity 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.
ARTICLE VI
TRUSTEE
Section 6.01. General Definition of Trustees Liabilities,
Rights and Duties;. The Trustee shall in its discretion
undertake such action as it may deem necessary at any and all
times to protect each Trust and the rights and interests of the
Unit holders pursuant to the terms of this Indenture; 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 of such Trust, and the
payment of such costs and expenses shall be secured by a lien on
such Trust prior to the interest of Unit holders, subject to the
provisions of Section 3.16.Section 6.01. General Definition
of Trustees Liabilities, Rights and Duties;. The Trustee shall
in its discretion undertake such action as it may deem necessary
at any and all times to protect each Trust and the rights and
interests of the Unit holders pursuant to the terms of this
Indenture; 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 of such Trust, and
the payment of such costs and expenses shall be secured by a lien
on such Trust prior to the interest of Unit holders, subject to
the provisions of Section 3.16.
In addition to and notwithstanding the other duties, rights,
privileges and liabilities of the Trustee as otherwise set forth,
the liabilities of the Trustee are further defined as follows:
(a) All moneys deposited with or received by the
Trustee hereunder related to a Trust shall be held by the Trustee
or, as the Trustee shall determine, by U.S. Trust Company of California,
N.A., by U.S. Trust Company of Florida or by U.S. Trust Company of
Texas, N.A., each of which is hereby designated as a custodian of
the Trust for such purpose (each being hereinafter referred to as
a "Custodian") without interest in trust within the meaning of the
Investment Company Act of 1940, as part of the Trust Fund 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 or the Custodian so long as such practice preserves a valid
preference under applicable law, or if such preference is not so preserved
the Trustee or Custodian shall handle such moneys in such other manner as
shall constitute the segregation and holding thereof in trust within
the meaning of the Investment Company Act of 1940. The Trustee shall
be answerable for any default or misconduct of any Custodian as fully,
and to the same extent, as if such default or misconduct had been
committed or occasioned by the Trustee.
(b) 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, Units or
Certificates 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, except by reason of its own negligence, lack of good
faith or willful misconduct, provided that the Trustee shall not
in any event be liable or responsible for any evaluation made by
the Evaluator. 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.
(c) 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 Depositor,
the Portfolio Supervisor, or the Evaluator, or for the form,
character, genuineness, sufficiency, value or validity of any of
the 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) or for or in respect of the validity or
sufficiency of the Units or of the Certificates (except for the
due execution thereof by the Trustee) or for the due execution
thereof by the Depositor, and the Trustee shall in no event
assume or incur any liability, duty or obligation to any Unit
holder or the Depositor 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
Depositor, the Portfolio Supervisor or the Evaluator.
(d) The Trustee shall be under no 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. The Trustee shall, in
its discretion, undertake such action as it may deem necessary at
any and all times to protect the Trust and the rights and
interests of the Unit holders pursuant to the terms of this
Indenture, 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.
(e) The Trustee may employ agents, 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. 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 and auditors shall
constitute an expense of the Trust reimbursable from the Income
and Capital Accounts of the affected Trust as set forth in
Section 6.04 hereof.
(f) If at any time the Depositor 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 Depositor shall become incapable of acting or shall be
adjudged a bankrupt or insolvent, or a receiver of such Depositor
or of its property shall be appointed, or any public officer
shall take charge or control of such Depositor or of its property
or affairs for the purpose of rehabilitation, conservation or
liquidation, then in any such case, the Trustee may: (1) appoint
a successor depositor (which may be the Trustee) who shall act
hereunder in all respects in place of such Depositor, which
successor shall be satisfactory to the Trustee, and which may be
compensated at rates deemed by the Trustee to be reasonable under
the circumstances, by deduction ratably from the Income Account
of the affected Trusts or, to the extent funds are not available
in such Account, from the Capital Account of the affected 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 (2) terminate this Indenture and the trust created
hereby and liquidate the Trust Fund in the manner provided in
Section 8.02.
(g) If by reason of the Depositor's redemption of
Units of a Trust not theretofore sold constituting more than 60%
of the number of Units initially authorized, the net worth of the
Trust is reduced to less than 40% of the aggregate principal
amount of Securities deposited in such Trust at the termination
of the Initial Offering Period, the Trustee shall terminate this
Indenture and the trust created hereby and liquidate such Trust,
all in the manner provided in Section 8.02.
(h) In no event shall the Trustee 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
hereunder or upon or in respect of any Trust 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 incur with respect to such taxes or charges, the
Trustee shall be reimbursed and indemnified out of the Income and
Capital Accounts of the affected Trust, and the payment of such
amounts so paid by the Trustee shall be secured by a prior lien
on such Trust.
(i) No payment to a Depositor or to any principal
underwriter (as defined in the Investment Company Act of 1940)
for the Trust or to any affiliated person (as so defined) or
agent of a Depositor 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.
(j) The Trustee, except by reason of its own
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, rights
or powers conferred upon it by this Indenture.
(k) 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.
(1) The Trust may include a letter or letters of
credit meeting of the requirements of Section 2.05 for the
purchase of Securities or Contract Obligations issued by the
Trustee in its individual capacity for the account of the
Depositor and the Trustee may otherwise deal with the Depositor
and the Trust within the same rights and powers as if it were not
the Trustee hereunder, provided that the Trustee's unsecured debt
is rated AAA or Al+ by Standard & Poor's Corporation.
Notwithstanding any provision to the contrary in this
Indenture, no Zero Coupon Obligations may be sold to pay the fees
and expenses of the Trust, including, without limitation, fees
and expenses set forth in Section 8.02(a), (b) and (c).
Section 6.02. Books, Records and Reports. The Trustee
shall keep proper books of record and account of all the
transactions of each Trust under this Indenture at its corporate
trust office, including a record of the name and address of, and
the Units issued by each Trust and held by, every Unit holder,
and such books and records of each Trust shall be open to
inspection by any Unit holder of such Trust at all reasonable
times during the usual business hours. The Trustee shall make
such annual or other reports as may from time to time be required
under any applicable state or federal statute or rule or
regulation thereunder.
So long as the Depositor is making a secondary market for
the Units and otherwise as desired by the Trustee, the accounts
of the Trust shall be audited not less than annually by
independent public accountants designated from time to time by
the Depositor and the Trustee and the reports of such accountants
shall be furnished by the Trustee to Standard & Poor's
Corporation so long as Units of the Trust are rated by them and,
upon request, to Unit holders. So long as the Depositor is
making a secondary market for Units, the Depositor shall bear the
cost of such annual audits to the extent such cost exceeds $.50
per 100 Units of approximately $10.00 per Unit value on the
Initial Date of Deposit (such number to be adjusted appropriately
with respect to Trusts having different initial Unit value).
To the extent permitted under the Investment Company Act of
1940 as evidenced by an opinion of independent counsel to the
Depositor satisfactory to the Trustee or "no-action" letters
issued by or published interpretations of the staff of the
Securities and Exchange Commission, the Trustee shall pay, or
reimburse to the Depositor or others, from the Income or Capital
Account the costs of the preparation of documents and information
with respect to each Trust required by law or regulation in
connection with the maintenance of a secondary market in units of
each Trust. Such costs may include but are not limited to
accounting and legal fees, blue sky registration and filing fees,
printing expenses and other reasonable expenses related to
documents required under Federal and state securities laws.
Section 6.03. Indenture and List of Securities on File.
The Trustee shall keep a certified copy or duplicate original of
this Indenture on file at its corporate trust office available
for inspection at all reasonable times during the usual business
hours by any Unit holder, together with a current list of the
Securities in each Trust.
Section 6.04. Compensation. Subject to the provisions of
Section 3.16 hereof, including the assumption of expenses
therein, the Trustee shall receive at the times set forth in
Section 3.05, as compensation for performing ordinary normal
recurring services under this Indenture, an amount calculated at
the annual compensation rate stated in the Trust Agreement. The
Trustee shall charge a pro rated portion of its annual fee at the
times specified in Section 3.05, which pro rated portion shall be
calculated on the basis of the largest number of Units in the
Trust outstanding as of January 1 of such year except for a Trust
during the year or years in which an initial offering period as
determined in Section 4.01 of this Indenture occurs, in which
case the fee for a month is based on the Units outstanding at the
end of such month. The Trustee may from time to time adjust its
compensation as set forth above, provided that 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". The consent or concurrence of any Unit holder
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 each Trust on or
immediately after the Record 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.
The Trustee shall charge the Income and Capital Accounts for
any and all 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. 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; provided, however, that
no Zero Coupon Obligations may be sold to pay any fees or
expenses of the Trust. If other Securities are not available in
the Trust's Accounts to sell for such purpose, then such fees and
expenses shall be paid in accordance with Section 3.16 hereof.
The Trustee shall not be liable or responsible in any way for
depreciation or loss incurred by reason of any such sale.
The Trustee shall be indemnified ratably by the affected
Trust and held harmless against any loss or liability accruing to
it without negligence, bad faith or willful misconduct on its
part, arising out of or in connection with the acceptance or
administration of this Trust, including the costs and expenses
(including counsel fees) of defending itself against any claim of
liability in the premises, including any loss, liability or
expense incurred in acting pursuant to written directions to the
Trustee given by the Depositor from time to time in accordance
with the provisions of this Indenture or in undertaking actions
from time to time which the Trustee deems necessary in its
discretion to protect the Trust and the rights and interests of
the Unit holders pursuant to the terms of this Indenture. Any
monies payable to the Trustee under this Section 6.04 shall be
secured by a lien on the Trust prior to the interest of Unit
holders.
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 Trusts created by
this Indenture, by executing an instrument in writing resigning
as Trustee of such Trusts and filing same with the Depositor and
mailing a copy of a notice of resignation to all Unit holders
then of record, not less than 60 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 Depositor 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 Depositor 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 Unit
holder then of record and to Standard & Poor's Corporation so
long as Units of the Trust are rated by them.
(b) Any successor trustee appointed hereunder shall
execute, acknowledge and deliver to the Depositor and to the
resigning or removed 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 and 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. Upon the request of such successor trustee, the
Depositor and the resigning or removed Trustee shall, upon
payment of any amounts due the resigning or removed Trustee, or
provision therefor to the satisfaction of such resigning or
removed Trustee, execute and deliver an instrument acknowledged
by it transferring to such successor trustee all the rights and
powers of the resigning or removed Trustee; and the resigning or
removed 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 resigning or removed 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. The retiring Trustee
shall, nevertheless, retain a lien upon all Securities and money
held by it hereunder to secure any amounts then due the retiring
Trustee.
(c) In case at any time the Trustee shall resign and
no successor trustee shall have been appointed and have accepted
appointment within 30 days after notice of resignation has been
received by the Depositor, 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.
(d) Any corporation into which any trustee hereunder
maybe merged or with which it may be consolidated, or any
corporation 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.
(e) Any resignation or removal of the Trustee and
appointment of a successor trustee pursuant to this Section shall
become effective upon acceptance of appointment by the successor
trustee as provided in subsection (b) hereof.
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 UNIT HOLDERS
Section 7.01. Beneficiaries of Trust. By the purchase and
acceptance or other lawful delivery and acceptance of any Unit,
whether certificated or not, the Unit holder shall be deemed to
be a beneficiary of such Trust created by this Indenture and
vested with all right, title and interest in such Trust to the
extent of the Unit or Units set forth and subject to the terms
and conditions of this Indenture.
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 Unit holders shall have the
following rights and powers and shall be subject to the following
terms and conditions:
(a) A Unit holder may at any time prior to the
Trustee's close of business as of the date on which the Trust is
terminated tender his Units or his Certificate(s) if held in
certificated form (including any temporary Certificate or other
evidence of ownership of Units of the Trust, issued by the
Trustee or the Depositor) to the Trustee for redemption, subject
to and in accordance with Section 5.02.
(b) The death or incapacity of any Unit holder shall
not operate to terminate this Indenture or a related Trust, 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 the Trust Fund or a
related Trust, nor otherwise affect the rights, obligations and
liabilities of the parties hereto or any of them. Each Unit
holder expressly waives any right he may have under any rule of
law, of 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.
(c) No Unit holder shall have any right to vote or in
any manner otherwise control the operation and management of the
Trust Fund, a related Trust, or the obligations and management of
the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the
Certificates, be construed so as to constitute the Unit holders
from time to time as partners or members of an association; nor
shall any Unit holder ever be under any liability to any third
persons by reason of any action taken by the parties to this
Indenture, or any other cause whatsoever.
ARTICLE VIII
ADDITIONAL COVENANTS; MISCELLANEOUS PROVISIONS
Section 8.01. Amendments. This Indenture may be amended
from time to time by the Depositor and Trustee hereto or their
respective successors, without the consent of any of the Unit
holders (a) 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; or (b) to make such
other provision regarding matters or questions arising hereunder
as shall not adversely affect the interests of the Unit holders;
provided, however, that in no event may any amendment be made
which would adversely affect the characterization of the Trust as
a grantor trust for federal income tax purposes. This Indenture
may not be amended, however, without the consent of all Unit
holders then outstanding, so as (1) to permit, except in
accordance with the terms and conditions hereof, the acquisition
hereunder of any Securities other than those specified in
Schedule A to the Trust Agreement, or (2) to reduce the aforesaid
percentage of Units the holders of which are required to consent
to certain of such amendments. This Indenture may not be amended
so as to reduce the interest in the Trust represented by Units
(whether evidenced by Certificates or held in uncertificated
form) without the consent of all affected Unit holders.
Promptly after the execution of any such amendment, the
Trustee shall furnish written notification to all then
outstanding Unit holders of the substance of such amendment and
to Standard & Poor's Corporation so long as Units of the Trust
are rated by them.
Section 8.02. Termination. This Indenture and each Trust
created hereby shall terminate upon the maturity, redemption,
sale or other disposition as the case may be of the last Security
held in such Trust hereunder unless sooner terminated as
hereinbefore specified, and may be terminated at any time by the
written consent of 100% of the Unit holders of the respective
Trust; provided that in no event shall any Trust continue beyond
the Mandatory Termination Date. Upon the date of termination,
the registration books of the Trustee shall be closed.
Written notice of any termination, specifying the time or
times at which the Unit holders holding Units may surrender such
Units for redemption and the date, determined by the Trustee,
upon which the transfer books of the Trustee, maintained pursuant
to Section 6.01, shall be closed with respect to the terminated
Trust shall be given by the Trustee to Unit holders of such
terminated Trust. Within a reasonable period of time after such
termination, the Trustee shall liquidate the Zero Coupon
Obligations then held, if any, and such of the Mutual Fund shares
as the Trustee shall determine necessary to provide for Trust
fees and expenses and as may be necessary to liquidate any
fractional shares which may not be distributed in kind as
provided hereafter, and shall:
(a) deduct from the Income Account of such Trust or,
to the extent that funds are not available in such Account of
such Trust, from the Capital Account of such Trust, and pay to
itself individually an amount equal to the sum of (i) its accrued
compensation for its ordinary recurring services, (ii) any
compensation due it for its extraordinary services in connection
with such Trust, and (iii) any costs, expenses or indemnities in
connection with such Trust as provided herein;
(b) deduct from the Income Account of such Trust or,
to the extent that funds are not available in such Account, from
the Capital Account of such Trust, and pay accrued and unpaid
fees of the Evaluator, the Portfolio Supervisor, the Sponsor and
counsel in connection with such Trust, if any;
(c) deduct from the Income Account of such Trust or
the Capital Account of such Trust 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 in connection with such Trust;
(d) distribute to each Unit holder (upon
surrender for cancellation of his Certificate or Certificates, if
issued) such Unit holder's (i) pro rata share of the remaining
Mutual Fund shares, in kind, to the extent of the fractional
portion of a share allowed to be transferred on the Transfer
Books of the Mutual Fund, and (ii) pro rata interest in the
balances of the Income and Capital Accounts and, on the
conditions set forth in Section 3.04 hereof, the Reserve Account
of the Trust in which he or she holds Units; provided, however,
that not less than 60 days prior to termination at the Mandatory
Termination Date, the Trustee shall send a written notice to all
Unit holders of record at such time, indicating that they may, if
they so elect by a properly computed election notice received by
the Trustee no later than the Mandatory Termination Date, have
the cash component of their termination distributions invested,
at net asset value, in additional shares of the Mutual Fund. If
within 180 days after the termination of the Trust a Unit holder
has not surrendered for cancellation his Certificate or
Certificates, the Trustee shall liquidate the shares of the
Mutual Fund held for such Unit holder and hold the funds to which
such Unit holder is entitled until such Certificate or
Certificates are so surrendered for cancellation.
(e) together with such distribution to each Unit
holder as provided for in (d), furnish to each such Unit holder a
final distribution statement, setting forth the data and
information in substantially the form and manner provided for in
Section 3.06 hereof.
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 except to hold the same in trust within
the meaning of the Investment Company Act of 1940, without
interest until disposed of in accordance with the terms of this
Indenture.
Section 8.03. 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 Unit holders and the interpretation of the
provisions hereof.
Section 8.04. Registration of Units. The Depositor agrees
and undertakes on its own part to register the Units with the
Securities and Exchange Commission or other applicable
governmental agency, Federal or state, pursuant to applicable
Federal or state statutes, if such registration shall be
required, and to do all things that may be necessary or required
to comply with this provision during the term of the Trust Fund
created hereunder, and the Trustee shall incur no liability or be
under any obligation or expenses in connection therewith.
Section 8.05. Written Notice. Any notice, demand,
direction or instruction to be given to the Depositor hereunder
shall be in writing and shall be duly given if mailed or
delivered to the Depositor, 1001 Warrenville Road, Lisle,
Illinois 60532, or at such other address as shall be specified
by the Depositor to the other parties hereto in writing.
Any notice, demand, direction or instruction to be given to
the Trustee shall be in writing and shall be duly given if mailed
or delivered to the Trustee, 770 Broadway, New York, New York,
10003, Attention: Unit Investment Trust Administration, or such
other address as shall be specified by the Trustee to the other
parties hereto in writing.
Any notice, demand, direction or instruction to be given to
the Evaluator hereunder shall be in writing and shall be duly
given if mailed or delivered to the Evaluator at 1001 Warrenville
Road, Lisle, Illinois 60532, or at such other address as shall be
specified by the Evaluator to the other parties hereto in
writing.
Any notice, demand, direction or instruction to be given to
the Portfolio Supervisor shall be in writing and shall be duly
given if mailed or delivered to the Portfolio Supervisor at 1001
Warrenville Road, Lisle, Illinois 60532 hereto or such other
address as shall be specified by the Portfolio Supervisor to the
other parties hereto in writing.
Any notice to be given to the Unit holders shall be duly
given if mailed by first class mail with postage prepaid or
delivered to each Unit holder at the address of such holder
appearing on the registration books of the Trustee.
Section 8.06. Severability. If any one or more of the
covenants, agreements, provisions or terms of this Indenture
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 and
shall in no way affect the validity or enforceability of the
other provisions of this Indenture or the rights of the holders
thereof.
Section 8.07. Dissolution of Depositor Not to Terminate.
The dissolution of the Depositor for any cause whatsoever shall
not operate to terminate this Indenture or any Trust Fund insofar
as the duties and obligations of the Trustee are concerned.
IN WITNESS WHEREOF, Nike Securities L.P., United States
Trust Company of New York and First Trust Advisors L.P. have each
caused these Standard Terms and Conditions of Trust to be
executed and the respective corporate seal to be hereto affixed
and attested (if applicable) by authorized officers; all as of
the day, month and year first above written.
NIKE SECURITIES L.P., Depositor
By Carlos E. Nardo
Senior Vice President
UNITED STATES TRUST COMPANY OF NEW
YORK, Trustee
By Thomas Porrazzo
Vice President
(SEAL)
Attest:
Rosalia Raviele
Assistant Vice President
FIRST TRUST ADVISORS L.P.,
Evaluator
By Carlos E. Nardo
Senior Vice President
FIRST TRUST ADVISORS L.P.,
Portfolio Supervisor
By Carlos E. Nardo
Senior Vice President
OPPENHEIMER GLOBAL GROWTH & TREASURY SECURITIES TRUST, SERIES 1
TRUST AGREEMENT
Dated: September 22, 1994
This Trust Agreement among Nike Securities L.P., as
Depositor, United States Trust Company of New York, as Trustee,
First Trust Advisors L.P., as Evaluator, and First Trust Advisors
L.P., as Portfolio Supervisor, sets forth certain provisions in
full and incorporates other provisions by reference to the
document entitled "Standard Terms and Conditions of Trust for
Oppenheimer Global Growth & Treasury Securities Trust, Series 1
and subsequent Series, Effective September 22, 1994" (herein
called the "Standard Terms and Conditions of Trust"), and such
provisions as are incorporated by reference constitute a single
instrument. All references herein to Articles and Sections are
to Articles and Sections of the Standard Terms and Conditions of
Trust.
WITNESSETH THAT:
In consideration of the premises and of the mutual
agreements herein contained, the Depositor, the Trustee, the
Evaluator and the Portfolio Supervisor agree as follows:
PART I
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II hereof, all the
provisions contained in the Standard Terms and Conditions of
Trust are herein incorporated by reference in their entirety and
shall be deemed to be a part of this instrument as fully and to
the same extent as though said provisions had been set forth in
full in this instrument.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby agreed
to:
A. The Securities initially deposited in the Trust
pursuant to Section 2.01 of the Standard Terms and Conditions of
Trust are set forth in the Schedules hereto.
B. (1) The aggregate number of Units outstanding for the
Trust on the Initial Date of Deposit is 50,000 Units.
(2) The initial fractional undivided interest in and
ownership of the Trust represented by each Unit thereof shall be
1/50,000.
Documents representing this number of Units for the Trust
are being delivered by the Trustee to the Depositor pursuant to
Section 2.03 of the Standard Terms and Conditions of Trust.
C. The Percentage Ratio is as follows on the Initial Date
of Deposit:
$1,000 maturity value of Zero Coupon Obligations per 100
Units to 12.5 shares of the Mutual Fund per 100 Units.
D. The Record Dates shall be as set forth in the
Prospectus under "Summary of Essential Information."
E. The Distribution Dates shall be as set forth in the
Prospectus under "Summary of Essential Information."
F. The Mandatory Termination Date for the Trust shall be
May 15, 2005.
G. The Zero Coupon Obligations Maturity Date for the Trust
shall be May 15, 2005.
H. The Evaluator's compensation as referred to in Section
4.03 of the Standard Terms and Conditions of Trust shall be an
annual fee of $0.0020 per $10.00 principal amount of Treasury
Obligations outstanding during each period in respect of
which a payment is made pursuant to Section 3.05, payable on a
Distribution Date.
I. The Trustee's Compensation Rate pursuant to Section
6.04 of the Standard Terms and Conditions of Trust shall be an
annual fee of $0.0090 per Unit, calculated on the largest
number of Units outstanding during each period in respect of
which a payment is made pursuant to Section 3.05. However, in no
event, except as may otherwise be provided in the Standard Terms
and Conditions of Trust, shall the Trustee receive compensation
in any one year from any Trust of less than $2,000 for such
annual compensation.
J. The Initial Date of Deposit for the Trust is September
22, 1994.
IN WITNESS WHEREOF, Nike Securities L.P., United States
Trust Company of New York, and First Trust Advisors L.P. have
each caused this Trust Agreement to be executed and the
respective corporate seal to be hereto affixed and attested (if
applicable) by authorized officers; all as of the day, month and
year first above written.
NIKE SECURITIES L.P.,
Depositor
By Carlos E. Nardo
Senior Vice President
UNITED STATES TRUST COMPANY OF NEW
YORK, Trustee
By Thomas Porrazzo
Vice President
(SEAL)
Attest:
Rosalia Raviele
Assistant Vice President
FIRST TRUST ADVISORS L.P.,
Evaluator
By Carlos E. Nardo
Senior Vice President
FIRST TRUST ADVISORS L.P.,
Portfolio Supervisor
By Carlos E. Nardo
Senior Vice President
SCHEDULE A TO TRUST AGREEMENT
Securities Initially Deposited
Oppenheimer Global Growth & Treasury Securities Trust, Series 1
(Note: Incorporated herein and made a part hereof for the Trust
is the "Schedule of Investments" for the Trust as set forth in
the Prospectus.)
CHAPMAN AND CUTLER
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603
September 22, 1994
Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
Re: Oppenheimer Global Growth & Treasury Securities Trust,
Series 1
Gentlemen:
We have served as counsel for Nike Securities L.P., as
Sponsor and Depositor of Oppenheimer Global Growth & Treasury
Securities Trust, Series 1 in connection with the preparation,
execution and delivery of a Trust Agreement dated September 22,
1994 among Nike Securities L.P., as Depositor, United States
Trust Company of New York, as Trustee, First Trust Advisors L.P.,
as Evaluator, and First Trust Advisors L.P., as Portfolio
Supervisor, pursuant to which the Depositor has delivered to and
deposited the Securities listed in Schedule A to the Trust
Agreement with the Trustee and has issued to or on the order of
the Depositor a certificate or certificates representing units of
fractional undivided interest in and ownership of the Fund
created under said Trust Agreement.
In connection therewith, we have examined such pertinent
records and documents and matters of law as we have deemed
necessary in order to enable us to express the opinions
hereinafter set forth.
Based upon the foregoing, we are of the opinion that:
1. the execution and delivery of the Trust Agreement and
the execution and issuance of the Units in the Fund have been
duly authorized; and
2. the certificates evidencing the Units in the Fund when
duly executed and delivered by the Depositor and the Trustee in
accordance with the aforementioned Trust Agreement, will
constitute valid and binding obligations of the Fund and the
Depositor in accordance with the terms thereof.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement (File No. 33-54849)
relating to the Units referred to above, to the use of our name
and to the reference to our firm in said Registration Statement
and in the related Prospectus.
Respectfully submitted,
CHAPMAN AND CUTLER
EFF:jlg
CHAPMAN AND CUTLER
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603
September 22, 1994
Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
United States Trust Company
of New York
770 Broadway
New York, New York 10003
Re: Oppenheimer Global Growth & Treasury Securities Trust,
Series 1
Gentlemen:
We have acted as counsel for Nike Securities L.P., Depositor
of Oppenheimer Global Growth & Treasury Securities Trust, Series
1 (the "Fund"), in connection with the issuance of units of
fractional undivided interests in the Trust of said Fund (the
"Trust"), under a Trust Agreement, dated September 22, 1994 (the
"Indenture"), between Nike Securities L.P., as Depositor, United
States Trust Company of New York, as Trustee, First Trust
Advisors L.P., as Evaluator and First Trust Advisors L.P., as
Portfolio Supervisor.
In this connection, we have examined the Registration
Statement, the form of Prospectus proposed to be filed with the
Securities and Exchange Commission, the Indenture and such other
instruments and documents we have deemed pertinent. The opinions
expressed herein assume that the Trust will be administered, and
investments by the Trust from proceeds of subsequent deposits, if
any, will be made, in accordance with the terms of the Indenture.
The Trust holds both Treasury Obligations and shares of
Oppenheimer Global Fund (collectively, "the Securities") as such
terms are defined in the Prospectus.
Based upon the foregoing and upon an investigation of such
matters of law as we consider to be applicable, we are of the
opinion that, under existing federal income tax law:
I. The Trust is not an association taxable as a
corporation for Federal income tax purposes; each Unit holder
will be treated as the owner of a pro rata portion of the assets
of the Trust under the Internal Revenue Code of 1986 (the
"Code"); the income of the Trust will be treated as income of the
Unit holders thereof under the Code; and an item of Trust income
will have the same character in the hands of a Unit holder as it
would have in the hands of the Trustee. Each Unit holder will be
considered to have received his pro rata share of income derived
from each Trust asset when such income is received by the Trust.
II. Each Unit holder will have a taxable event when the
Trust disposes of a Security (whether by sale, exchange,
redemption, or payment at maturity) or upon the sale or
redemption of Units by such Unit holder. The price a Unit holder
pays for his Units, including sales charges, is allocated among
his pro rata portion of each Security held by the Trust (in
proportion to the fair market values thereof on the date the Unit
holder purchases his Units) in order to determine his initial
cost for his pro rata portion of each Security held by the Trust.
III. With respect to each Unit holder's pro rata portion of
Treasury Obligations held by the Trust: The Treasury Obligations
are treated as bonds that were originally issued at an original
issue discount. Because the Treasury Obligations represent
interest in "stripped" U.S. Treasury bonds, a Unit holder's
initial cost for his pro rata portion of each Treasury Obligation
held by the Trust (determined at the time he acquires his Units,
in the manner described above) shall be treated as its "purchase
price" by the Unit holder. Under the special rules relating to
stripped bonds, original issue discount is effectively treated as
interest for Federal income tax purposes and the amount of
original issue discount in this case is generally the difference
between the bond's purchase price and its stated redemption price
at maturity. A Unit holder will be required to include in gross
income for each taxable year the sum of his daily portions of
original issue discount attributable to the Treasury Obligations
held by the Trust as such original issue discount accrues and
will in general be subject to Federal income tax with respect to
the total amount of such original issue discount that accrues for
such year even though the income is not distributed to the Unit
holders during such year to the extent it is greater than or
equal to the "de minimis" amount described below. To the extent
the amount of such discount is less than the respective "de
minimis" amount, such discount shall be treated as zero. In
general, original issue discount accrues daily under a constant
interest rate method which takes into account the semi-annual
compounding of accrued interest. In the case of the Treasury
Obligations, this method will generally result in an increasing
amount of income to the Unit holders each year.
IV. With respect to a Unit holder's pro rata portion of
Oppenheimer Global Fund shares held by the Trust:
(a) Each Unit holder will be considered to receive his
pro rata portion of each distribution made by Oppenheimer
Global Fund on the shares, when such distribution is
received by Trust. A distribution declared by Oppenheimer
Global Fund in October, November or December to the Trust
and paid during the following January will be treated as
having been received by Unit holders on December 31 in the
year such distribution was declared. To the extent that any
distribution by Oppenheimer Global Fund on the shares
constitutes ordinary income, each Unit holder will be deemed
to have received ordinary income when the distribution is
received by the Trust. To the extent any distribution
constitutes a capital gain distribution, each Unit holder
will be deemed to have received a capital gain when the
distribution is received by the Trust. To the extent that
any distribution constitutes a return of capital, each Unit
holder will be deemed to have received a return of capital
when the distribution is received by the Trust.
(b) To the extent that Oppenheimer Global Fund makes a
distribution on the shares which constitutes a return of
capital, such distribution should be applied by a Unit
holder to reduce his basis (determined in accordance with
paragraph (ii) hereof) in his pro rata portion of
Oppenheimer Global Fund shares held by the Trust until the
total of all cash reductions reduces such basis to zero and
thereafter should be reported by the Unit holder as a
capital gain.
(c) Oppenheimer Global Fund may elect to pass through
to its shareholders the foreign income and similar taxes
paid by the Fund in order to enable its shareholders to take
a credit (or deduction) for foreign income taxes paid by the
Fund. If this election is made, Unit holders of the Trust,
because they are deemed to own a pro rata portion of
Oppenheimer Global Fund's shares, as described above, must
include in their gross income, for federal income tax
purposes, both their portion of dividends received by the
Trust from Oppenheimer Global Fund and also their portion of
the amount which Oppenheimer Global Fund deems to be their
portion of foreign income taxes paid with respect to, or
withheld from, dividends, interest, or other income of the
Fund from its foreign investments. Unit holders may then
subtract from their federal income tax the amount of such
taxes withheld, or else treat such foreign taxes as
deductions from gross income; however, as in the case of
investors receiving income directly from foreign sources,
the above described tax credit or deduction is subject to
certain limitations. Unit holders should consult their tax
advisors regarding this election and its consequences to
them.
V. A Unit holder's portion of gain, if any, upon the sale
or redemption of Units or the disposition of Securities held by
the Trust will generally be considered a capital gain except in
the case of a dealer or a financial institution and will be
generally long-term if the Unit holder has held his Units for
more than one year. A Unit holder's portion of loss, if any,
upon the sale or redemption of Units or the disposition of
Securities held by the Trust will generally be considered a
capital loss except in the case of a dealer or a financial
institution and will be generally long-term if the Unit holder
has held his Units for more than one year. Unit holders should
consult their tax advisers regarding the recognition of such
capital gains and losses for Federal income tax purposes.
VI. The Code provides that "miscellaneous itemized
deductions" are allowable only to the extent that they exceed two
percent of an individual taxpayer's adjusted gross income.
Miscellaneous itemized deductions subject to this limitation
under present law include a Unit holder's pro rata share of
expenses paid by the Trust, including fees of the Trustee and the
Evaluator but do not include expenses incurred by Oppenheimer
Global Fund the shares of which are held by the Trust.
The Code provides a complex set of rules governing the
accrual of original issue discount, including special rules
relating to "stripped" debt instruments such as the Treasury
Obligations. These rules provide that original issue discount
generally accrues on the basis of a constant compound interest
rate. Special rules apply if the purchase price of a Treasury
Obligation exceeds its original issue price plus the amount of
original issue discount which would have previously accrued,
based upon its issue price (its "adjusted issue price").
Similarly, these special rules would apply to a Unit holder if
the tax basis of his pro rata portion of a Treasury Obligation
issued with original issue discount exceeds his pro rata portion
of its adjusted issue price. The application of these rules will
also vary depending on the value of the Treasury Obligations on
the date a Unit holder acquires his Units, and the price a Unit
holder pays for his Units. In addition, as discussed above, the
Temporary Regulation provides that the amount of original issue
discount on a stripped bond is considered zero if the actual
amount of original issue discount on such stripped bond as
determined under Section 1286 of the Code is less than a "de
minimis" amount, which, the Temporary Regulation provides, is the
product of (i) 0.25 percent of the stated redemption price at
maturity and (ii) the number of full years from the date the
stripped bond is purchased (determined separately for each new
purchase thereof) to the final maturity date of the bond.
For taxable years beginning after December 31, 1986 and
before January 1, 1996, certain corporations may be subject to
the environmental tax (the "Superfund Tax") imposed by Section
59A of the Code. Income received from, and gains recognized from
the disposition of, a Security by the Trust will be included in
the computation of the Superfund Tax by such corporations holding
Units in the Trust.
The scope of this opinion is expressly limited to the
matters set forth herein, and, except as expressly set forth
above, we express no opinion with respect to any other taxes,
including state or local taxes or collateral tax consequences
with respect to the purchase, ownership and disposition of Units.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement (File No. 33-54849)
relating to the Units referred to above and to the use of our
name and to the reference to our firm in said Registration
Statement and in the related Prospectus.
Very truly yours,
CHAPMAN AND CUTLER
EFF/jlg
CARTER, LEDYARD & MILBURN
COUNSELLORS AT LAW
2 WALL STREET
NEW YORK, NEW YORK 10005
September 22, 1994
Oppenheimer Global Growth &
Treasury Securities Trust, Series 1
c/o United States Trust Company
of New York, as Trustee
770 Broadway - 6th Floor
New York, New York 10003
Re: Oppenheimer Global Growth & Treasury Securities
Trust, Series 1
Dear Sirs:
We are acting as special counsel with respect to New York
tax matters for Oppenheimer Global Growth & Treasury Securities
Trust, Series 1 (the "Trust"), which will be established under a
Standard Terms and Conditions of Trust dated September 22, 1994,
and a related Trust Agreement dated as of today (collectively,
the "Indenture"), among Nike Securities L.P., as Depositor (the
"Depositor"); First Trust Advisors L.P., as Evaluator; First
Trust Advisors L.P., as Portfolio Supervisor and United States
Trust Company of New York, as Trustee (the "Trustee"). Pursuant
to the terms of the Indenture, units of fractional undivided
interest in the Trust (the "Units") will be issued in the
aggregate number set forth in the Indenture.
We have examined and are familiar with originals or
certified copies, or copies otherwise identified to our
satisfaction, of such documents as we have deemed necessary or
appropriate for the purpose of this opinion. In giving this
opinion, we have relied upon the two opinions, each dated today
and addressed to the Trustee, of Chapman and Cutler, counsel for
the Depositor, with respect to the matters of law set forth
therein.
Based upon the foregoing, we are of the opinion that:
1. The Trust will not constitute an association taxable as
a corporation under New York law, and accordingly will not be
subject to the New York State franchise tax or the New York City
general corporation tax.
2. Under the income tax laws of the State and City of New
York, the income of the Trust will be considered the income of
the holders of the Units.
We consent to the filing of this opinion as an exhibit to
the Registration Statement (No. 33-54849) filed with the
Securities and Exchange Commission with respect to the
registration of the sale of the Units and to the references to
our name under the captions "What is the Federal Tax Status of
Unit Holders?" and "Legal Opinions" in such Registration
Statement and the preliminary prospectus included therein. In
giving this consent, we do not agree that we come within the
category of persons whose consent is required by the Securities
Act or the Rules.
Very truly yours,
CARTER, LEDYARD & MILBURN
CARTER, LEDYARD & MILBURN
COUNSELLORS AT LAW
2 WALL STREET
NEW YORK, NEW YORK 10005
September 22, 1994
United States Trust Company
of New York, as Trustee of
Oppenheimer Global Growth &
Treasury Securities Trust, Series 1
770 Broadway - 6th Floor
New York, New York 10003
Attention: Mr. C. William Steelman
Executive Vice President
Re: Oppenheimer Global Growth & Treasury Securities
Trust, Series 1
Dear Sirs:
We are acting as counsel for United States Trust Company of
New York (the "Trust Company") in connection with the execution
and delivery of a Standard Terms and Conditions of Trust dated
September 22, 1994, and a related Trust Agreement, dated today's
date (collectively, the "Indenture"), among Nike Securities L.P.,
as Depositor (the "Depositor"); First Trust Advisors L.P., as
Evaluator; First Trust Advisors L.P., as Portfolio Supervisor;
and the Trust Company, as Trustee (the "Trustee"), establishing
Oppenheimer Global Growth & Treasury Securities Trust, Series 1
(the "Trust"), and the execution by the Trust Company, as Trustee
under the Indenture, of a certificate or certificates evidencing
ownership of units (such certificate or certificates and such
aggregate units being herein called "Certificates" and "Units"),
each of which represents an undivided interest in the Trust,
consisting of common stocks (including confirmations of contracts
for the purchase of certain obligations not delivered and cash,
cash equivalents or an irrevocable letter of credit or a
combination thereof, in the amount required for such purchase
upon the receipt of such obligations), such obligations being
defined in the Indenture as Bonds and listed in the Schedule to
the Indenture.
We have examined the Indenture, the Closing Memorandum dated
today's date, a specimen Certificate, and such other documents as
we have deemed necessary in order to render this opinion. Based
on the foregoing, we are of the opinion that:
1. The Trust Company is a duly organized and existing
corporation having the powers of a trust company under the laws
of the State of New York.
2. The Indenture has been duly executed and delivered by
the Trust Company and, assuming due execution and delivery by the
other parties thereto, constitutes the valid and legally binding
obligation of the Trust Company.
3. The Certificates are in proper form for execution and
delivery by the Trust Company, as Trustee.
4. The Trust Company, as Trustee, has duly executed and
delivered to or upon the order of the Depositor a Certificate or
Certificates evidencing ownership of the Units, registered in the
name of the Depositor. Upon receipt of confirmation of the
effectiveness of the registration statement for the sale of the
Units filed with the Securities and Exchange Commission under the
Securities Act of 1933, the Trustee may deliver such other
Certificates, in such names and denominations as the Depositor
may request, to or upon the order of the Depositor as provided in
the Closing Memorandum.
5. The Trust Company, as Trustee, may lawfully under the
New York Banking Law advance to the Trust Fund amounts as may be
necessary to provide monthly interest distributions of
approximately equal amounts, and be reimbursed, without interest,
for any such advances from funds in the interest account on the
ensuing record date, as provided in the Indenture.
In rendering the foregoing opinion, we have not considered,
among other things, whether the Bonds have been duly authorized
and delivered, the efficacy of the insurance.
Very truly yours,
CARTER, LEDYARD & MILBURN
First Trust Advisors L.P.
1001 Warrenville Road
Lisle, Illinois 60532
September 22, 1994
Nike Securities L.P.
1001 Warrenville Road
Lisle, IL 60532
Re: Oppenheimer Global Growth & Treasury Securities Trust,
Series 1
Gentlemen:
We have examined the Registration Statement File No. 33-
54849 for the above captioned fund. We hereby consent to the use
in the Registration Statement of the references to First Trust
Advisors L.P. as evaluator.
You are hereby authorized to file a copy of this letter with
the Securities and Exchange Commission.
Sincerely,
First Trust Advisors L.P.
Carlos E. Nardo
Senior Vice President
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from
Amendment number 1 to form S-6 and is qualified in its entirety by
reference to such Amendment number 1 to form S-6.
</LEGEND>
<SERIES>
<NUMBER> 001
<NAME> OPPENHEIMER GLOBAL GROWTH & TREASURY
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> SEP-22-1994
<PERIOD-START> SEP-22-1994
<PERIOD-END> SEP-22-1994
<INVESTMENTS-AT-COST> 457,875
<INVESTMENTS-AT-VALUE> 457,875
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 457,875
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 457,875
<SHARES-COMMON-STOCK> 50,000
<SHARES-COMMON-PRIOR> 50,000
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 457,875
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
