[Final
graph with numbered axes to be included based on the final trust terms].
The graph above is a hypothetical
illustration of the mathematical principles underlying the Options and the operation of the trusts investment strategy. There is no assurance
that the trust will achieve its investment objective through the use of this strategy. Illustrations of the possible returns of the trusts
investment strategy assuming different Market Reference Levels on the Option Expiration Date appear under Understanding Your
InvestmentHypothetical Examples in this prospectus. You may realize a return (including a potential loss) that is higher or lower than the
intended returns as a result of redeeming units prior to the trusts mandatory termination date and in various circumstances (as described below)
including where Options are otherwise liquidated by the trust prior to their expiration or maturity, if the trust is unable to maintain the
proportional relationship (as described below) of the Options based on the number of Option contracts in the trusts portfolio, or if there are
increases in expenses of the trust above estimated levels. The Options are intended to be liquidated on the Option Expiration Date, rather than be
exercised, in order to avoid having the trust receive shares of the Market Reference or be obligated to deliver shares of the Market Reference. As a
result, the return actually realized on the Optionsupon liquidation could vary from the returns that would be realized if the Options were exercised
based on the price of shares of the Market Reference as of the close of the market on the Option Expiration Date. The proportional
relationship of the Options referred to throughout the prospectus that the trust seeks to maintain refers to the proportion of the particular
types of Options as of the trusts inception. For example, if the trusts portfolio included 100 purchased call options (with a particular
strike and expiration) for every 50 written put options (with a particular strike and expiration) at inception, the trust would seek to maintain that
100 contracts to 50 contracts proportional relationship. See Investment SummaryPortfolio for the actual number of Option contracts at
inception. As described above, under certain limited circumstances provided in the trust agreement, Options may be liquidated by the trust prior to the
Option Expiration Date or maturity, respectively. These circumstances may include paying expenses, satisfy unit redemptions by unitholders, protecting
the trust in limited circumstances and making required distributions or avoiding imposition of taxes on the trust as described under
Understanding Your InvestmentHow Your Trust WorksChanging Your Portfolio.
4 Investment
Summary
WHO SHOULD
INVEST
You should consider this investment if
you:
|
|
want to own securities representing interests in written and
purchased option contracts in a single investment. |
|
|
seek the potential for buffered returns subject to a capped amount
at termination based on the price performance of the Market Reference. |
You should not consider this investment
if you:
|
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are uncomfortable with the risks of an unmanaged investment in
written and purchased option contracts. |
|
|
are uncomfortable with exposure to the risks associated with the
Options. |
|
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are uncomfortable with exposure to the price performance of the
Market Reference. |
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are seeking unlimited capital appreciation potential and do not
want potential returns capped. |
ESSENTIAL
INFORMATION |
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Public Offering Price per
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Unit at Inception* |
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$_____ |
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Fee Account Public Offering Price per Unit at Inception* |
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$10.000 |
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Initial Net Asset Value per Unit at Inception* |
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$_____ |
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Inception date |
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_________, 2019 |
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Mandatory Termination Date |
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_________, ____ |
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Distribution dates |
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25th day of
December |
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Record dates |
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10th day of
December |
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Initial distribution date |
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_________25, 2019 |
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Initial record date |
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_________10, 2019 |
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CUSIP Numbers |
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Standard Accounts |
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_________ |
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Fee Based Accounts |
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_________ |
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Ticker Symbol |
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_______ |
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Minimum investment |
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$1,000/100 units |
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Tax Structure |
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Regulated Investment Company |
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* As of ____________, 2019 and may vary thereafter.
Investors will not purchase units at the net asset value per unit.
FEES AND
EXPENSES
The amounts below are estimates of the
direct and indirect expenses that you may incur based on a $__ unit price. Actual expenses may vary.
Sales Fee
|
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As a % of $1,000
Invested
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Amount per 100
Units
|
Transactional sales fee |
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____% |
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$ |
____ |
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Creation & development fee |
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____ |
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____ |
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Maximum sales fee |
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____% |
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$ |
____ |
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Organization Costs |
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____% |
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$ |
____ |
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Annual operating expenses
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As a % of Net Assets
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Amount per 100 Units
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Trustee fee & expenses |
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_.__% |
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$ |
_____ |
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Supervisory, evaluation and administration fees |
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_.__ |
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_____ |
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Total |
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_.__% |
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$ |
_____ |
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The transactional sales fee is paid at
the time of a unit purchase and is the difference between the total sales fee (maximum of ____% of the unit offering price) and the total creation and
development fee. The creation and development fee is fixed at $____ per unit and is paid at the end of the initial offering period (anticipated to be
one day). If you purchase units after the creation and development fee is paid, the secondary market transactional sales fee is equal to ______ % of
the public offering price per unit and you will not pay a creation and development fee.
EXAMPLE
This example helps you compare the cost
of this trust with other unit investment trusts and mutual funds. In the example we assume that the expenses do not change and that the trusts
annual return is 5%. Your actual returns and expenses will vary. Based on these assumptions, you would pay these expenses for every $10,000 you invest
in the trust:
1 year |
|
|
|
$ |
_____ |
|
__ years (approximate life of trust) |
|
|
|
$ |
_____ |
|
These amounts are the same regardless of
whether you sell your investment at the end of a period or continue to hold your investment.
Investment
Summary 5
PRINCIPAL
RISKS
As with all investments, you can lose
money by investing in this trust. The trust also might not perform as well as you expect. This can happen for reasons such as these:
|
|
The trusts investment strategy is designed to achieve its
investment objective over the life of the trust. The trusts investment strategy has not been designed to achieve its objective if units are
bought after the trusts inception date or redeemed prior to the trusts mandatory termination date. |
|
|
Security prices will fluctuate. The value of your
investment may fall over time. An investment in units represents an indirect investment in the Options. Amounts available to distribute to unitholders
at termination will depend primarily on the performance of the Options and are not guaranteed. The units, upon termination of the trust and at any
other point in time, may be worth less than the original investment. |
|
|
The trust is subject to market risk related to the Market
Reference, the Underlying Index and securities in the Underlying Index held by the Market Reference. The Options represent indirect positions in
the Market Reference and are subject to risks associated with changes in value as the Market Reference Level rises or falls. The investment in the
Options includes the risk that their value may be adversely affected by various factors affecting the Market Reference, the Underlying Index and the
value of the securities in the Underlying Index held by the Market Reference. The Market Reference is an exchange-traded fund that seeks to track the
performance of the Underlying Index which consists of common stock of 500 leading companies in leading industries of the U.S. economy. Stocks are
subject to the risk that their prices will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices.
The Underlying Index tracks a subset of the U.S. stock market, which could cause the Underlying Index and Market Reference to perform differently from
the overall stock market. In addition, the Underlying Index and Market Reference may, at times, become focused in stocks of a particular market sector,
which would subject the Market Reference and the trust to proportionately higher exposure to the risks of that sector. Although common stocks have
historically generated higher average returns than fixed-income securities over the long term, common stocks also have experienced significantly more
volatile returns. Common stocks are structurally subordinated to preferred stocks, bonds and other debt instruments in a companys capital
structure, and represent a residual claim on the issuers assets that have no value unless such assets are sufficient to cover all other claims.
The value of the Options is based on the value of the Market Reference Level as of the close of the market on the Option Expiration Date only, and will
be substantially determined by market conditions as of such time. |
|
|
The trust seeks to provide returns related to the price
performance of the Market Reference only, which does not include returns from dividends paid by the Market Reference. The Options reference the
price of shares of the Market Reference only and not dividend payments paid by the Market Reference. |
|
|
The trust return is subject to a capped upside. The
intended return for units purchased on the trusts inception date and held for the life of the trust is based on the Market Reference Level and
the value of the Options on the Option Expiration Date and is subject to a capped amount of $____ per trust unit and may represent a return that is
worse than the performance of the Market Reference. Even if there are significant increases in the Market Reference Level, the |
6 Investment
Summary
|
|
amount you may receive is capped
at $ per trust unit. |
|
|
You may lose all or a portion of your investment. The
trust does not provide principal protection and you may not receive a return of the capital you invest. |
|
|
You may experience significant losses on your investment up
to an almost total loss on your investment if the price of the Market Reference decreases by greater than % from the Initial Market
Reference Level. You may realize a return (including a loss) that is higher or lower than the intended returns as a result of redeeming
units prior to the trusts mandatory termination date and in various circumstances including where Options are liquidated by the trust
prior to their expiration, if the trust is unable to maintain the proportional relationship of the Options based on the number of Option
contracts in the trusts portfolio, or increases in potential tax-related and other expenses of the trust above estimated
levels. |
|
|
The written Options create an obligation for the trust.
As a result, after the premium is received on the written Options, the written Options will reduce the value of your units. |
|
|
The values of the Options do not increase or decrease at the
same rate as changes in the price of the Market Reference or the Underlying Index. The Options are all European style options, which
means that they will be exercisable at the strike price only on the Option Expiration Date. Prior to their expiration on the Option
Expiration Date, the value of the Options is determined based upon market quotations, the last asked or bid price in the over-the-counter market
or using other recognized pricing methods. The value of the Options prior to their expiration on the Option Expiration Date may vary
because of factors other than the price of the Market Reference. Factors that may influence the value of the Options include interest rate
changes, implied volatility levels of the Market Reference, the Underlying Index and securities comprising the Underlying Index
and implied dividend levels of the Market Reference, the Underlying Index and securities comprising the Underlying Index,
among others. The value of the Market Reference may not increase or decrease at the same rate as the Underlying Index due to tracking
error described below. |
|
|
Certain features of the Market Reference, which is an
exchange-traded fund, will impact the value of the units. The value of the Market Reference is subject to factors such as the
following: |
o |
|
Passive Investment Risk. The Market Reference is not
actively managed and attempts to track the performance of an unmanaged index of securities. This differs from an actively managed fund,
which typically seeks to outperform a benchmark index. As a result, the Market Reference will hold constituent securities of the Underlying
Index regardless of the current or projected performance on a specific security or particular industry or market sector. Maintaining
investments in the securities regardless of market conditions of the performance of individual securities could cause the Market
References returns to be lower than if it employed an active strategy. |
o |
|
Index Tracking Risk. While the Market Reference is
intended to track the performance of the Underlying Index, the Market References returns may not match or achieve a high degree of
correlation with the return of the Underlying Index due to expenses and transaction costs. In addition, it is possible that the Market
Reference may not always fully replicate the performance of the Underlying Index. |
Investment
Summary 7
|
|
The trust may experience substantial downside from the Options
and option contract positions may expire worthless. |
|
|
Credit risk is the risk an issuer, guarantor or counterparty of
a security in the trust is unable or unwilling to meet its obligation on the security. The OCC acts as guarantor and central counter-party with
respect to the Options. As a result, the ability of the trust to meet its objective depends on the OCC being able to meet its obligations. |
|
|
Liquidity risk is the risk that the value of a security will
fall in value if trading in the security is limited or absent. The Options are listed on the CBOE; however, no one can guarantee that a liquid
secondary trading market will exist for the Options. Trading in the Options may be less deep and liquid than certain other securities. The Options may
be less liquid than certain non-customized options. In a less liquid market for the Options, liquidating the Options may require the payment of a
premium (for written Options) or acceptance of a discounted price (for purchased Options) and may take longer to complete. In a less liquid market for
the Options, the liquidation of a large number of options may more significantly impact the price. A less liquid trading market may adversely impact
the value of the Options and your units and result in the trust being unable to achieve its investment objective. |
|
|
The trust might not achieve its objective in certain
circumstances. Certain circumstances under which the trust might not achieve its objective include if the trust disposes of Options early, if the
trust is unable to maintain the proportional relationship among the Options in the trusts portfolio or due to adverse tax law or other changes
affecting treatment of the Options. |
|
|
The cash deposited may be insufficient to meet the expenses of
the trust. If the cash balances in the trusts accounts are insufficient to provide for expenses and other amounts payable by the trust, the
trust may sell trust property to pay such amounts. These sales may result in losses to unitholders and the inability of the trust to meet its
investment objective. There is no assurance that your investment will maintain its size or composition. |
|
|
The trustee has the power to terminate your trust early in
limited cases as described under Understanding Your InvestmentHow Your Trust WorksTermination of Your Trust including if the
value of the trust is less than 40% of the original value of the securities in the trust at the time of deposit. If the trust terminates early, the
trust may suffer losses and be unable to achieve its investment objective. This could result in a reduction in the value of units and result in a
significant loss to investors. |
|
|
An investment in the trust is not a deposit of any bank and is
not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. |
|
|
We do not actively manage the portfolio. Except in limited
circumstances, the trust will hold, and continue to buy interests in the same securities even if their market value declines. |
8 Investment
Summary
ACE MLTSM, Buffered Portfolio Series
2019-1
(Advisors Disciplined Trust 1682)
Portfolio As of the
Initial Date of Deposit, ____________, 2019
Description of Options(1)(4)
|
|
|
|
Strike Price
|
|
Strike Price as a Percentage of
the Initial Market Reference Level
|
|
Number of Option
Contracts(4)
|
|
Market Value per
Option(2)
|
|
Percentage of Aggregate
Offering Price
|
|
Cost of Securities to
Trust(2)
|
OPTIONS ______%
|
Purchased
Options ______%
|
Purchased Call Options on the SPDR® S&P 500® ETF Trust, Expiring ____________, 2020
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
Purchased Put Options on the SPDR® S&P 500® ETF Trust, Expiring ____________, 2020
(3) |
|
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|
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
Written
Options ______%
|
Written Call Options on the SPDR® S&P 500® ETF Trust, Expiring ____________, 2020
(3) |
|
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Written Put Options on the SPDR® S&P 500® ETF Trust, Expiring ____________, 2020
(3) |
|
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|
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|
|
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|
TOTAL |
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
__.__% |
|
|
$ |
______ |
|
See Notes to Portfolio |
Investment
Summary 9
Notes to Portfolio
(1) |
|
Securities are represented by contracts to purchase
such securities. |
(2) |
|
Advisors Asset Management, Inc. is the evaluator of
the trust. Capelogic, Inc., an independent pricing service, determined the initial prices of the securities shown in this prospectus at the close of
regular trading on the New York Stock Exchange on the business day before the date of this prospectus. The value of Options is based on the last quoted
sale price for the Options (bid-side for the purchased Options and ask-side for the written Options). Accounting Standards Codification 820, Fair
Value Measurements establishes a framework for measuring fair value and expands disclosure about fair value measurements in financial statements
for the trust. The framework under the standard is comprised of a fair value hierarchy, which requires an entity to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure
fair value: |
|
|
Level 1: Quoted prices (unadjusted) for
identical assets or liabilities in active markets that the trust has the ability to access as of the measurement date. |
|
|
Level 2: Significant observable inputs
other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, and other inputs that
are observable or can be corroborated by observable market data. |
|
|
Level 3: Significant unobservable inputs
that reflect a trusts own assumptions about the assumptions that market participants would use in pricing an asset or liability. |
|
|
The cost of the securities to the sponsor and the
sponsors profit or (loss) (which is the difference between the cost of the securities to the sponsor and the cost of the securities to the trust)
are $__________ and $__________, respectively. The inputs or methodologies used for valuing securities are not necessarily an indication of the risk
associated with investing those securities. Changes in valuation techniques may result in transfers in or out of an investments assigned level as
described above. The following table summarizes the trusts investments as of ____________, 2019, based on inputs used to value them: |
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
Purchased Options |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Written
Options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
(3) |
|
This is a non-income producing security. |
(4) |
|
Each Option contract entitles the holder thereof
(i.e. the purchaser) to purchase (for the call options) or sell (for the put options) 100 shares of the Market Reference on the Option Expiration Date
at the Options strike price multiplied by 100. |
10 Investment
Summary
UNDERSTANDING YOUR INVESTMENT |
|
|
|
ADDITIONAL INFORMATION
ABOUT THE
PRINCIPAL INVESTMENT STRATEGY
The Options. The
trusts initial portfolio includes four types of Options including both written and purchased put and call options (as further
described below). The Options are all European style options, which means that they will be exercisable at the strike price only on the Option
Expiration Date. The Options are all FLexible EXchange Options (FLEX Options). FLEX Options are customized option contracts available
through national securities exchanges that are guaranteed for settlement by the OCC, a market clearinghouse. The Options are listed on the CBOE. FLEX
Options provide investors with the ability to customize assets and indices referenced by the options, exercise prices, exercise styles (i.e.
American-style exercisable any time prior to the expiration date or European-style exercisable only on the option expiration date) and expiration
dates, while achieving price discovery in competitive, transparent auctions markets and avoiding the counterparty exposure of over-the-counter option
positions.
Each Option contract entitles the holder
thereof (i.e. the purchaser of the Option) the option to purchase (for the call options) or sell (for the put options) 100 shares of the Market
Reference as of the close of the market on the Option Expiration Date for the strike price multiplied by 100. The trust is designed so that any amount
owed by the trust on the written Options will be covered by payouts at expiration from the purchased Options. The trust receives premiums in exchange
for the written Options and pays premiums in exchange for the purchased Options. The OCC and securities exchange that the Options are listed on do not
charge ongoing fees to writers or purchasers of the Options during their life for continuing to hold the option contracts.
The OCC guarantees performance by each
of the counterparties to FLEX Options, becoming the buyer for every seller and the seller for every buyer, protecting clearing members and
options traders from counterparty risk. Subject to determination by the Securities Committee of the OCC, adjustments may be made to the Options for
certain events (collectively Corporate Actions) specified in the OCCs by-laws and rules: certain stock dividends or
distributions, stock splits, reverse stock splits, rights offerings, distributions, reorganizations, recapitalizations, or reclassifications with
respect to an underlying security, or a merger, consolidation, dissolution or liquidation of the issuer of the underlying security. According to the
OCCs by-laws, the nature and extent of any such adjustment is to be determined by the OCCs Securities Committee, in light of the
circumstances known to it at the time such determination is made, based on its judgment as to what is appropriate for the protection of investors and
the public interest, taking into account such factors as fairness to holders and writers (or purchasers and sellers) of the affected options, the
maintenance of a fair and orderly market in the affected options, consistency of interpretation and practice, efficiency of exercise settlement
procedures, and the coordination with other clearing agencies of the clearance and settlement of transactions in the underlying
interest.
The information set forth above relating
to the Options, FLEX Options generally and the OCC has been obtained from the OCC. The description and terms of the Options to be entered into with the
OCC are set forth in the by-laws and rules of the OCC, available at www.optionsclearing.com. Please see www.optionsclearing.com for more information
relating thereto, which websites are not considered part of this prospectus nor are they incorporated by reference herein.
In-The-Money Purchased Call Options
(ITM Purchased Call Options). The ITM Purchased Call Options are call options purchased by the trust, each with a strike price of $___
(approximately ___% of the Initial Market Reference
Understanding Your
Investment 11
Level). If the Market Reference
Level is less than or equal to the strike price at the close of the New York Stock Exchange on the Option Expiration Date, the ITM Purchased Call
Options will expire without net proceeds being payable to the trust (i.e. the ITM Purchased Call Options will expire worthless). If the Market
Reference Level is greater than the strike price at the close of the New York Stock Exchange on the Option Expiration Date, then the ITM Purchased Call
Options are intended to collectively provide for per unit dollar amount proceeds of $___ multiplied by ((the Market Reference Level at the close of the
New York Stock Exchange on the Option Expiration Date divided by the Initial Market Reference Level) minus ___%) to the trust on the Option Expiration
Date.
Out-Of-The-Money Written Call Options
(OTM Written Call Options). The OTM Written Call Options are call options written by the trust, each with a strike price of $___
(approximately ___% of the Initial Market Reference Level). If the Market Reference Level is less than or equal to the strike price at the close of the
New York Stock Exchange on the Option Expiration Date, the OTM Written Call Options will expire without net proceeds being payable by the trust (i.e.
the OTM Written Call Options will expire worthless). If the Market Reference Level is greater than the strike price at the close of the New York Stock
Exchange on the Option Expiration Date, then the OTM Written Call Options are intended to collectively provide for the trust to deliver proceeds with a
per unit dollar amount of $___ multiplied by ((the Market Reference Level at the close of the New York Stock Exchange on the Option Expiration Date
divided by the Initial Market Reference Level) minus ___%) on the Option Expiration Date.
At-The-Money Purchased Put Options
(ATM Purchased Put Options). The ATM Purchased Put Options are put options purchased by the trust, each with a strike price at $___
(approximately ___% of the Initial Market Reference Level). If the Market Reference Level is greater than or equal to the strike price at the close of
the New York Stock Exchange on the Option Expiration Date, the ATM Purchased Put Options will expire without net proceeds being payable to the trust
(i.e. the ATM Purchased Put Options will expire worthless). If the Market Reference Level is less than the strike price at the close of the New York
Stock Exchange on the Option Expiration Date, then the ATM Purchased Put Options are intended to collectively provide for per unit dollar amount
proceeds of $___ multiplied by (___% minus (the Market Reference Level at the close of the New York Stock Exchange on the Option Expiration Date
divided by the Initial Market Reference Level)) to be made to the trust on the Option Expiration Date.
Out-Of-The-Money Written Put Options
(OTM Written Put Options). The OTM Written Put Options are put options written by the trust, each with a strike price at $___
(approximately ___% of the Initial Market Reference Level). If the Market Reference Level is greater than or equal to the strike price at the close of
the New York Stock Exchange on the Option Expiration Date, the OTM Written Put Options will expire without net proceeds being payable by the trust
(i.e. the OTM Written Put Options will expire worthless). If the Market Reference Level is less than the strike price at the close of the New York
Stock Exchange on the Option Expiration Date, then the OTM Written Put Options are intended to collectively provide for the trust to deliver proceeds
with a per unit dollar amount of $___ multiplied by (___% minus (the Market Reference Level at the close of the New York Stock Exchange on the Option
Expiration Date divided by the Initial Market Reference Level)) on the Option Expiration Date.
The Market Reference and the
Underlying Index. The summary information below regarding the Market Reference and the Underlying Index comes from the Market References
filings with the U.S. Securities and Exchange Commission (SEC). You are urged to refer to the SEC filings made by the issuer and to
other publicly available information (e.g. the issuers annual
12 Understanding Your
Investment
report) to obtain an understanding
of the issuers business and financial prospects. The summary information contained below is not designed to be, and should not be interpreted as,
an effort to present information regarding the financial prospects of any issuer or any trends, events or other factors that may have a positive or
negative influence on those prospects or as an endorsement of any particular issuer or exchange-traded fund. We have not undertaken any independent
review or due diligence of the SEC filings of the issuer of the Market Reference or of any other publicly available information regarding such
issuer.
The Market Reference is an
exchange-traded fund that trades on the NYSE Arca, Inc. stock exchange under the ticker symbol SPY. We have derived all information
regarding the Market Reference contained in this prospectus from the prospectus for the Market Reference, dated January 29, 2019. Such information
reflects the policies of, and is subject to change by the Market References sponsor, PDR Services, LLC. Such information is subject to change and
we have not independently verified its accuracy. Information concerning the Market Reference provided to or filed with the SEC can be located by
reference to SEC file numbers 811-06125 and 33-46080. Information from outside sources is not incorporated by reference in, and should not be
considered part of, this prospectus. Information taken directly from the Market References SEC filing of its 2019 prospectus is included in
quotation marks.
The [Market Reference] seeks to
provide investment results that, before expenses, correspond generally to the price and yield performance of the S&P 500® Index.
The [Market Reference] seeks to achieve its investment objective by holding a portfolio of the common stocks that are included in the [Underlying]
Index (the Portfolio), with the weight of each stock in the Portfolio substantially corresponding to the weight of such stock in the
[Underlying] Index. [T]he term Portfolio Securities refers to the common stocks that are actually held by the [Market Reference] and
make up the [Market Reference]s Portfolio, while the term Index Securities refers to the common stocks that are included in the
[Underlying] Index, as determined by the index provider, S&P Dow Jones Indices LLC (S&P). At any time, the Portfolio will consist
of as many of the Index Securities as is practicable. To maintain the correspondence between the composition and weightings of Portfolio Securities and
Index Securities State Street Global Advisors Trust Company (the Trustee [of the Market Reference] or its parent company, State Street Bank
and Trust Company (SSBT) adjusts the Portfolio from time to time to conform to periodic changes made by S&P to the identity and/or
relative weightings of Index Securities in the [Underlying] Index. The Trustee or SSBT aggregates certain of these adjustments and makes changes to the
Portfolio at least monthly, or more frequently in the case of significant changes to the [Underlying] Index.
The [Underlying] Index includes five
hundred (500) selected companies, all of which are listed on national stock exchanges and spans over 25 separate industry groups. As of December 31,
2018, the five largest industry groups represented in the Index were: Software & Services 10.96%; Pharmaceuticals, Biotechnology & Life
Sciences 8.86%; Media & Entertainment 7.96%; Health Care Equipment & Services 6.68%; and Capital Goods 6.46%. Since 1968, the [Underlying]
Index has been a component of the U.S. Commerce Departments list of Leading Indicators that track key sectors of the U.S. economy. Current
information regarding the market value of the [Underlying] Index is available from market information services. The [Underlying] Index is determined,
comprised and calculated without regard to the [Market Reference].
The trust is not sponsored, endorsed,
sold or promoted by SPDR® S&P 500® ETF Trust, PDR Services, LLC or S&P Dow Jones Indices LLC.
SPDR® S&P 500® ETF Trust, PDR Services, LLC and S&P Dow Jones Indices LLC have not passed on the legality or
suitability of, or the accuracy or adequacy of, descriptions and
Understanding Your
Investment 13
disclosures relating to the trust or
the Options. SPDR® S&P 500® ETF Trust, PDR Services, LLC and S&P Dow Jones Indices LLC make no representations
or warranties, express or implied, regarding the advisability of investing in the trust or the Options or results to be obtained by the trust or the
Options, unitholders or any other person or entity from use of the Market Reference. SPDR® S&P 500® ETF Trust, PDR
Services, LLC and S&P Dow Jones Indices LLC have no liability in connection with the management, administration, marketing or trading of the trust
or the Options.
Shares of the Market Reference may be
invested in directly without paying the fees and expenses associated with the trust. There are a variety other investments available that track or
reference the Underlying Index.
HYPOTHETICAL
EXAMPLES
The following table and examples
illustrate the payments on the Options and how the trusts investment strategy is intended to work.
The table and examples are hypothetical
illustration of the mathematical principles underlying the Options and the trusts investment strategy. The table and examples are not intended to
predict or project the performance of the Options or the trust. The actual distributions that you receive will vary from these illustrations with
changes in expenses and early liquidation of Options. For an explanation of the Option computations and the trusts intended returns on a per unit
basis, please refer to the discussion under Investment SummaryPrincipal Investment Strategy and Understanding Your
InvestmentAdditional Information about the Principal Investment StrategyThe Options. The examples assume that units are not sold back
to us or redeemed early. All figures in the table and examples below assume that the Options are held until the applicable Option expiration date and
units of the trust are held until the trusts mandatory termination date. Unitholders will not purchase units at the Initial Unit Price or Fee
Account Initial Unit Price but at the unit price computed as of the close of the New York Stock Exchange on a unitholders date of purchase. No
investors will purchase at the Initial Net Asset Value per Unit as shown under Essential Information. Those returns are for illustrative
purposes only and are intended to reflect the intended return on the portfolio without application of sales fees or organization costs. Amounts assume
all proceeds on the Options are received when due and that there are no defaults. Unitholders will pay a sales fee in connection with the purchase of
units which is shown under Essential Information but such amounts are not deducted from the amounts shown in the table or examples so are
not reflected in the tables or examples as separate amounts. Unitholders will pay organization costs of the trust which are shown under Essential
Information but those amounts are paid by cash deposited at inception so are not reflected in the table or examples as separate amounts.
Unitholders will bear the trusts annual operating expenses shown under Essential Information but those amounts are paid by cash
deposited at inception so are not reflected in the table or examples as separate amounts. Unitholders should review the Investment
SummaryFees and Expenses section to understand all fees and expenses borne by unitholders in an investment in units of the
trust.
The following table illustrates the
payments on the Options and examples of hypothetical trust returns (including a loss) for units held from the trust inception date to the scheduled
mandatory termination date of the trust. The amounts shown for the Hypothetical Total Amount for Trust reflect proceeds from the Options
The Hypothetical Returns based on the Initial NAV represents the intended percentage return on the portfolio of Options over
the life of the trust gross of any sales fees or organization costs. It is calculated by taking the amount shown under Hypothetical Total Amount
for Trust divided by the Initial NAV of $____. It is for illustrative purposes only and
14 Understanding Your
Investment
does not represent the price any
unitholder will pay for units or the returns any unitholders will receive. The Hypothetical Returns based on the Initial Unit
Price represents the percentage return an investor would receive if they bought units at the Initial Unit Price and received the amount shown
under Hypothetical Total Amount for Trust on such units. The Hypothetical Returns based on the Fee Account Initial Unit
Price represents the percentage return an investor would receive if they bought units at the Fee Account Initial Unit Price and received the
amount shown under Hypothetical Total Amount for Trust on such units.
The amounts and examples are based on
various hypothetical levels of the Market Reference Level on the Option Expiration Date. The Percentage Change is the Market
Reference Level at the close of the market on the Option Expiration Date divided by the Market Reference Level at trust inception and is shown for
illustrative purposes only based on these different Market Reference levels. These percentage changes represent the percentage increase or decrease of
the Market Reference levels from the trusts inception to the close of the New York Stock Exchange on the Option Expiration Date.
The amounts under Hypothetical
Option Proceeds (per Unit) for each of the four Options represent the net amounts due or owed, per trust unit, at the Option
Expiration Date on each Option based on the corresponding Market Reference Level. The amounts under Hypothetical Total Amount for
Trust are the sums of those four amounts. Positive amounts represent an amount to be received by the trust on the Options. Negative amounts
represent an amount to be paid by the trust on the Options. The Options are intended to be liquidated on the Option Expiration Date, rather than be
exercised, in order to avoid having the trust receive shares of the Market Reference or be obligated to deliver shares of the Market Reference. As a
result, the return actually realized on the Options upon liquidation could vary from the returns that would be realized if the Options were exercised
based on the price of shares of the Market Reference as of the close of the market on the Option Expiration Date. For an explanation of the Options
including relevant computations, please refer to the discussion under Understanding Your InvestmentAdditional Information about the
Principal Investment StrategyThe Options.
All figures in the table assume that the
Options are held to Option Expiration Date and units are held until the trusts mandatory termination date. The actual amounts that you receive or
actual losses that you experience may vary from these estimates with changes in expenses or a change in the proportional relationship of the Options
based on the number of Option contracts. The table and examples below are provided for illustrative purposes only and are hypothetical. The table and
examples do not purport to be representative of every possible scenario concerning the Market Reference. No one can predict the performance of the
Market Reference. The assumptions made in connection with the table and examples may not reflect actual events. You should not take this information as
an indication or assurance of the expected performance of the Market Reference, the Options or the return on the trust units. The actual overall
performance of the trust will vary with fluctuations in the value of the Options during the trusts life, changes in trust expenses and
liquidations of Options during the trusts life, among other things.
Understanding Your
Investment 15
Hypothetical Examples
Hypothetical
Market Reference Level |
|
Hypothetical
Option Proceeds (per Unit) |
|
Hypothetical
Returns |
Percentage
Change |
Market
Reference Level |
|
ITM
Purchased Call Options |
OTM
Written Call Options |
ATM
Purchased Put Options |
OTM
Written Put Options |
Hypothetical
Total Amount for Trust |
|
Initial
NAV ( $_____) |
Initial
Unit Price ( $10) |
Fee
Account Initial Unit Price ($______) |
35% |
$ |
____ |
|
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
|
____% |
____% |
____% |
30% |
$ |
____ |
|
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
|
____% |
____% |
____% |
25% |
$ |
____ |
|
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
|
____% |
____% |
____% |
20% |
$ |
____ |
|
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
|
____% |
____% |
____% |
15% |
$ |
____ |
|
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
|
____% |
____% |
____% |
10% |
$ |
____ |
|
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
|
____% |
____% |
____% |
5% |
$ |
____ |
|
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
|
____% |
____% |
____% |
3% |
$ |
____ |
|
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
|
____% |
____% |
____% |
0% |
$ |
____ |
|
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
|
____% |
____% |
____% |
-3% |
$ |
____ |
|
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
|
____% |
____% |
____% |
-5% |
$ |
____ |
|
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
|
____% |
____% |
____% |
-10% |
$ |
____ |
|
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
|
____% |
____% |
____% |
-15% |
$ |
____ |
|
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
|
____% |
____% |
____% |
-20% |
$ |
____ |
|
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
|
____% |
____% |
____% |
-25% |
$ |
____ |
|
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
|
____% |
____% |
____% |
-30% |
$ |
____ |
|
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
|
____% |
____% |
____% |
-35% |
$ |
____ |
|
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
|
____% |
____% |
____% |
-40% |
$ |
____ |
|
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
|
____% |
____% |
____% |
-45% |
$ |
____ |
|
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
|
____% |
____% |
____% |
-50% |
$ |
____ |
|
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
|
____% |
____% |
____% |
-55% |
$ |
____ |
|
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
|
____% |
____% |
____% |
-60% |
$ |
____ |
|
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
|
____% |
____% |
____% |
-65% |
$ |
____ |
|
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
|
____% |
____% |
____% |
-70% |
$ |
____ |
|
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
|
____% |
____% |
____% |
-75% |
$ |
____ |
|
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
|
____% |
____% |
____% |
-80% |
$ |
____ |
|
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
|
____% |
____% |
____% |
-85% |
$ |
____ |
|
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
|
____% |
____% |
____% |
-90% |
$ |
____ |
|
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
|
____% |
____% |
____% |
-95% |
$ |
____ |
|
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
|
____% |
____% |
____% |
-100% |
$ |
____ |
|
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
$ |
____ |
|
____% |
____% |
____% |
16 Understanding Your
Investment
The following examples illustrate how
payments are designed to operate in different hypothetical scenarios.
ExampleThe Market
Reference Level at the close of the New York Stock Exchange on the Option Expiration Date is $___ (125% of the Initial Market Reference Levelan
increase of 25%).
Using this set of facts, the total
hypothetical amount per unit over the trusts life is approximately $___, consisting of the following intended amounts:
|
|
the trust receiving $___ per unit on the ITM Purchased Call
Options; |
|
|
the trust paying $___ per unit on the OTM Written Call Options;
and |
|
|
no amounts being paid on the OTM Written Put Options or ATM
Purchased Put Options (i.e. expiring worthless). |
ExampleThe Market
Reference Level at the close of the New York Stock Exchange on the Option Expiration Date is $___ (103% of the Initial Market Reference Levelan
increase of 3%).
Using this set of facts, the total
hypothetical amount per unit over the trusts life is approximately $___, consisting of the following intended amounts:
|
|
the trust receiving $___ per unit on the ITM Purchased Call
Options; and |
|
|
no amounts being paid on the OTM Written Call Options, OTM Written
Put Options or ATM Purchased Put Options (i.e. expiring worthless). |
ExampleThe Market
Reference Level at the close of the New York Stock Exchange on the Option Expiration Date is $___ (100% of the Initial Market Reference Levelno
change).
Using this set of facts, the total
hypothetical amount per unit over the trusts life is approximately $___, consisting of the following intended amounts:
|
|
the trust receiving a payment of $___ per unit on the ITM
Purchased Call Options; and |
|
|
no payments being made on the OTM Written Call Options, the
OTM Written Put Options or the ATM Purchased Put Options (i.e. expiring worthless). |
ExampleThe Market
Reference Level at the close of the New York Stock Exchange on the Option Expiration Date is $___ (97% of the Initial Market Reference Levela
decrease of 3%).
Using this set of facts, the total
hypothetical amount per unit over the trusts life is approximately $___, consisting of the following intended amounts:
|
|
the trust receiving $___ per unit on the ITM Purchased Call
Options; |
|
|
the trust receiving $___ per unit on the ATM Purchased Put
Options; and |
|
|
no amounts being paid on the OTM
Written Call Options or the OTM Written Put Options (i.e. expiring worthless). |
Understanding Your
Investment 17
ExampleThe Market
Reference Level at the close of the New York Stock Exchange on the Option Expiration Date is $___ (25% of the Initial Market Reference Levela
decrease of 75%).
Using this set of facts, the total
hypothetical amount per unit over the trusts life is approximately $___, consisting of the following intended amounts:
|
|
the trust receiving $___ per unit on the ITM Purchased Call
Options; |
|
|
the trust paying $___ per unit on the OTM Written Put
Options; |
|
|
the trust receiving $___ per unit on the ATM Purchased Put
Options; |
|
|
no amounts being paid on the OTM
Written Call Options (i.e. expiring worthless). |
18 Understanding Your
Investment
HOW TO BUY
UNITS
You can buy units of a trust on any
business day the New York Stock Exchange is open by contacting your financial professional. Unit prices are available daily on the Internet at
www.AAMlive.com. The public offering price of units includes:
|
|
the net asset value per unit plus |
|
|
cash to pay organization costs plus |
The net asset value per unit
is the value of the securities, cash and other assets in a trust reduced by the liabilities of a trust divided by the total units outstanding. In
calculating the net asset value per unit, the values of the written Options are netted against the value of the purchased Options. We often refer to
the public offering price of units as the offer price or purchase price. The offer price will be effective for all orders
received prior to the close of regular trading on the New York Stock Exchange (normally 4:00 p.m. Eastern time). If we receive your order prior to the
close of regular trading on the New York Stock Exchange or authorized financial professionals receive your order prior to that time and properly
transmit the order to us by the time that we designate, then you will receive the price computed on the date of receipt. If we receive your order after
the close of regular trading on the New York Stock Exchange, if authorized financial professionals receive your order after that time or if orders are
received by such persons and are not transmitted to us by the time that we designate, then you will receive the price computed on the date of the next
determined offer price provided that your order is received in a timely manner on that date. It is the responsibility of the authorized financial
professional to transmit the orders that they receive to us in a timely manner. Certain broker-dealers may charge a transaction or other fee for
processing unit purchase orders.
Organization Costs. During
the initial offering period, part of the value of the units represents an amount of cash deposited to pay the costs of creating your trust. These costs
include the costs of preparing the registration statement and legal documents, federal and state registration fees, the initial fees and expenses of
the trustee and the initial audit. Your trust will reimburse us for these costs at the end of the initial offering period or after six months, if
earlier. The value of your units will decline when the trust pays these costs.
Value of the Securities.
We determine the value of the securities as of the close of regular trading on the New York Stock Exchange on each day that exchange is open. We
determine the value of the Options based on our good faith determination of the Options fair value. We generally determine the value of the
Options based on the last quoted sale price for the Options where readily available and appropriate. In cases where the Options were not traded on the
valuation date or where the evaluator determines that market quotations are unavailable or inappropriate, the value of the Options is based on the last
asked or bid price in the over-the-counter market if available and appropriate. If market quotes, ask prices and bid prices are unavailable or
inappropriate, each Options value is based on the evaluators good faith determination of the fair value of the Options at its reasonable
discretion based on the following methods or any combination thereof whichever the evaluator deems appropriate: (a) on the basis of the current ask or
bid price for comparable options, (ii) by determining the valuation of the Option on the ask or bid side of the market by appraisal or (iii) by any
combination of the above. During the initial offering period such determination for the purchased Options is generally on the basis of ask prices and
for the written Options is generally on the basis of bid prices. After the initial offering period ends, such determination for the purchased Options
will generally be on the basis of bid prices and for the written Options will generally be on the basis of ask prices.
Understanding Your
Investment 19
The ask side price generally represents
the price at which dealers, market-makers or investors in the market are willing to sell a security and the bid side evaluation generally represents
the price that dealers, market-makers or investors in the market are willing to pay to buy a security. The bid side evaluation is lower than the ask
side evaluation. As a result of this pricing method, unitholders should expect a decrease in the net asset value per unit on the day following the end
of the initial offering period equal to the difference between the current ask side evaluations and bid side evaluations of the
Options.
Capelogic, Inc., an independent pricing
service, determined the initial prices of the securities shown under Investment SummaryPortfolio in this prospectus as described
above at the close of regular trading on the New York Stock Exchange on the business day before the date of this prospectus. On the first day we sell
units we will compute the unit price as of the close of regular trading on the New York Stock Exchange or the time the registration statement filed
with the Securities and Exchange Commission becomes effective, if later.
Transactional Sales Fee.
You pay a fee in connection with purchasing units. We refer to this fee as the transactional sales fee. You pay the transactional sales fee
at the time you buy units. The maximum sales fee equals ___% of the public offering price per unit at the time of purchase. The transactional sales fee
is the difference between the total sales fee percentage (maximum of ___% of the public offering price per unit) and the remaining fixed dollar
creation and development fee ($___ per unit during the initial offering period). The transactional sales fee equals ___% of the public offering price
per unit during the initial offering period based on a $__ public offering price per unit, which is the unit price on the day before the trusts
inception date. Since the transactional sales fee actually equals the difference between the total sales fee and the remaining creation and development
fee, the percentage and dollar amount of the transactional sales fee will vary as the public offering price per unit varies. The transactional sales
fee does not include the creation and development fee which is described under Fees and Expenses. If you purchase units after the creation
and development fee is paid, the secondary market transactional sales fee is equal to _____% of the public offering price per unit.
Fee Accounts. Investors
may purchase units through registered investment advisers, certified financial planners or registered broker-dealers who in each case either charge
investor accounts (Fee Accounts) periodic fees for brokerage services, financial planning, investment advisory or asset management
services, or provide such services in connection with an investment account for which a comprehensive wrap fee charge (Wrap
Fee) is imposed. You should consult your financial professional to determine whether you can benefit from these accounts. If units of the
trust are purchased for a Fee Account and the units are subject to a Wrap Fee in such Fee Account (i.e., the trust is Wrap Fee
Eligible), then investors may be eligible to purchase units of the trust in these Fee Accounts at a reduced fee. During the initial offering
period, investors may be eligible to purchase units of the trust in these Fee Accounts that are not subject to the transactional sales fee but will be
subject to the creation and development fee that is retained by the sponsor. For example, this table illustrates the sales fee you will pay as a
percentage of a $10 public offering price per unit which is the unit price on the day before the trusts inception date (the percentage will vary
with the unit price).
Transactional sales fee |
|
|
|
|
0.00% |
|
Creation and development fee |
|
|
|
|
____% |
|
Total sales fee |
|
|
|
|
____% |
|
For units purchased in the secondary
market, investors may be eligible to purchase units of the trust in these Fee Accounts at the public offering price less the regular dealer concession.
Certain Fee Account investors may be assessed transaction or other fees on the purchase and/or redemption of units by their broker-dealer or other
processing organizations for providing
20 Understanding Your
Investment
certain transaction or account
activities. We reserve the right to limit or deny purchases of units in Fee Accounts by investors or selling firms whose frequent trading activity is
determined to be detrimental to the trust.
Minimum Purchase. The
minimum amount you can purchase of the trust appears under Essential Information, but such amounts may vary depending on your selling
firm.
Retirement Accounts. The
portfolio may be suitable for purchase in tax-advantaged retirement accounts. You should contact your financial professional about the accounts offered
and any additional fees imposed.
HOW TO SELL
YOUR UNITS
You can sell or redeem your units on any
business day the New York Stock Exchange is open by contacting your financial professional. Unit prices are available daily on the Internet at
www.AAMlive.com or through your financial professional. The sale and redemption price of units is equal to the net asset value per unit,
provided that you will not pay any remaining creation and development fee or organization costs if you sell or redeem units during the initial offering
period. The sale and redemption price is sometimes referred to as the liquidation price. Certain broker-dealers may charge a transaction or
other fee for processing unit redemption or sale requests.
Selling Units. We may
maintain a secondary market for units. This means that if you want to sell your units, we may buy them at the current net asset value, provided that
you will not pay any remaining creation and development fee or organization costs if you sell units during the initial offering period. We may then
resell the units to other investors at the public offering price or redeem them for the redemption price. Our secondary market repurchase price is the
same as the redemption price. Certain broker-dealers might also maintain a secondary market in units. You should contact your financial professional
for current repurchase prices to determine the best price available. We may discontinue our secondary market at any time without notice. Even if we do
not make a market, you will be able to redeem your units with the trustee on any business day for the current redemption price.
Redeeming Units.
Unitholders may also redeem units directly with the trustee, The Bank of New York Mellon, on any day the New York Stock Exchange is open. The
redemption price that a unitholder will receive for units is equal to the net asset value per unit, provided that unitholders will not pay any
remaining creation and development fee or organization costs if they redeem units during the initial offering period. A redeeming unitholder will
receive the net asset value for a particular day if the trustee receives the completed redemption request prior to the close of regular trading on the
New York Stock Exchange. Redemption requests received by authorized financial professionals prior to the close of regular trading on the New York Stock
Exchange that are properly transmitted to the trustee by the time designated by the trustee, are priced based on the date of receipt. Redemption
requests received by the trustee after the close of regular trading on the New York Stock Exchange, redemption requests received by authorized
financial professionals after that time or redemption requests received by such persons that are not transmitted to the trustee until after the time
designated by the trustee, are priced based on the date of the next determined redemption price provided they are received in a timely manner by the
trustee on such date. It is the responsibility of authorized financial professionals to transmit redemption requests received by them to the trustee so
they will be received in a timely manner. If a request is not received in a timely manner or is incomplete in any way, the unitholder will receive the
next net asset value computed after the trustee receives your completed request.
If you redeem your units, the trustee
will generally send you a payment for your units no later than seven days after it receives all necessary
Understanding Your
Investment 21
documentation (this will usually
only take two business days). The only time the trustee can delay your payment is if the New York Stock Exchange is closed (other than weekends or
holidays), the Securities and Exchange Commission determines that trading on that exchange is restricted or an emergency exists making sale or
evaluation of the securities not reasonably practicable, and for any other period that the Securities and Exchange Commission permits.
If we repurchase units, we may redeem
such units. When the sponsor redeems units, it is eligible to receive either a cash payment or receive an in-kind distribution. If we receive an
in-kind distribution, the trustee must follow certain requirements set forth in the trust agreement in connection with the redemption. The trust
agreement provides that in these cases (1) we are an affiliated redeeming unitholder and will receive our proportionate share of the trusts
current net asset value (as all redeeming unitholders are entitled to receive), (2) the securities transferred must be valued in the same manner as
they are valued for computing the net asset value, (3) neither we nor any other party with a pecuniary incentive to influence the transfer or
distribution may select or influence the selection of the transferred securities, (4) the trust must distribute its proportionate share of every asset
in the trusts portfolio with limited exceptions, (5) the transfer or distribution cannot favor us to the detriment of any other unitholder and
(6) the trustee will monitor each in-kind redemption for compliance with these requirements and maintain records for each transfer or distribution. No
unitholder other than the sponsor is eligible to receive an in-kind distribution in connection with a unit redemption.
Exchange Option. You may
be able to exchange your units for units of our other unit trusts at a reduced sales fee. You can contact your financial professional for more
information about trusts currently available for exchanges. Before you exchange units, you should read the prospectus carefully and understand the
risks and fees. You should then discuss this option with your financial professional to determine whether your investment goals have changed, whether
current trusts suit you and to discuss tax consequences. We may discontinue this option upon sixty days notice.
DISTRIBUTIONS
Distributions. Your trust
generally pays distributions of its net investment income along with any excess capital on each distribution date to unitholders of record on the
preceding record date. The record and distribution dates are shown under Essential Information in the Investment Summary
section of this prospectus. The trust is not intended to make distributions during its life. In some cases, your trust might pay a special distribution
if it holds an excessive amount of cash pending distribution. The trust will also generally make required distributions or distributions to avoid
imposition of tax at the end of each year because it is structured as a regulated investment company for federal tax purposes. The amount
of any distributions will vary from time to time as trust expenses change or due to other factors.
Investors who purchase units between a
record date and a distribution date will receive their first distribution on the second distribution date after the purchase.
Reports. The trustee or
your financial professional will make available to you a statement showing income and other receipts of your trust for each distribution. Each year the
trustee will also provide an annual report on your trusts activity and certain tax information. You can request copies of security evaluations to
enable you to complete your tax forms and audited financial statements for your trust, if available.
INVESTMENT
RISKS
All investments involve risk. This
section describes the main risks that can impact the value of the securities in your portfolio. You should understand these risks before you invest. If
the value of the securities falls, the value of
22 Understanding Your
Investment
your units will also fall. We cannot
guarantee that your trust will achieve its objective or that your investment return will be positive over any period.
Market Risk. Market risk
is the risk that the value of the securities in your trust will fluctuate. This could cause the value of your units to fall below your original
purchase price. Market values fluctuate in response to various factors. These can include factors such as changes in interest rates, inflation, the
financial condition of a securitys issuer, perceptions of the issuer, or ratings on a security. While the Options are individually related to the
Market Reference Level, the return on the Options depends on the Market Reference Level at the close of the New York Stock Exchange on the Option
Expiration Date. Even though we supervise your portfolio, you should remember that we do not manage your portfolio. Your trust will not liquidate an
asset solely because the market value falls as is possible in a managed fund.
Options Risk. The value of
the Options will be affected by changes in the value of the Market Reference, the Underlying Index and its underlying securities, changes in interest
rates, changes in the actual and perceived volatility of the stock market, the Market Reference, the Underlying Index and its underlying securities,
and the remaining time to the Option Expiration Date, among other things. The value of the Options does not increase and decrease at the same rate as
the Market Reference Level. However, as an option approaches its expiration date, its value is expected to increasingly move with the applicable
reference. The written Options create an obligation for the trust. As a result, after the premium is received on the written Options, the written
Options will reduce the value of your units. The trust may experience substantial downside from specific option contracts positions and option contract
positions may expire worthless. The Options are intended to be liquidated on the Option Expiration Date, rather than be exercised, in order to avoid
having the trust receive shares of the Market Reference Asset or be obligated to deliver shares of the Market Reference. As a result, the return
actually realized on the Options upon liquidation could vary from the returns that would be realized if the Options were exercised based on the price
of shares of the Market Reference as of the close of the market on the Option Expiration Date.
Market Reference Performance and
Equity Risk. The Options contracts represent indirect positions in the Market Reference and are subject to changes in value as the Market
Reference Level rises or falls. The anticipated proceeds from of the Options is based on the Market Reference Level at the close of the New York Stock
Exchange on the Option Expiration Date, and will be substantially determined by market conditions and the Market Reference Level and the value of the
securities comprising the Market Reference as of such time. The Market Reference Level will fluctuate over time based on changes in the value of the
Underlying Index and securities represented by the Market Reference which are subject to risks associated with investments in equity securities
including changes in general economic conditions, expectations for future economic growth and corporate profits, interest rates and the supply and
demand for securities.
Potential for Loss of Some or All
of Your Investment. Your investment in the trust may result in a significant loss including the possibility of the loss of all of your initial
investment.
Credit Risk. An issuer,
guarantor or counter-party of a security in the trust is unable or unwilling to meet its obligation on the security. The OCC is guarantor and central
counterparty with respect to the Options. As a result, the ability of the trust to meet its objective depends on the OCC being able to meet its
obligations.
Capped Upside. The
intended returns for units purchased on the trusts inception date and held for the life of the trust is based on the performance of the Market
Reference and is subject to a capped amount of $____ per trust unit and may represent a return that is worse than the performance of the Market
Reference. Even if
Understanding Your
Investment 23
there are significant increases in
the Market Reference Level, the amount you may receive is capped at $___ per trust unit. You may experience significant losses on your investment if
the value of the Market Reference declines. You may realize a return (including a loss) that is higher or lower than the intended returns as a result
of redeeming units prior to the trusts mandatory termination date and in various circumstances including where Options are otherwise liquidated
by the trust prior to their expiration or maturity, if the trust is unable to maintain the proportional relationship of the Options based on the number
of Option contracts in the trusts portfolio or increases in potential expenses of the trust above estimated levels.
Legislation Risk. Tax
legislation proposed by the President or Congress, tax regulations proposed by the U.S. Treasury or positions taken by the Internal Revenue Service
could affect the value of the trust by changing the taxation or tax characterizations of the portfolio securities, or dividends and other income paid
by or related to such securities. Congress has considered such proposals in the past and may do so in the future. Various legislative initiatives will
be proposed from time to time in the United States and abroad which may have a negative impact on certain of the companies represented in the trust. In
addition, litigation regarding any of the issuers of the securities or of the industries represented by these issuers may negatively impact the share
prices of these securities. No one can predict whether any legislation will be proposed, adopted or amended by Congress and no one can predict the
impact that any other legislation might have on the trust or its portfolio securities.
Tax Risk. The trust must
satisfy certain diversification tests based on the value of its investments in order to continue to qualify as a regulated investment company and have
special tax treatment, as detailed in the Understanding Your InvestmentTaxes section of this prospectus.
Implied Volatility Risk.
This is the risk that the value of the Options may change with the implied volatility of the Market Reference and the securities comprising the Market
Reference. No one can predict whether implied volatility will rise or fall in the future.
Liquidity Risk. This is
the risk that the value of a security will fall if trading in the security is limited or absent. No one can guarantee that a liquid secondary trading
market will exist for the securities. Trading in the Options may be less deep and liquid than certain other securities. The Options may be less liquid
than certain non-customized options. In a less liquid market for the Options, liquidating the Options may require the payment of a premium or
acceptance of a discounted price and may take longer to complete. In a less liquid market for the Options, the liquidation of a large number of options
may more significantly impact the price. A less liquid trading market may adversely impact the value of the Options and your units.
Early Trust Termination.
The trustee has the power to terminate your trust early in limited cases as described under Understanding Your InvestmentHow Your Trust
WorksTermination of Your Trust including if the value of the trust is less than 40% of the original value of the securities in the trust at
the time of deposit. If the trust terminates early, the trust may suffer losses and be unable to achieve its investment objective. This could result in
a reduction in the value of units and result in a significant loss to investors.
Sale of Trust Property to Pay
Trust Expenses. Cash deposited in the trust may be insufficient to satisfy the fees and expenses of the trust. If the cash balances are
insufficient to provide for fees, expenses and other amounts payable by the trust, the trust may sell trust property to pay such amounts. These sales
may result in losses to unitholders and the inability of the trust to meet its investment objective.
No FDIC Guarantee. An
investment in the trust is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit
24 Understanding Your
Investment
Insurance Corporation or any other
government agency.
HOW YOUR TRUST
WORKS
Your Trust. Your trust is
a unit investment trust registered under the Investment Company Act of 1940. We created the trust under a trust agreement between Advisors Asset
Management, Inc. (as depositor/sponsor, evaluator and supervisor) and The Bank of New York Mellon (as trustee). To create your trust, we caused
securities to be deposited with the trustee (or contracts to purchase securities along with an irrevocable letter of credit or other consideration to
pay for the securities). In exchange, the trustee delivered units of your trust to us. Each unit represents an undivided interest in the assets of your
trust. These units remain outstanding until redeemed or until your trust terminates.
Changing Your Portfolio.
Your trust is not a managed fund. Unlike a managed fund, we designed your portfolio to remain relatively fixed. Your trust will generally buy and sell
securities:
|
|
to issue additional units or redeem units, |
|
|
in limited circumstances to protect the trust, |
|
|
to make required distributions or avoid imposition of taxes on the
trust, or |
|
|
as permitted by the trust agreement. |
When your trust sells securities, the
composition and diversity of the securities in the portfolio may be altered. However, if the trustee sells securities to redeem units or pay trust
expenses or sales charges, the trustee will do so, as nearly as practicable, on a pro rata basis. Your trust will generally reject any offer for
securities or other property in exchange for the securities in its portfolio. If your trust receives securities or other property, it will either hold
the securities or property in the portfolio or sell the securities or property and distribute the proceeds.
We may increase the size of your trust
as we sell units. If we create additional units, we will seek to replicate the existing portfolio. If your trust buys securities, it may pay brokerage
or other acquisition fees. You could experience a dilution of your investment because of these fees and fluctuations in security prices between the
time we create units and the time your trust buys the securities. Because the trusts pay the brokerage fees associated with the creation of new units
and with the sale of securities to meet redemption and exchange requests, frequent redemption and exchange activity will likely result in higher
brokerage expenses. When your trust buys or sells securities, we may direct that it place orders with and pay brokerage commissions to brokers that
sell units or are affiliated with your trust or the trustee.
Pursuant to an exemptive order, your
trust may be able to purchase securities from other trusts that we sponsor when we create additional units. Your trust may also be able to sell
securities to other trusts that we sponsor to satisfy unit redemption, pay expenses, in connection with periodic tax compliance or in connection with
the termination of your trust. The exemption may enable each trust to eliminate commission costs on these transactions. The price for those securities
will be the closing price on the sale date on the exchange where the securities are principally traded as certified by us to the
trustee.
Amending the Trust
Agreement. The sponsor and the trustee can change the trust agreement without your consent to correct any provision that may be defective or to
make other provisions that will not materially adversely affect your interest (as determined by the sponsor and the trustee). We cannot change this
agreement to reduce your interest in your trust without your consent. Investors owning two-thirds of the units in your trust may vote to change this
agreement.
Termination of Your Trust.
Your trust will terminate on the mandatory termination date set forth under Essential Information in the
Understanding Your
Investment 25
Investment Summary section of this prospectus or upon the earlier
maturity, payment, redemption, sale or other liquidation of all of the securities in the portfolio. The trustee may terminate your trust early if the
value of the trust is less than 40% of the original value of the securities in the trust at the time of deposit. At this size, the expenses of your
trust may create an undue burden on your investment. The trustee may terminate your trust is it fails to qualify as a regulated investment
company for tax purposes. Investors owning two-thirds of the units in your trust may also vote to terminate the trust early. The trustee will
liquidate the trust in the event that a sufficient number of units not yet sold to the public are tendered for redemption so that the net worth of a
trust would be reduced to less than 40% of the value of the securities at the time they were deposited in a trust. If this happens, we will refund any
sales charge that you paid.
You will receive your final distribution
within a reasonable time following liquidation of all the securities after deducting final expenses. Your termination distribution may be less than the
price you originally paid for your units.
The Sponsor. The sponsor
of the trust is Advisors Asset Management, Inc. We are a broker-dealer specializing in providing trading and support services to broker-dealers,
registered representatives, investment advisers and other financial professionals. Our headquarters are located at 18925 Base Camp Road, Monument,
Colorado 80132. You can contact our unit investment trust division at 8100 East 22nd Street North, Building 800, Suite 102, Wichita, Kansas
67226 or by using the contacts listed on the back cover of this prospectus. AAM is a registered broker-dealer and investment adviser, a member of the
Financial Industry Regulatory Authority, Inc. (FINRA) and Securities Investor Protection Corporation (SIPC) and a registrant of the Municipal
Securities Rulemaking Board (MSRB). If we fail to or cannot perform our duties as sponsor or become bankrupt, the trustee may replace us, continue to
operate your trust without a sponsor, or terminate your trust.
We and your trust have adopted a code of
ethics requiring our employees who have access to information on trust transactions to report personal securities transactions. The purpose of the code
is to avoid potential conflicts of interest and to prevent fraud, deception or misconduct with respect to your trust.
The sponsor or an affiliate may use the
list of securities in the trust in its independent capacity (which may include acting as an investment adviser or broker-dealer) and distribute this
information to various individuals and entities. The sponsor or an affiliate may recommend or effect transactions in the securities. This may also have
an impact on the price your trust pays for the securities and the price received upon unit redemption or trust termination. The sponsor may act as
agent or principal in connection with the purchase and sale of securities, including those held by the trust, and may act as a specialist market maker
in the securities. The sponsor may also issue reports and make recommendations on the securities in the trust. The sponsor or an affiliate may have
participated in a public offering of one or more of the securities in the trust. The sponsor, an affiliate or their employees may have a long or short
position in these securities or related securities. An officer, director or employee of the sponsor or an affiliate may be an officer or director for
the issuers of the securities.
The Trustee. The Bank of
New York Mellon is the trustee of your trust with its principal unit investment trust division offices located at 2 Hanson Place, 12th Floor, Brooklyn,
New York 11217. You can contact the trustee by calling the telephone number on the back cover of this prospectus or by writing to its unit investment
trust office. We may remove and replace the trustee in some cases without your consent. The trustee may also resign by notifying us and
investors.
How We Distribute Units.
We sell units to the public through broker-dealers and other firms. These distribution firms each receive part
26 Understanding Your
Investment
of the sales fee when they sell
units. During the initial offering period, the broker-dealer concession or agency commission for broker-dealers and other firms is ____% of the public
offering price per unit at the time of the transaction. After the initial offering period, the broker-dealer concession or agency commission for
secondary market transactions is equal to ___% of the public offering price per unit at the time of the transaction. No broker-deal concession or
agency commission is paid to broker-dealers, investment advisers or other selling firms in connection with unit sales in Fee Accounts subject to a Wrap
Fee.
Broker-dealers and other firms that sell
units of certain unit investment trusts for which AAM acts as sponsor are eligible to receive additional compensation for volume sales. The sponsor
offers two separate volume concession structures for certain trusts that are referred to as Volume Concession A and Volume Concession
B. The trusts offered in this prospectus are Volume Concession A trusts. Broker-dealers and other firms that sell units of any Volume Concession
A trust are eligible to receive the additional compensation described below. Such payments will be in addition to the regular concessions paid to firms
as set forth in the applicable trusts prospectus.
The additional concession for sales in a
calendar month is based on total initial offering period sales of all Volume Concession A trusts during the 12-month period through the end of the
preceding calendar month as set forth in the following table:
Initial Offering Period Sales In
Preceding 12 Months |
|
|
|
Volume Concession |
$25,000,000 but less than $100,000,000 |
|
|
|
|
0.035 |
% |
$100,000,000 but less than $150,000,000 |
|
|
|
|
0.050 |
|
$150,000,000 but less than $250,000,000 |
|
|
|
|
0.075 |
|
$250,000,000 but less than $1,000,000,000 |
|
|
|
|
0.100 |
|
$1,000,000,000 but less than $5,000,000,000 |
|
|
|
|
0.125 |
|
$5,000,000,000 but less than $7,500,000,000 |
|
|
|
|
0.150 |
|
$7,500,000,000 or more |
|
|
|
|
0.175 |
|
We will pay these amounts out of our own
assets within a reasonable time following each calendar month.
The volume concessions will be paid on
units of all Volume Concession A trusts sold in the initial offering period, except as described below. For a trust to be eligible for this additional
Volume Concession A compensation, the trusts prospectus must include disclosure related to the additional Volume Concession A compensation; a
trust is not eligible for additional Volume Concession A compensation if the prospectus for such trust does not include disclosure related to the
additional Volume Concession A compensation. In addition, dealer firms will not receive volume concessions on the sale of units which are not subject
to a transactional sales charge. However, such sales will be included in determining whether a firm has met the sales level breakpoints for volume
concessions subject to the policies of the related selling firm. Secondary market sales of all unit trusts are excluded for purposes of these volume
concessions.
Any sales fee discount is borne by the
broker-dealer or selling firm out of the broker-dealer concession or agency commission. We reserve the right to change the amount of compensation paid
to selling firms from time to time. Some brokerdealers and other selling firms may limit the compensation they or their representatives receive in
connection with unit sales. As a result, certain broker-dealers and other selling firms may waive or refuse payment of all or a portion of the regular
concession or agency commission and/or volume concession described above and instruct the sponsor to retain such amounts rather than pay or allow the
amounts to such firm.
We currently may provide, at our own
expense and out of our own profits, additional compensation and benefits to broker-dealers and other firms who sell units of your trust and our other
products. This compensation is intended to result in additional sales of our products and/or compensate broker-dealers and financial advisors for past
sales. A number of factors are considered in determining whether to pay these additional amounts. Such factors may include, but are not limited to, the
level or type of services provided
Understanding Your
Investment 27
by the intermediary, the level or
expected level of sales of our products by the intermediary or its agents, the placing of our products on a preferred or recommended product list and
access to an intermediarys personnel. We may make these payments for marketing, promotional or related expenses, including, but not limited to,
expenses of entertaining retail customers and financial advisors, advertising, sponsorship of events or seminars, obtaining information about the
breakdown of unit sales among an intermediarys representatives or offices, obtaining shelf space in broker-dealer firms and similar activities
designed to promote the sale of our products. We make such payments to a substantial majority of intermediaries that sell our products. We may also
make certain payments to, or on behalf of, intermediaries to defray a portion of their costs incurred for the purpose of facilitating unit sales, such
as the costs of developing or purchasing trading systems to process unit trades. Payments of such additional compensation described in this paragraph
and the volume concessions described above, some of which may be characterized as revenue sharing, may create an incentive for financial
intermediaries and their agents to sell or recommend our products, including your trust, over other products. These arrangements will not change the
price you pay for your units.
We generally register units for sale in
various states in the U.S. We do not register units for sale in any foreign country. This prospectus does not constitute an offer of units in any state
or country where units cannot be offered or sold lawfully. We may reject any order for units in whole or in part.
We may gain or lose money when we hold
units in the primary or secondary market due to fluctuations in unit prices. The gain or loss is equal to the difference between the price we pay for
units and the price at which we sell or redeem them. We may also gain or lose money when we deposit securities to create units. The amount of our
profit or loss on the initial deposit of securities into the trust is shown in the Notes to Portfolio.
TAXES
This section summarizes some of the main
U.S. federal income tax consequences of owning units of the trust. This section is current as of the date of this prospectus. Tax laws and
interpretations change frequently, and these summaries do not describe all of the tax consequences to all taxpayers. For example, these summaries
generally do not describe your situation if you are a corporation, a non U.S. person, a broker/dealer, or other investor with special circumstances. In
addition, this section does not describe your state, local or foreign tax consequences.
This federal income tax summary is based
in part on the advice of counsel to the sponsor. The Internal Revenue Service could disagree with any conclusions set forth in this section. In
addition, our counsel was not asked to review, and has not reached a conclusion with respect to the federal income tax treatment of the assets to be
deposited in the trust. This may not be sufficient for you to use for the purpose of avoiding penalties under federal tax law.
As with any investment, you should seek
advice based on your individual circumstances from your own tax advisor.
Trust Status. The trust
intends to qualify as a regulated investment company under the federal tax laws. If the trust qualifies as a regulated investment company
and distributes its income as required by the tax law, the trust generally will not pay federal income taxes.
Distributions. Trust
distributions are generally taxable. After the end of each year, you will receive a tax statement that separates your trusts distributions into
three categories, ordinary income distributions, capital gains dividends and return of capital. Ordinary income distributions are generally taxed at
your ordinary tax rate, however, as further discussed below, certain ordinary income distributions received from the trust may be taxed at the capital
gains tax rates. Generally, you will treat all capital gains dividends as
28 Understanding Your
Investment
long-term capital gains regardless
of how long you have owned your units. To determine your actual tax liability for your capital gains dividends, you must calculate your total net
capital gain or loss for the tax year after considering all of your other taxable transactions, as described below. In addition, the trust may make
distributions that represent a return of capital for tax purposes and thus will generally not be taxable to you. The tax status of your distributions
from your trust is not affected by whether you reinvest your distributions in additional units or receive them in cash. The income from your trust that
you must take into account for federal income tax purposes is not reduced by amounts used to pay a deferred sales fee, if any. The tax laws may require
you to treat distributions made to you in January as if you had received them on December 31 of the previous year. Under the Health Care and
Education Reconciliation Act of 2010, income from the trust may also be subject to a 3.8 percent medicare tax. This tax will
generally apply to your net investment income if your adjusted gross income exceeds certain threshold amounts, which are $250,000 in the case of
married couples filing joint returns and $200,000 in the case of single individuals.
Dividends Received
Deduction. A corporation that owns units generally will not be entitled to the dividends received deduction with respect to many dividends
received from the trust because the dividends received deduction is generally not available for distributions from regulated investment companies.
However, certain ordinary income dividends on units that are attributable to qualifying dividends received by the trust from certain corporations may
be designated by the trust as being eligible for the dividends received deduction.
Sale Or Redemption Of
Units. If you sell or redeem your units, you will generally recognize a taxable gain or loss. To determine the amount of this gain or loss, you
must subtract your tax basis in your units from the amount you receive in the transaction. Your tax basis in your units is generally equal to the cost
of your units, generally including sales charges. In some cases, however, you may have to adjust your tax basis after you purchase your units. If the
Option contracts are collapsed into a single contract or if the gain on one or more of the Option contracts is greater than the gain that the trust
would have recognized had the trust held the underlying referenced securities, all or a portion of the capital gain recognized by the trust may be
recharacterized as ordinary income. In certain circumstances, an interest charge may also be applied.
Capital Gains and Losses and
Certain Ordinary Income Dividends. If you are an individual, the maximum marginal stated federal tax rate for net capital gain is generally 20%
for taxpayers in the 37% tax bracket, 15% for taxpayers below the maximum 15% amount and 0% for taxpayers below the maximum zero rate amount. Some
portion of your capital gains dividends may be subject to higher maximum marginal stated federal income tax rates. Capital gains may also be subject to
the medicare tax described above. The maximum 15% rate amount is $479,000 for joint returns. The maximum zero rate amount is $77,200. Both
are adjusted for inflation.
Net capital gain equals net long-term
capital gain minus net short-term capital loss for the taxable year. Capital gain or loss is long-term if the holding period for the asset is more than
one year and is short-term if the holding period for the asset is one year or less. You must exclude the date you purchase your units to determine your
holding period. However, if you receive a capital gain dividend from your trust and sell your unit at a loss after holding it for six months or less,
the loss will be recharacterized as long-term capital loss to the extent of the capital gain dividend received. The tax rates for capital gains
realized from assets held for one year or less are generally the same as for ordinary income. The Internal Revenue Code treats certain capital gains as
ordinary income in special situations. If the Option contracts are collapsed into a single contract or if the gain on one or more of the Option
contracts is greater than the gain that the
Understanding Your
Investment 29
trust would have recognized had the
trust held the underlying referenced securities, all or a portion of the capital gain recognized by the trust may be recharacterized as ordinary
income. In certain circumstances, an interest charge may also be applied.
Ordinary income dividends received by an
individual unitholder from a regulated investment company such as the trust are generally taxed at the same rates that apply to net capital gain (as
discussed above), provided certain holding period requirements are satisfied and provided the dividends are attributable to qualifying dividends
received by the trust itself. The trust will provide notice to its unitholders of the amount of any distribution which may be taken into account as a
dividend which is eligible for the capital gains tax rates. However, to the extent the Options are fully offsetting positions, the ability of the fund
to obtain long-term capital gain treatment may be reduced. Also, to the extent the gain on the Options exceeds the gain on the Market Reference, there
is a risk that Section 1260 of the Internal Revenue Code will recharacterize such excess gain as ordinary income.
In-Kind Distributions.
Under certain circumstances, as described in this prospectus, you may receive an in-kind distribution of trust securities when you redeem units or when
your trust terminates. This distribution will be treated as a sale for federal income tax purposes and you will generally recognize gain or loss,
generally based on the value at that time of the securities and the amount of cash received. The Internal Revenue Service could however assert that a
loss could not be currently deducted.
Exchanges. If you elect to
have your proceeds from your trust rolled over into a future trust, the exchange would generally be considered a sale for federal income tax
purposes.
Deductibility of Trust
Expenses. Expenses incurred and deducted by your trust will generally not be treated as income taxable to you. In some cases, however, you may
be required to treat your portion of these trust expenses as income. In these cases you may be able to take a deduction for these expenses. However,
certain miscellaneous itemized deductions, such as investment expenses, may be deducted by individuals only to the extent that all of these deductions
exceed 2% of the individuals adjusted gross income. Some individuals may also be subject to further limitations on the amount of their itemized
deductions, depending on their income.
Foreign Tax Credit. If
your trust invests in any foreign securities, the tax statement that you receive may include an item showing foreign taxes your trust paid to other
countries. In this case, dividends taxed to you will include your share of the taxes your trust paid to other countries. You may be able to deduct or
receive a tax credit for your share of these taxes.
Investments in Certain Foreign
Corporations. If the trust holds an equity interest in any passive foreign investment companies (PFICs), which
are generally certain foreign corporations that receive at least 75% of their annual gross income from passive sources (such as interest, dividends,
certain rents and royalties or capital gains) or that hold at least 50% of their assets in investments producing such passive income, the trust could
be subject to U.S. federal income tax and additional interest charges on gains and certain distributions with respect to those equity interests, even
if all the income or gain is timely distributed to its unitholders. The trust will not be able to pass through to its unitholders any credit or
deduction for such taxes. The trust may be able to make an election that could ameliorate these adverse tax consequences. In this case, the trust would
recognize as ordinary income any increase in the value of such PFIC shares, and as ordinary loss any decrease in such value to the extent it did not
exceed prior increases included in income. Under this election, the trust might be required to recognize in a year income in excess of its
distributions from PFICs and its proceeds from dispositions of PFIC stock during that year, and such income would nevertheless be
30 Understanding Your
Investment
subject to the distribution
requirement and would be taken into account for purposes of the 4% excise tax. Dividends paid by PFICs are not treated as qualified dividend
income.
Foreign Investors. If you
are a foreign investor (i.e., an investor other than a U.S. citizen or resident or a U.S. corporation, partnership, estate or trust), you should be
aware that, generally, subject to applicable tax treaties, distributions from the trust will be characterized as dividends for federal income tax
purposes (other than dividends which the trust properly reports as capital gain dividends) and will be subject to U.S. income taxes, including
withholding taxes, subject to certain exceptions described below. However, distributions received by a foreign investor from the trust that are
properly reported by the trust as capital gain dividends may not be subject to U.S. federal income taxes, including withholding taxes, provided that
the trust makes certain elections and certain other conditions are met. In addition, distributions in respect of units may be subject to a U.S.
withholding tax of 30% in the case of distributions to (i) certain non-U.S. financial institutions that have not entered into an agreement with the
U.S. Treasury to collect and disclose certain information and are not resident in a jurisdiction that has entered into such an agreement with the U.S.
Treasury and (ii) certain other non-U.S. entities that do not provide certain certifications and information about the entitys U.S. owners.
Dispositions of units by such persons may be subject to such withholding. You should also consult your tax advisor with respect to other U.S. tax
withholding and reporting requirements.
EXPENSES
Your trust will pay various expenses to
conduct its operations. The Fees and Expenses section of the Investment Summary in this prospectus shows the estimated amount
of these expenses.
The sponsor will receive a fee from your
trust for creating and developing the trust, including determining the trusts objectives, policies, composition and size, selecting service
providers and information services and for providing other similar administrative and ministerial functions. This creation and development
fee is a charge of $___ per unit. The trustee will deduct this amount from your trusts assets as of the close of the initial offering
period. Cash has been deposited to pay this amount. No portion of this fee is applied to the payment of distribution expenses or as compensation for
sales efforts. This fee will not be deducted from proceeds received upon a repurchase, redemption or exchange of units before the close of the initial
public offering period.
Your trust will pay a fee to the trustee
for its services. The trustee also benefits when it holds cash for your trust in non-interest bearing accounts. Your trust will reimburse us as
supervisor, evaluator and sponsor for providing portfolio supervisory services, for evaluating your portfolio and for providing bookkeeping and
administrative services. Our reimbursements may exceed the costs of the services we provide to your trust but will not exceed the costs of services
provided to all of our unit investment trusts in any calendar year. All of these fees may adjust for inflation without your approval. Cash has been
deposited to pay these amounts.
Your trust will also pay its general
operating expenses. Your trust may pay expenses such as trustee expenses (including legal and auditing expenses), various governmental charges, fees
for extraordinary trustee services, costs of taking action to protect your trust, costs of indemnifying the trustee and the sponsor, legal fees and
expenses and expenses incurred in contacting you. Your trust may pay the costs of updating its registration statement each year. The trustee will
generally pay trust expenses from the cash deposited to pay these amounts but in some cases may sell securities to pay trust expenses.
Understanding Your
Investment 31
EXPERTS
Legal Matters. Chapman and
Cutler LLP acts as counsel for the trust and has given an opinion that the units are validly issued. Dorsey & Whitney LLP acts as counsel for the
trustee.
Independent Registered Public
Accounting Firm. Grant Thornton LLP, independent registered public accounting firm, audited the statement of financial condition and the
portfolio in this prospectus.
ADDITIONAL
INFORMATION
This prospectus does not contain all the
information in the registration statement that your trust filed with the Securities and Exchange Commission. The Information Supplement, which was
filed with the Securities and Exchange Commission, includes more detailed information about the securities in your portfolio, investment risks and
general information about your trust. You can obtain the Information Supplement by contacting us or the Securities and Exchange Commission as indicated
on the back cover of this prospectus. This prospectus incorporates the Information Supplement by reference (it is legally considered part of this
prospectus).
32 Understanding Your
Investment
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Sponsor and
Unitholders
Advisors Disciplined Trust 1682
Opinion on
the financial statements
We have audited
the accompanying statement of financial condition, including the trust portfolio on pages 5 through 8 of Advisors
Disciplined Trust 1682 (the Trust) as of _______, 2019, the initial date of deposit, and the related
notes (collectively referred to as the financial statements). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Trust as of _______, 2019, in conformity
with accounting principles generally accepted in the United States of America.
Basis for
opinion
These financial
statements are the responsibility of Advisors Asset Management, Inc., the Sponsor. Our responsibility is to
express an opinion on the Trusts financial statements based on our audit. We are a public accounting
firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and
are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws
and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted
our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement,
whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit
of its internal control over financial reporting. As part of our audit we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness
of the Trusts internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included
performing procedures to assess the risks of material misstatement of the financial statements, whether due
to error or fraud, and performing procedures that respond to those risks. Such procedures included examining,
on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audit also
included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. Our procedures included confirmation of cash
or irrevocable letter of credit deposited for the purchase of securities as shown in the statement of financial
condition as of _______, 2019 by correspondence with The Bank of New York Mellon, Trustee. We believe that
our audit provides a reasonable basis for our opinion.
/s/ GRANT THORNTON
LLP
We have served
as the auditor of one or more of the unit investment trusts, sponsored by Advisors Asset Management, Inc. and
its predecessor since 2003.
Chicago, Illinois
_______, 2019
Understanding Your
Investment 33
Advisors Disciplined Trust 1682
Statement of Financial Condition as of _________, 2019
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Investment
in securities |
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Contracts
to purchase purchased Options (1)(2) |
$ |
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Cash
(3)(4) |
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Total |
$ |
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Liabilities
and interest of investors |
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Liabilities: |
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Value
of written Options (1) |
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Organization
costs (3) |
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Creation
and development fee (4) |
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Interest
of investors: |
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Cost
to investors (5) |
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Less:
sales fee (4)(5) |
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Less:
organization costs and creation and development fee (3)(4)(5) |
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Net
interest of investors |
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Total |
$ |
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Number
of units |
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Net
asset value per unit |
$ |
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(1) |
|
The trust invests
in a portfolio of Options. Aggregate cost of the securities is listed under the Portfolio and is based on their
underlying value. |
(2) |
|
Cash or an irrevocable
letter of credit has been deposited with the trustee covering the funds necessary for the purchase of securities in the trust
represented by purchase contracts. |
(3) |
|
A portion of the public
offering price represents an amount of cash sufficient to pay for all or a portion of the costs incurred in establishing
the trust. These costs have been estimated at $_____ per unit for the trust. A distribution will be made as of the earlier
of the close of the initial offering period or six months following the trusts inception date to an account maintained
by the trustee from which this obligation of the investors will be satisfied. To the extent the actual organization costs
are greater than the estimated amount, only the estimated organization costs added to the public offering price will be reimbursed
to the sponsor and deducted from the assets of the trust. |
(4) |
|
The total sales fee
consists of a transactional sales fee and a creation and development fee. The transactional sales fee is equal to the difference
between the maximum sales fee and the creation and development fee. The maximum sales fee is equal to ___% of the public
offering price. The creation and development fee is equal to $___ per unit. A portion of the public offering price per unit
consists of an amount of cash to pay this fee. |
(5) |
|
The aggregate cost
to investors includes the applicable sales fee assuming no reduction of sales fees. |
34 Understanding Your
Investment
Contents
Investment
Summary
|
|
A
concise description of essential information about the portfolio |
|
|
|
2 Market Linked Trusts 2 Investment Objective 2 Principal Investment Strategy 4 Graph of Hypothetical Total Amount
for Trust 5 Who Should Invest 5 Essential Information 5 Fees and Expenses 6 Principal Risks 9 Portfolio |
Understanding Your
Investment
|
|
Detailed information to help you understand your investment |
|
|
|
11 Additional Information about the Principal Investment Strategy 14 Hypothetical Examples
19 How to Buy Units 21 How to Sell Your Units 22 Distributions 22 Investment Risks
25 How Your Trust Works 28 Taxes 31 Expenses 32 Experts 32 Additional
Information 33 Report of Independent Registered Public Accounting Firm 34 Statement of Financial
Condition |
Where to Learn
More
|
|
You can contact us for free information about this and other investments, including the Information Supplement |
|
|
|
Visit us on the Internet http://www.AAMlive.com
Call Advisors Asset Management, Inc. (877) 858-1773
Call The Bank
of New York Mellon (800) 848-6468 |
Additional
Information
|
|
This prospectus does not contain all information filed with the Securities and Exchange Commission. To obtain or copy this
information including the Information Supplement (a duplication fee may be required): |
E-mail: |
|
|
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publicinfo@sec.gov
|
Write: |
|
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Public Reference Section Washington, D.C. 20549 |
Visit: |
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|
http://www.sec.gov (EDGAR Database) |
Call: |
|
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1-202-551-8090 (only for information on the operation of the Public Reference Section) |
|
Refer to:
|
Advisors Disciplined Trust 1682 |
Securities Act file number: 333-210905 |
Investment Company Act file number: 811-21056 |
ACE
MLTSM
BUFFERED PORTFOLIO,
SERIES
2019-1
PROSPECTUS
___________, 2019
Advisors Disciplined Trust 1682
ACE MLTSM, Buffered
Portfolio Series 2019-1
Information
Supplement
This Information
Supplement provides additional information concerning each trust described in the prospectus for the Advisors Disciplined Trust
series identified above. This Information Supplement should be read in conjunction with the prospectus. It is not a prospectus.
It does not include all of the information that an investor should consider before investing in a trust. It may not be used to
offer or sell units of a trust without the prospectus. This Information Supplement is incorporated into the prospectus by reference
and has been filed as part of the registration statement with the Securities and Exchange Commission for each applicable trust.
Investors should obtain and read the prospectus prior to purchasing units of a trust. You can obtain the prospectus without charge
at www.aamlive.com or by contacting your financial professional or by contacting
the unit investment trust division of Advisors Asset Management, Inc. at 18925 Base Camp Road, Suite 203, Monument, Colorado 80132
or at 8100 East 22nd Street North, Building 800, Suite 102, Wichita, Kansas 67226 or by calling
(877) 858-1773. This Information Supplement is dated as of the date of the prospectus.
Contents
General Information |
2 |
Investment Objective and Policies |
3 |
Risk Factors |
5 |
Administration of the Trust |
10 |
Portfolio Transactions and Brokerage Allocation |
19 |
Purchase, Redemption and Pricing of Units |
19 |
Performance Information |
27 |
General Information
Each trust is
one of a series of separate unit investment trusts (“UITs”) created under the name Advisors Disciplined Trust
and registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Each trust
was created as a common law trust on the initial date of deposit set forth in the prospectus for such trust under the laws of
the state of New York. Each trust was created under a trust agreement among Advisors Asset Management, Inc. (as sponsor/depositor,
evaluator and supervisor) and The Bank of New York Mellon (as trustee).
When a trust
was created, the sponsor delivered to the trustee securities or contracts for the purchase thereof for deposit in the trust and
the trustee delivered to the sponsor documentation evidencing the ownership of units of the trust. At the close of the New York
Stock Exchange on a trust’s initial date of deposit or the first day units are offered to the public, the number of units
may be adjusted so that the public offering price per unit equals $10. The number of units, fractional interest of each unit in
a trust will increase or decrease to the extent of any adjustment. Additional units of a trust may be issued from time to time
by depositing in the trust additional securities (or contracts for the purchase thereof together with cash or irrevocable letters
of credit) or cash (including a letter of credit or the equivalent) with instructions to purchase additional securities. As additional
units are issued by a trust, the aggregate value of the securities in the trust will be increased and the fractional undivided
interest in the trust represented by each unit will be decreased. The sponsor may continue to make additional deposits of securities
into a trust, provided that such additional deposits will be in amounts which will generally maintain the existing relationship
among the number of options contracts in such trust. Thus, although additional units will be issued, each unit will generally
continue to represent the approximately same number of contracts of each option. If the sponsor deposits cash to purchase additional
securities, existing and new investors may experience a dilution of their investments and a reduction in their anticipated income
because of fluctuations in the prices of the securities between the time of the deposit and the purchase of the securities and
because a trust will pay any associated brokerage fees.
Neither the
sponsor nor the trustee shall be liable in any way for any failure in any of the securities. However, should any contract for
the purchase of any of the securities initially deposited in a trust fail, the sponsor will, unless substantially all of the moneys
held in the trust to cover such purchase are reinvested in substitute securities in accordance with the trust agreement, refund
the cash and sales charge attributable to such failed contract to all unitholders on the next distribution date.
Investment Objective
and Policies
The trust seeks
to provide enhanced returns based on the performance of the SPDR® S&P 500® ETF Trust (the “Market Reference”)
with a buffer, subject to a capped amount. The prospectus provides additional information regarding the trust’s objective
and investment strategy.
The trust is
a UIT and is not an “actively managed” fund. Traditional methods of investment management for a managed fund typically
involve frequent changes in a portfolio of securities on the basis of economic, financial and market analysis. The portfolio of
a trust, however, will not be actively managed and therefore the adverse financial condition of an issuer will not necessarily
require the sale of its securities from a portfolio.
The sponsor
may not alter the portfolio of a trust by the purchase, sale or substitution of securities, except in special circumstances as
provided in the applicable trust agreement. Thus, the assets of a trust will generally remain unchanged under normal circumstances.
Each trust agreement provides that the sponsor may direct the trustee to sell, liquidate or otherwise dispose of securities in
the trust at such price and time and in such manner as shall be determined by the sponsor, provided that the supervisor
has determined, if appropriate, that any one or more of the following conditions exist with respect to such securities: (i) that
there has been a default in the payment of dividends, interest, principal or other payments, after declared and when due and payable;
(ii) that any action or proceeding has been instituted at law or equity seeking to restrain or enjoin the payment of dividends,
interest, principal or other payments on securities after declared and when due and payable, or that there exists any legal question
or impediment affecting such securities or the payment of dividends, interest, principal or other payments from the same; (iii)
that there has occurred any breach of covenant or warranty in any document relating to the issuer of the securities which would
adversely affect either immediately or contingently the payment of dividends, interest, principal or other payments on the securities,
or the general credit standing of the issuer or otherwise impair the sound investment character of such securities; (iv) that
there has been a default in the payment of dividends, interest, principal, income, premium or other similar payments, if any,
on any other outstanding obligations of the issuer of such securities; (v) that the price of the security has declined to such
an extent or other such credit factors exist so that in the opinion of the supervisor, as evidenced in writing to the trustee,
the retention of such securities would be detrimental to the trust and to the interest of the unitholders; (vi) that all of the
securities in the trust will be sold pursuant to termination of the trust; (vii) that such sale is required due to units tendered
for redemption; (viii) that there has been a public tender offer made for a security or a merger or acquisition is announced affecting
a security, and that in the opinion of the supervisor the sale or tender of the security is in the best interest of the unitholders;
(ix) if the trust is designed to be a grantor trust for
tax purposes, that the sale of such securities is required in order to prevent the trust from being deemed an association taxable
as a corporation for federal income tax purposes; (x) if the trust has elected to be a regulated investment company (a “RIC”)
for tax purposes, that such sale is necessary or advisable (a) to maintain the qualification of the trust as a RIC or (b) to provide
funds to make any distribution for a taxable year in order to avoid imposition of any income or excise taxes on the trust or on
undistributed income in the trust; (xi) that as result of the ownership of the security, the trust or its unitholders would be
a direct or indirect shareholder of a passive foreign investment company as defined in section 1297(a) of the Internal Revenue
Code; or (xii) that such sale is necessary for the trust to comply with such federal and/or state securities laws, regulations
and/or regulatory actions and interpretations which may be in effect from time to time. The trustee may also sell securities,
designated by the supervisor, from a trust for the purpose of the payment of expenses. In the event a security is sold as a direct
result of serious adverse credit factors affecting the issuer of such security and a trust is a RIC for tax purposes, then the
sponsor may, if permitted by applicable law, but is not obligated, to direct the
reinvestment of the proceeds of
the sale of such security in any other securities which meet the criteria necessary for inclusion in such trust on the initial
date of deposit.
If the trustee
is notified at any time of any action to be taken or proposed to be taken by holders of the portfolio securities, the trustee
will notify the sponsor and will take such action or refrain from taking any action as the sponsor directs and, if the sponsor
does not within five business days of the giving of such notice direct the trustee to take or refrain from taking any action,
the trustee will take such reasonable action or refrain from taking any action so that the
securities are voted as closely
as possible in the same manner and the same general proportion, with respect to all issues, as are shares of such securities that
are held by owners other than the trust. Notwithstanding the foregoing, in the event that the trustee shall have been notified
at any time of any action to be taken or proposed to be taken by holders of shares of any registered investment company, the trustee
will thereupon take such reasonable action or refrain from taking any action with respect to the fund shares so that the fund
shares are voted as closely as possible in the same manner and the same general proportion, with respect to all issues, as are
shares of such fund shares that are held by owners other than the related trust.
In the event
that an offer by the issuer of any of the securities or any other party is made to issue new securities, or to exchange securities,
for trust portfolio securities, the trustee will reject such offer, provided that in the case of a trust that is a RIC for tax
purposes, if an offer by the issuer of any of the securities or any other party is made to issue new securities, or to exchange
securities, for trust portfolio securities, the trustee will at the direction of the sponsor, vote for or against, or accept or
reject, any offer for new or exchanged securities or property in exchange for a trust portfolio security. If any such issuance,
exchange or substitution occurs (regardless of any action or rejection by a trust), any securities, cash and/or property received
will be deposited into the trust and will be promptly sold, if securities or property, by the trustee pursuant to the sponsor’s
direction, unless the sponsor advises the trustee to keep such securities, cash or property. The sponsor may rely on the supervisor
in so advising the trustee.
Proceeds from
the sale of securities (or any securities or other property received by a trust in exchange for securities) are credited to the
Capital Account of the trust for distribution to unitholders or to meet redemptions. Except for failed securities and as provided
herein, in a prospectus or in a trust agreement, the acquisition by a trust of any securities other than the portfolio securities
is prohibited.
Because certain
of the securities in certain of the trusts may from time to time under certain circumstances be sold or otherwise liquidated and
because the proceeds from such events will be distributed to unitholders and will not be reinvested, no assurance can be given
that a trust will retain for any length of time its present size and composition. Neither the sponsor nor the trustee shall be
liable in any way for any default, failure or defect in any security. In the event of a failure to deliver any security that has
been purchased for a trust under a contract (“Failed Securities”), the sponsor is authorized under the trust
agreement to direct the trustee to acquire other securities (“Replacement Securities”) to make up the original
corpus of such trust.
The Replacement
Securities must be securities as originally selected for deposit in a trust or, in the case of a trust that is a RIC for tax purposes,
securities which the sponsor determines to
be similar in character as the securities
originally selected for deposit in the trust and the purchase of the Replacement Securities may not adversely affect the federal
income tax status of the trust. The Replacement Securities must be purchased within thirty days after the deposit of the Failed
Security. Whenever a Replacement Security is acquired for a trust, the trustee shall notify all unitholders of the trust of the
acquisition of the Replacement Security and shall, on the next monthly distribution date which is more than thirty days thereafter,
make a pro rata distribution of the amount, if any, by which the cost to the trust of the Failed Security exceeded the cost of
the Replacement Security. The trustee will 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 of Replacement Securities. The sponsor will not be liable
for any failure to instruct the trustee to purchase any Replacement Securities, nor shall the trustee or sponsor be liable for
errors of judgment in connection with Failed Securities or Replacement Securities.
If the right
of limited substitution described in the preceding paragraphs is not utilized to acquire Replacement Securities in the event of
a failed contract, the sponsor will refund the sales charge attributable to such Failed Securities to all unitholders of the related
trust and the trustee will distribute the cash attributable to such Failed Securities not more than thirty days after the date
on which the trustee would have been required to purchase a Replacement Security. In addition, unitholders should be aware that,
at the time of receipt of such cash, they may not be able to reinvest such proceeds in other securities at a return equal to or
in excess of the return which such proceeds would have earned for unitholders of a trust. In the event that a Replacement Security
is not acquired by a trust, the income for such trust may be reduced.
Risk Factors
Market
Risk. Market risk is the risk that the value of the securities in your trust will fluctuate. This could cause the value
of your units to fall below your original purchase price. Market values fluctuate in response to various factors. These can include
factors such as changes in interest rates, inflation, the financial condition of a security’s issuer, perceptions of the
issuer, or ratings on a security. While the Options are individually related to the Market Reference Level, the return on the
Options depends on the Market Reference Level at the close of the New York Stock Exchange on the Option Expiration Date. Even
though we supervise your portfolio, you should remember that we do not manage your portfolio. Your trust will not liquidate an
asset solely because the market value falls as is possible in a managed fund.
Options
Risk. The value of the Options will be affected by changes in the value of the Market Reference, the Underlying Index
and its underlying securities, changes in interest rates, changes in the actual and perceived volatility of the stock market,
the Market Reference, the Underlying Index and its underlying securities, and the remaining time to the Option Expiration Date,
among other things. The value of the Options does not increase and decrease at the same rate as the Market Reference Level. However,
as an option approaches its expiration date, its value is expected to increasingly move with the applicable reference. The written
Options create an obligation for the trust. As a result, after the premium is received on the written Options, the written Options
will reduce the value of your units. The trust may experience substantial downside from specific option contracts positions and
option contract positions may expire worthless. The Options are intended to be liquidated on the Option Expiration Date, rather
than
be exercised, in order to avoid
having the trust receive shares of the Market Reference Asset or be obligated to deliver shares of the Market Reference. As a
result, the return actually realized on the Options upon liquidation could vary from the returns that would be realized if the
Options were exercised based on the price of shares of the Market Reference as of the close of the market on the Option Expiration
Date.
Market
Reference Performance and Equity Risk. The Options contracts represent indirect positions in the Market Reference and
are subject to changes in value as the Market Reference Level rises or falls. The anticipated proceeds from of the Options is
based on the Market Reference Level at the close of the New York Stock Exchange on the Option Expiration Date, and will be substantially
determined by market conditions and the Market Reference Level and the value of the securities comprising the Market Reference
as of such time. The Market Reference Level will fluctuate over time based on changes in the value of the Underlying Index and
securities represented by the Market Reference which are subject to risks associated with investments in equity securities including
changes in general economic conditions, expectations for future economic growth and corporate profits, interest rates and the
supply and demand for securities.
Potential
for Loss of Some or All of Your Investment. Your investment in the trust may result in a significant loss including the
possibility of the loss of all of your initial investment.
Credit
Risk. An issuer, guarantor or counterparty of a security in the trust is unable or unwilling to meet its obligation on
the security. The OCC is guarantor and central counterparty with respect to the Options. As a result, the ability of the trust
to meet its objective depends on the OCC being able to meet its obligations.
Capped
Upside. The intended returns for units purchased on the trust’s inception date and held for the life of the trust
is based on the performance of the Market Reference and is subject to a capped amount of $____ per trust unit and may represent
a return that is worse than the performance of the Market Reference. Even if there are significant increases in the Market Reference
Level, the amount you may receive is capped at $___ per trust unit. You may experience significant losses on your investment if
the value of the Market Reference declines. You may realize a return (including a loss) that is higher or lower than the intended
returns as a result of redeeming units prior to the trust’s mandatory termination date and in various circumstances including
where Options are otherwise liquidated by the trust prior to their expiration or maturity, if the trust is unable to maintain
the proportional relationship of the Options based on the number of Option contracts in the trust’s portfolio or increases
in potential expenses of the trust above estimated levels.
Legislation
Risk. Tax legislation proposed by the President or Congress, tax regulations proposed by the U.S. Treasury or positions
taken by the Internal Revenue Service could affect the value of the trust by changing the taxation or tax characterizations of
the portfolio securities, or dividends and other income paid by or related to such securities. Congress has considered such proposals
in the past and may do so in the future. Various legislative initiatives will be proposed from time to time in the United States
and abroad which may have a negative impact on certain of the companies represented in the trust. In addition, litigation regarding
any of the issuers of the
securities or of the industries
represented by these issuers may negatively impact the share prices of these securities. No one can predict whether any legislation
will be proposed, adopted or amended by Congress and no one can predict the impact that any other legislation might have on the
trust or its portfolio securities.
Tax Risk.
The trust must satisfy certain diversification tests based on the value of its investments in order to continue to qualify
as a regulated investment company and have special tax treatment, as detailed in the “Understanding Your Investment—Taxes”
section of this prospectus.
Implied
Volatility Risk. This is the risk that the value of the Options may change with the implied volatility of the Market Reference
and the securities comprising the Market Reference. No one can predict whether implied volatility will rise or fall in the future.
Liquidity
Risk. This is the risk that the value of a security will fall if trading in the security is limited or absent. No one
can guarantee that a liquid secondary trading market will exist for the securities. Trading in the Options may be less deep and
liquid than certain other securities. The Options may be less liquid than certain noncustomized options. In a less liquid market
for the Options, liquidating the Options may require the payment of a premium or acceptance of a discounted price and may take
longer to complete. In a less liquid market for the Options, the liquidation of a large number of options may more significantly
impact the price. A less liquid trading market may adversely impact the value of the Options and your units.
Early
Trust Termination. The trustee has the power to terminate your trust early in limited cases as described under “Understanding
Your Investment—How Your Trust Works—Termination of Your Trust” including if the value of the trust is less
than 40% of the original value of the securities in the trust at the time of deposit. If the trust terminates early, the trust
may suffer losses and be unable to achieve its investment objective. This could result in a reduction in the value of units and
result in a significant loss to investors.
Sale of
Trust Property to Pay Trust Expenses. Cash deposited in the trust may be insufficient to satisfy the fees and expenses
of the trust. If the cash balances are insufficient to provide for fees, expenses and other amounts payable by the trust, the
trust may sell trust property to pay such amounts. These sales may result in losses to unitholders and the inability of the trust
to meet its investment objective.
No FDIC guarantee.
An investment in the trust is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.
Additional
Deposits. The trust agreement authorizes the sponsor to increase the size of a trust and the number of units thereof by
the deposit of additional securities, or cash (including a letter of credit or the equivalent) with instructions to purchase additional
securities, in such trust and the issuance of a corresponding number of additional units. In connection with these deposits, existing
and new investors may experience a dilution of their investments and a reduction in their anticipated income because of fluctuations
in the prices of the securities
between the time of the deposit and the purchase of the securities and because a trust will pay
the associated brokerage fees and other acquisition costs.
Administration of the
Trust
Distributions
to Unitholders. Income received by a trust, if any is credited by the trustee to the Income Account for the trust. All
other receipts are credited by the trustee to a separate Capital Account for the trust. The trustee will normally distribute any
income received by a trust on each distribution date or shortly thereafter to unitholders of record on the preceding record date.
A trust will also generally make required distributions or distributions to avoid imposition of tax at the end of each year if
it has elected to be taxed as a RIC for federal tax purposes. Unitholders will receive an amount substantially equal to their
pro rata share of the available balance of the Income Account of the related trust. All distributions will be net of applicable
expenses. There is no assurance that any actual distributions will be made since all dividends received may be used to pay expenses.
In addition, excess amounts from the Capital Account of a trust, if any, will be distributed on each distribution date or shortly
thereafter to unitholders of record on the preceding record date, provided that the trustee is not required to make a distribution
from the Capital Account unless the amount available for distribution is at least $1.00 per 100 units. Proceeds received from
the disposition of any of the securities after a record date and prior to the following distribution date will be held in the
Capital Account and not distributed until the next distribution date applicable to the Capital Account. Notwithstanding the foregoing,
if a trust is designed to be a grantor trust for tax purposes, the trustee is not required to make a distribution from the Income
Account or the Capital Account unless the total cash held for distribution equals at least 0.1% of the trust’s
net asset value as determined under the trust agreement, provided that the trustee is required to distribute the balance of the
Income Account and Capital Account on the distribution date occurring in December of each year. The trustee is not required to
pay interest on funds held in the Capital or Income Accounts (but may itself earn interest thereon and therefore benefits from
the use of such funds).
The distribution
to the unitholders of a trust as of each record date will be made on the following distribution date or shortly thereafter and
shall consist of an amount substantially equal to the unitholders’ pro rata share of the available balance of the Income
Account of the trust after deducting estimated expenses. Because dividends are not received by a trust at a constant rate throughout
the year, such distributions to unitholders are expected to fluctuate.
Persons who purchase
units will commence receiving distributions only after such person becomes a record owner. A person will become the owner of units,
and thereby a unitholder of record, on the date of settlement provided payment has been received. Notification to the trustee of
the transfer of units is the responsibility of the purchaser, but in the normal course of business the selling broker-dealer provides
such notice.
The trustee
will periodically deduct from the Income Account of a trust and, to the extent funds are not sufficient therein, from the Capital
Account of the trust amounts necessary to pay the expenses of the trust. The trustee also may withdraw from said accounts such
amounts, if any, as it deems necessary to establish a reserve for any governmental charges payable out of a trust. Amounts so
withdrawn shall not be considered a part of the related trust’s assets until such time
as the trustee shall return all
or any part of such amounts to the appropriate accounts. In addition, the trustee may withdraw from the Income and Capital Accounts
of a trust such amounts as may be necessary to cover redemptions of units.
Statements
to Unitholders. With each distribution, the trustee will furnish to each unitholder a statement of the amount of income
and the amount of other receipts, if any, which are being distributed, expressed in each case as a dollar amount per unit.
The accounts
of a trust are required to be audited annually, at the related trust’s expense, by independent public accountants designated
by the sponsor, unless the sponsor determines that such an audit is not required. The accountants’ report for any audit
will be furnished by the trustee to any unitholder upon written request. Within a reasonable period of time after the last business
day of each calendar year, the trustee shall furnish to each person who at any time during such calendar year was a unitholder
of a trust a statement, covering such calendar year, setting forth for such trust:
(A) As
to the Income Account:
| (1) | the amount of income received on the securities (including income received as a portion of the
proceeds of any disposition of securities); |
| (2) | the amounts paid for purchases
of replacement securities or for purchases of securities otherwise pursuant to the applicable
trust agreement, if any, and for redemptions; |
| (3) | the deductions, if any, from the Income Account for payment into the Reserve Account; |
| (4) | the deductions for applicable
taxes and fees and expenses of the trustee, the sponsor, the evaluator, the supervisor,
counsel, auditors and any other expenses paid by the trust; |
| (5) | the amounts reserved for purchases
of contract securities, for purchases made pursuant to replace failed contract securities
or for purchases of securities otherwise pursuant to the applicable trust agreement,
if any; |
| (6) | the deductions for payment of
the sponsor’s expenses of maintaining the registration of the trust units, if any; |
| (7) | the aggregate distributions to unitholders; and |
| (8) | the balance remaining after such deductions and distributions, expressed both as a total dollar
amount and as a dollar amount per unit outstanding on the last business day of such calendar year; |
(B) As
to the Capital Account:
| (1) | the net proceeds received due to sale, maturity, redemption, liquidation or disposition of any
of the securities, excluding any portion thereof credited to the Income Account; |
| (2) | the amount paid for purchases
of replacement securities or for purchases of securities otherwise pursuant to the applicable
trust agreement, if any, and for redemptions; |
| (3) | the deductions, if any, from the Capital Account for payments into the Reserve Account; |
| (4) | the deductions for payment of
applicable taxes and fees and expenses of the trustee, the sponsor, the evaluator, the
supervisor, counsel, auditors and any other expenses paid by the trust; |
| (5) | the deductions for payment of
the sponsor’s expenses of organizing the trust; |
| (6) | the amounts reserved for purchases of contract securities, for purchases made pursuant to replace
failed contract securities or for purchases of securities otherwise pursuant to the trust agreement, if any; |
| (7) | the deductions for payment of
deferred sales charge and creation and development fee, if any; |
| (8) | the deductions for payment of
the sponsor’s expenses of maintaining the registration of the trust units, if any; |
| (9) | the aggregate distributions to unitholders; and |
| (10) | the balance remaining after such distributions and deductions, expressed both as a total dollar
amount and as a dollar amount per unit outstanding on the last business day of such calendar year; and |
(C) The
following information:
| (1) | a list of the securities held as of the last business day of such calendar year 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 based on the last trust evaluation of such trust made during such calendar year;
and |
| (4) | the amounts actually distributed during such calendar year from the Income and Capital Accounts,
separately stated, expressed both as total dollar amounts and as dollar amounts per unit outstanding on the record dates for such
distributions. |
Rights
of Unitholders. The death or incapacity of any unitholder will not operate to terminate a trust nor entitle legal representatives
or heirs to claim an accounting or to bring any action or proceeding in any court for partition or winding up of the trust, nor
otherwise affect the rights, obligations and liabilities of the parties to the applicable trust agreement. No unitholder shall
have the right to control the operation and management of a trust in any manner, except to vote with respect to the amendment
of the related trust agreement or termination of the trust.
Amendment.
Each trust agreement may be amended from time to time by the sponsor and trustee or their respective successors, without
the consent of any of the unitholders, (i) to cure any ambiguity or to correct or supplement any provision which may be defective
or inconsistent with any other provision contained in the trust agreement, (ii) to change any provision required by the SEC or
any successor governmental agency, (iii) to make such other provision in regard to matters or questions arising under the trust
agreement as shall not materially adversely affect the interests of the unitholders or (iv) to make such amendments as may be
necessary (a) for a trust to continue to qualify as a RIC for federal income tax purposes if the trust has elected to be taxed
as such under the United States Internal Revenue Code of 1986, as amended, or (b) to prevent a trust from being deemed an association
taxable as a corporation for federal income tax purposes if the trust has not elected to be taxed as a RIC under the United States
Internal Revenue Code of 1986, as amended. A trust agreement may not be amended, however, without the consent of all unitholders
of the related trust then outstanding, so as (1) to permit, except in accordance with the terms and conditions thereof, the acquisition
thereunder of any securities other than those specified in the schedules to the trust agreement or (2) to reduce the percentage
of units the holders of which are required to consent to certain of such amendments. A trust agreement may not be amended so as
to reduce the interest in the trust represented by units without the consent of all affected unitholders.
Except for the
amendments, changes or modifications described above, neither the sponsor nor the trustee nor their respective successors may
consent to any other amendment, change or modification of a trust agreement without the giving of notice and the obtaining of
the approval or consent of unitholders representing at least 66 2/3% of the units then outstanding of the affected trust. No amendment
may reduce the aggregate percentage of units the holders of which are required to consent to any amendment, change or modification
of a trust agreement without the consent of the unitholders of all of the units then outstanding of the affected trust and in
no event may any amendment be made which would (1) alter the rights to the unitholders of the trust as against each other, (2)
provide the trustee with the power to engage in business or investment activities other than as specifically provided in the trust
agreement, (3) adversely
affect the tax status of the related
trust for federal income tax purposes or result in the units being deemed to be sold or exchanged for federal income tax purposes
or (4) unless a trust has elected to be taxed as a RIC for federal income tax purposes, result in a variation of the investment
of unitholders in the trust. The trustee will notify unitholders of a trust of the substance of any such amendment to the trust
agreement for such trust.
Termination.
Each trust agreement provides that the related trust shall terminate upon the maturity, redemption, sale or other disposition
of the last of the securities held in the trust but in no event is it to continue beyond the trust’s mandatory termination
date. If the value of a trust shall be less than 40% of the total value of securities deposited in the trust during the initial
offering period, the trustee may, in its discretion, and shall, when so directed by the sponsor, terminate the trust. A trust
may be terminated at any time by the holders of units representing 66 2/3% of the units thereof then outstanding. A trust will
be liquidated by the trustee in the event that a sufficient number of units of the trust not yet sold are tendered for redemption
by the sponsor, so that the net worth of the trust would be reduced to less than 40% of the value of the securities at the time
they were deposited in the trust. If a trust is liquidated because of the redemption of unsold units by the sponsor, the sponsor
will refund to each purchaser of units of the trust the entire sales charge paid by such purchaser.
Beginning nine
business days prior to, but no later than, the scheduled termination date described in the prospectus for a trust, the trustee
may begin to sell all of the remaining underlying securities on behalf of unitholders in connection with the termination of the
trust. The sponsor may assist the trustee in these sales and receive compensation to the extent permitted by applicable law. The
sale proceeds will be net of any incidental expenses involved in the sales.
The sponsor
will generally instruct the trustee to sell the securities as quickly as practicable during the termination proceedings without
in its judgment materially adversely affecting the market price of the securities, but it is expected that all of the securities
will in any event be disposed of within a reasonable time after a trust’s termination. The sponsor does not anticipate that
the period will be longer than one month, and it could be as short as one day, depending on the liquidity of the securities being
sold. The liquidity of any security depends on the daily trading volume of the security and the amount that the sponsor has available
for sale on any particular day. Of course, no assurances can be given that the market value of the securities will not be adversely
affected during the termination proceedings.
Not less than
thirty days prior to termination of a trust, the trustee will notify unitholders thereof of the termination and provide a form
allowing qualifying unitholders to elect an in kind distribution, if applicable. If applicable, a unitholder who owns the minimum
number of units described in the prospectus may request an in kind distribution from the trustee instead of cash. To the extent
possible, the trustee will make an in kind distribution through the distribution of each of the securities of a trust in book
entry form to the account of the unitholder’s bank or broker-dealer at Depository Trust Company. The unitholder will be
entitled to receive whole shares of each of the securities comprising the portfolio of the related trust and cash from the Income
and Capital Account equal to the fractional shares to which the unitholder is entitled. The trustee may adjust the number of shares
of any security included in a unitholder’s in kind distribution to facilitate the distribution of whole shares. The sponsor
may terminate the in kind
distribution option at any time
upon sixty days written notice to the unitholders. Special federal income tax consequences will result if a unitholder requests
an in kind distribution.
Within a reasonable
period after termination, the trustee will sell any securities remaining in a trust not segregated for in kind distribution. After
paying all expenses and charges incurred by a trust, the trustee will distribute to unitholders thereof their pro rata share of
the balances remaining in the Income and Capital Accounts of the trust.
The sponsor
may, but is not obligated to, offer for sale units of a subsequent series of a trust at approximately the time of the mandatory
termination date. If the sponsor does offer such units for sale, unitholders may be given the opportunity to purchase such units
at a public offering price. There is, however, no assurance that units of any new series of a trust will be offered for sale at
that time, or if offered, that there will be sufficient units available for sale to meet the requests of any or all unitholders.
The Trustee.
The trustee is The Bank of New York Mellon, a trust company organized under the laws of New York. The Bank of New York Mellon
has its principal unit investment trust division offices at 2 Hanson Place, 12th Floor, Brooklyn, New York 11217, (800) 848-6468.
The Bank of New York Mellon is subject to supervision and examination by the Superintendent of Banks of the State of New York
and the Board of Governors of the Federal Reserve System, and its deposits are insured by the Federal Deposit Insurance Corporation
to the extent permitted by law.
Under each trust
agreement, the trustee or any successor trustee may resign and be discharged of the trust created by the trust agreement by executing
an instrument in writing and filing the same with the sponsor. If the trustee merges or is consolidated with another entity, the
resulting entity shall be the successor trustee without the execution or filing of any paper instrument or further act.
The trustee
or successor trustee must deliver a copy of the notice of resignation to all unitholders then of record, not less than sixty days
before the date specified in such notice when such resignation is to take effect. The sponsor upon receiving notice of such resignation
is obligated to appoint a successor trustee promptly. If, upon such resignation, no successor trustee has been appointed and has
accepted the appointment within thirty days after notification, the retiring trustee may apply to a court of competent jurisdiction
for the appointment of a successor. In case at any time the trustee shall not meet the requirements set forth in the trust agreement,
or shall become incapable of acting, or if a court having jurisdiction in the premises shall enter a decree or order for relief
in respect of the trustee in an involuntary case, or the trustee shall commence a voluntary case, under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or any receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) for the trustee or for any substantial part of its property shall be appointed, or the trustee shall generally
fail to pay its debts as they become due, or shall fail to meet such written standards for the trustee’s performance as
shall be established from time to time by the sponsor, or if the sponsor determines in good faith that there has occurred either
(1) a material deterioration in the creditworthiness of the trustee or (2) one or more grossly negligent acts on the part of the
trustee with respect to a trust, the sponsor, upon sixty days’ prior written notice,
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 removal and appointment shall be delivered to each unitholder by the successor trustee.
Upon execution of a written acceptance of such appointment by such successor trustee, all the rights, powers, duties and obligations
of the original trustee shall vest in the successor. The trustee must be a corporation organized under the laws of the United
States, or any state thereof, be authorized under such laws to exercise trust powers and have at all times an aggregate capital,
surplus and undivided profits of not less than $5,000,000.
The Sponsor.
The sponsor of each trust is Advisors Asset Management, Inc. The sponsor is a broker-dealer specializing in providing
services to broker-dealers, registered representatives, investment advisers and other financial professionals. The sponsor’s
headquarters are located at 18925 Base Camp Road, Monument, Colorado 80132. You can contact Advisors Asset Management, Inc. at
8100 East 22nd Street North, Building 800, Suite 102, Wichita, Kansas 67226 or by using the
contacts listed on the back cover of the prospectus. The sponsor is a registered broker-dealer and investment adviser and a member
of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and the Securities Investor Protection Corporation
(“SIPC”), and a registrant of the Municipal Securities Rulemaking Board (“MSRB”).
Under each trust
agreement, the sponsor may resign and be discharged of the trust created by the trust agreement by executing an instrument in
writing and filing the same with the trustee. If the sponsor merges or is consolidated with another entity, the resulting entity
shall be the successor sponsor without the execution or filing of any paper instrument or further act.
If at any time
the sponsor shall resign or fail to undertake or perform any of the duties which by the terms of a trust agreement are required
by it to be undertaken or performed, or the sponsor shall become incapable of acting or shall be adjudged a bankrupt or insolvent,
or a receiver of the sponsor or of its property shall be appointed, or any public officer shall take charge or control of the
sponsor or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the trustee may (a)
appoint a successor sponsor at rates of compensation deemed by the trustee to be reasonable and not exceeding such reasonable
amounts as may be prescribed by the SEC, (b) terminate the trust agreement and liquidate the related trust as provided therein,
or (c) continue to act as trustee without appointing a successor sponsor and receive additional compensation deemed by the trustee
to be reasonable and not exceeding such reasonable amounts as may be prescribed by the SEC.
The Evaluator
and Supervisor. Advisors Asset Management, Inc., the sponsor, also serves as evaluator and supervisor. The evaluator and
supervisor may resign or be removed by the sponsor and trustee in which event the sponsor or trustee may appoint a successor having
qualifications and at a rate of compensation satisfactory to the sponsor or, if the appointment is made by the trustee, the trustee.
Such resignation or removal shall become effective upon acceptance of appointment by the successor evaluator. If upon resignation
of the evaluator no successor has accepted appointment within thirty days after notice of resignation, the evaluator may apply
to a court of competent jurisdiction for the appointment of a successor. Notice of such resignation or removal and appointment
shall be delivered by the trustee to each unitholder.
Limitations
on Liability. The sponsor, evaluator, and supervisor are liable for the performance of their obligations arising from
their responsibilities under the trust agreement but will be under no liability to any trust or unitholders for taking any action
or refraining from any action in good faith pursuant to the trust agreement or for errors in judgment, or for depreciation or loss incurred
by reason of the purchase or sale of securities, provided, however, that such parties will not be protected against any liability
to which they would otherwise be subjected by reason of their own willful misfeasance, bad faith or gross negligence in the performance
of their duties or its reckless disregard for their duties under the trust agreement. Each trust will indemnify, defend and hold
harmless each of the sponsor, supervisor and evaluator from and against any loss, liability or expense incurred in acting in such
capacity (including the cost and expenses of the defense against such loss, liability or expense) other than 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 under the applicable trust agreement. Such parties are not under any obligation to appear in, prosecute or defend any
legal action which in their opinion may involve them in any expense or liability. The trustee will be indemnified by each trust
and held harmless against any loss or liability accruing to it without gross negligence, bad faith or willful misconduct on its
part, arising out of or in connection with the acceptance or administration of the trust, including the costs and expenses (including
counsel fees) of defending itself against any claim of liability in the premises.
The trust agreement
provides that the trustee shall be under no liability for any action taken in good faith in reliance upon prima facie properly
executed documents or for the disposition of moneys, securities or certificates except by reason of its own gross negligence,
bad faith or willful misconduct, nor shall the trustee be liable or responsible in any way for depreciation or loss incurred by
reason of the sale by the trustee of any securities. In the event that the sponsor shall fail to act, the trustee may act and
shall not be liable for any such action taken by it in good faith. The trustee shall not be personally liable for any taxes or
other governmental charges imposed upon or in respect of the securities or upon the interest thereof. In addition, the trust agreement
contains other customary provisions limiting the liability of the trustee.
Expenses
of the Trust. The sponsor may receive a fee from your trust for creating and developing the trust, including determining
the trust’s objectives, policies, composition and size, selecting service providers and information services and for providing
other similar administrative and ministerial functions. The amount of this “creation and development fee” is set forth
in the prospectus. The trustee will deduct this amount from your trust’s assets as of the close of the initial offering
period. No portion of this fee is applied to the payment of distribution expenses or as compensation for sales efforts. This fee
will not be deducted from proceeds received upon a repurchase, redemption or exchange of units before the close of the initial
public offering period.
For services
performed under a trust’s trust agreement the trustee shall be paid a fee at an annual rate in the amount per unit set forth
in such trust agreement. The trustee shall charge a pro-rated portion of its annual fee at the times specified in such trust agreement,
which pro-rated portion shall be calculated on the basis of the largest number of units in such trust at any time during the primary
offering period. After the primary offering period has terminated, the fee shall
accrue daily and be based on the
number of units outstanding on the first business day of each calendar year in which the fee is calculated or the number of units
outstanding at the end of the primary offering period, as appropriate. The annual trustee fee shall be prorated for any calendar
year in which the trustee provides services during less than the whole of such year. The trustee may from time to time adjust
its compensation as set forth in the trust agreement provided that total adjustment upward does not, at the time of such adjustment,
exceed the percentage of the total increase 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 unitholder shall not be required for any such adjustment or increase. Such compensation
shall be calculated and paid in installments by the trustee against the Income and Capital Accounts of each trust; provided, however,
that such compensation shall be deemed to provide only for the usual, normal and proper functions undertaken as trustee pursuant
to the trust agreement. The trustee shall also charge the Income and Capital Accounts of each trust for any and all expenses and
disbursements incurred as provided in the trust agreement.
As compensation
for portfolio supervisory services in its capacity as supervisor, evaluation services in its capacity as evaluator and for providing
bookkeeping and other administrative services of a character described in Section 26(a)(2)(C) of the Investment Company Act, the
sponsor shall be paid an annual fee in the amount per unit set forth in the trust agreement for a trust. The sponsor shall receive
a pro-rated portion of its annual fee from the trustee upon receipt of an invoice by the trustee from the sponsor, upon which,
as to the cost incurred by the sponsor of providing such services the trustee may rely. Such fee shall be calculated on the basis
of the largest number of units in such trust at any time during the primary offering period. After the primary offering period
has terminated, the fee shall accrue daily and be based on the number of units outstanding on the first business day of each calendar
year in which the fee is calculated or the number of units outstanding at the end of the primary offering period, as appropriate.
Such annual fee shall be prorated for any calendar year in which the sponsor provides services during less than the whole of such
year, but in no event shall such compensation when combined with all compensation received from a trust for providing such services
in any calendar year exceed the aggregate cost to the sponsor for providing such services, in the aggregate. 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 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 unitholder shall not be required for any such adjustment or increase. Such compensation shall
be charged against the Income and/or Capital Accounts of a trust.
The following
additional charges are or may be incurred by a trust in addition to any other fees, expenses or charges described in the prospectus:
(a) fees for the trustee’s extraordinary services; (b) expenses of the trustee (including legal and auditing expenses and
reimbursement of the cost of advances to the trust for payment of expenses and distributions, but not including any fees and expenses
charged by an agent for custody and safeguarding of securities) and of counsel, if any; (c) various governmental charges; (d)
expenses and costs of any action taken by the trustee to protect the trust or the rights and interests of the unitholders; (e)
indemnification of the
trustee for any loss or
liability accruing to it without gross negligence, bad faith or willful misconduct on its part arising out of or in
connection with the acceptance or administration of the trust; (f) indemnification of the sponsor for any loss, liability or
expense incurred in acting in that capacity other than by reason of willful misfeasance, bad faith or gross negligence in
the performance of its duties or its reckless disregard of its obligations and duties under the trust agreement; (g)
indemnification of the supervisor for any loss, liability or expense incurred in acting as supervisor of the trust other than
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 under the trust agreement; (h) indemnification of the evaluator for any loss,
liability or expense incurred in acting as evaluator of the trust other than 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 under
the trust agreement; (i) expenditures incurred in contacting unitholders upon termination of the trust; and (j) license fees
for the right to use trademarks and trade names, intellectual property rights or for the use of databases and research owned
by third-party licensors. The sponsor is authorized to obtain from Mutual Fund Quotation Service (or similar service operated
by The Nasdaq Stock Market, Inc. or its successor) a UIT ticker symbol for each trust and to contract for the dissemination
of the unit prices through that service. A trust will bear any cost or expense incurred in connection with the obtaining of
the ticker symbol and the dissemination of unit prices. A trust may pay the costs of updating its registration statement each
year. All fees and expenses are payable out of a trust and, when owing to the trustee, are secured by a lien on the trust. If
the balances in the Income and Capital Accounts are insufficient to provide for amounts payable by the trust, the trustee has
the power to sell securities to pay such amounts. These sales may result in capital gains or losses to unitholders.
Each trust will
pay the costs of organizing the trust. These costs may include, but are not limited to, the cost of the initial preparation and
typesetting of the registration statement, prospectuses (including preliminary prospectuses), the trust agreement and other documents
relating to the applicable trust, SEC and state blue sky registration fees, the costs of the initial valuation of the portfolio
and audit of a trust, the costs of a portfolio consultant, if any, one-time license fees, if any, the initial fees and expenses
of the trustee, and legal and other out-of-pocket expenses related thereto but not including the expenses incurred in
the printing of prospectuses (including preliminary prospectuses), expenses incurred in the preparation and printing of brochures
and other advertising materials and any other selling expenses. A trust may sell securities to reimburse the sponsor for these
costs at the end of the initial offering period or after six months, if earlier. The value of the units will decline when a trust
pays these costs.
Portfolio
Transactions and Brokerage Allocation. When a trust sells securities, the composition and diversity of the securities
in the trust may be altered. In order to obtain the best price for a trust, it may be necessary for the sponsor to specify minimum
amounts in which blocks of securities are to be sold. In effecting purchases and sales of a trust’s portfolio securities,
the sponsor may direct that orders be placed with and brokerage commissions be paid to brokers, including the sponsor or brokers
which may be affiliated with the trust, the sponsor, the trustee or dealers participating in the offering of units.
Contents
of Registration Statement
This Amendment to
the Registration Statement comprises the following:
The facing sheet
The prospectus and information supplement
The signatures
The consents of evaluator, independent auditors and legal
counsel
The following exhibits:
| 1.1 | Trust Agreement (to be filed by amendment). |
| 1.1.1 | Standard Terms and Conditions of Trust (to be filed by amendment). |
| 1.2 | Certificate of Amendment of Certificate of Incorporation and Certificate of Merger of Advisors
Asset Management, Inc. Reference is made to Exhibit 1.2 to the Registration Statement on Form S-6 for Advisors Disciplined Trust
647 (File No. 333-171079) as filed on January 6, 2011. |
| 1.3 | Bylaws of Advisors Asset Management, Inc. Reference is made to Exhibit 1.3 to the Registration
Statement on Form S-6 for Advisors Disciplined Trust 647 (File No. 333-171079) as filed on January 6, 2011. |
| 1.5 | Form of Dealer Agreement. Reference is made to Exhibit 1.5 to the Registration Statement on Form
S-6 for Advisors Disciplined Trust 262 (File No. 333-150575) as filed of June 17, 2008. |
| 2.2 | Form of Code of Ethics. Reference is made to Exhibit 2.2 to the Registration Statement on Form
S-6 for Advisors Disciplined Trust 1853 (File No. 333-221628) as filed on February 21, 2018. |
| 3.1 | Opinion of counsel as to legality of securities being registered (to be filed by amendment). |
| 3.3 | Opinion of counsel as to the Trustee and the Trust (to be filed by amendment). |
| 4.1 | Consent of evaluator (to be filed by amendment). |
| 4.2 | Consent of independent auditors (to be filed by amendment). |
| 6.1 | Directors and Officers of Advisors Asset Management, Inc. Reference is made to Exhibit 6.1 to the
Registration Statement on Form S-6 for Advisors Disciplined Trust 1911 (File No. 333-227343) as filed on November 9, 2018. |
| 7.1 | Power of Attorney. Reference is made to Exhibit 7.1 to the Registration Statement on Form S-6 for
Advisors Disciplined Trust 1485 (File No. 333-203629) as filed on May 15, 2015. |
Signatures
Pursuant to the
requirements of the Securities Act of 1933, the Registrant, Advisors Disciplined Trust 1682 has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wichita and State
of Kansas on August 28, 2019.
Advisors Disciplined Trust 1682 |
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By Advisors Asset Management, Inc., Depositor |
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By |
/s/ ALEX R. MEITZNER |
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Alex R. Meitzner |
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Senior Vice President |
Pursuant to the
requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below on August 28, 2019
by the following persons in the capacities indicated.
SIGNATURE |
TITLE |
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Scott I. Colyer |
Director of Advisors Asset |
) |
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Management, Inc. |
) |
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Lisa A. Colyer |
Director of Advisors Asset |
) |
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Management, Inc. |
) |
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James R. Costas |
Director of Advisors Asset |
) |
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Management, Inc. |
) |
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Christopher T. Genovese |
Director of Advisors Asset |
) |
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Management, Inc. |
) |
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Randy J. Pegg |
Director of Advisors Asset |
) |
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Management, Inc. |
) |
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Jack Simkin |
Director of Advisors Asset |
) |
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Management, Inc. |
) |
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Bart P. Daniel |
Director of Advisors Asset |
) |
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Management, Inc. |
) |
By |
/s/ ALEX R. MEITZNER |
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Alex R. Meitzner |
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Attorney-in-Fact* |
*An executed copy of each of the related powers
of attorney is filed herewith or incorporated herein by reference as Exhibit 7.1.
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COVER
7
filename7.htm
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111 West Monroe Street
Chicago, IL 60603-4080
T 312.845.3000
F 312.701.2361
www.chapman.com |
August 28, 2019
Elena Stojic
Securities and Exchange Commission
100 F Street NE
Washington D.C. 20549
Re:
Advisors Disciplined Trust 1682 (the “Fund”)
(File No. 333-210905)(CIK 1662283)
Ms. Stojc:
Transmitted herewith
on behalf of Advisors Asset Management, Inc. (the “Sponsor”), depositor and principal underwriter of the Fund,
is Amendment No. 5 to the Registration Statement on Form S-6 for the registration under the Securities Act of 1933 (the “Securities
Act”) of units representing the ownership of interests in the unit investment trust of the Fund (the “Trust”).
The Registration
Statement on Form S-6 relating to the Fund was initially filed with the Securities and Exchange Commission (the “Commission”)
on April 25, 2016 and was amended on June 17, 2016 and July 25, 2016 in response to comments from the Commission. Marianne Dobelbower
confirmed that the staff of the Commission had no further comments on the Registration Statement in a conversation with Matthew
Wirig on September 15, 2016. On July 2, 2019 the Registration Statement was amended to change the Trust’s name and make several
updates to simplify the Trust’s structure along with corresponding updates to disclosures. We received comments from the
staff of the Commission in a call between Elena Stojic and Matthew Wirig on August 5, 2019 requesting that we make certain changes
to the Registration Statement and addressed those comments in an August 9, 2019 amendment to the Regisration Statement.
The Sponsor has
decided to use four types of options rather than five types of options in the Trust’s portfolio and this amendment is being
filed to reflect this change along with edits to corresponding disclosures in the prospectus. As indicated in our August 9, 2019
filing, we will then follow with a draft preliminary prospectus with numerical information completed based on a hypothetical portfolio
as a PDF attachment to a correspondence filing.
We have been advised
that the Sponsor would like to activate the Fund and have the Registration Statement declared effective on September 26, 2019.
An appropriate amendment to the Registration Statement to reflect such deposit will be promptly filed with the Commission at that
time, accompanied by the request of the Sponsor that the Registration Statement be made effective.
If you have any questions,
please do not hesitate to contact Scott R. Anderson at (312) 845-3834 or Matthew T. Wirig at (312) 845-3432.
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Very truly yours, |
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Chapman and Cutler LLP |
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By /s/ CHAPMAN AND CUTLER LLP |
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Chapman and Cutler LLP |