Document/Exhibit Description Pages Size
1: 487 Form S-6 to Effective Amendment 58± 210K
2: EX-99 Memorandum of Changes HTML 8K
4: EX-99.2 OPIN COUNSEL Opinion Regarding Legality HTML 8K
3: EX-99.A1 INDNTR ORGN Trust Agreement HTML 14K
7: EX-99.C2 EVAL CONSNT Consent of Evaluator HTML 6K
5: EX-99.C4 TAX OPINION Opinion Regarding Federal Tax Status HTML 14K
6: EX-99.C4 TAX OPINION Opinion Regarding New York Tax Status HTML 8K
Registration No. 333-201877
1940 Act No. 811-05903
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to Form S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES
OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2
A. Exact name of trust:
FT 5299
B. Name of depositor:
FIRST TRUST PORTFOLIOS L.P.
C. Complete address of depositor's principal executive offices:
120 East Liberty Drive
Suite 400
Wheaton, Illinois 60187
D. Name and complete address of agents for service:
Copy to:
JAMES A. BOWEN ERIC F. FESS
c/o First Trust Portfolios L.P. c/o Chapman and Cutler LLP
120 East Liberty Drive 111 West Monroe Street
Wheaton, Illinois 60187 Chicago, Illinois 60603
E. Title and Amount of Securities Being Registered:
An indefinite number of Units pursuant to Rule 24f-2
promulgated under the Investment Company Act of 1940, as
amended
F. Approximate date of proposed sale to public:
As soon as practicable after the effective date of the
Registration Statement.
|XXX|Check box if it is proposed that this filing will become
effective on March 4, 2015 at 2:00 p.m. pursuant to Rule 487.
________________________________
BofA Merrill Lynch Cybersecurity Portfolio, Series 2
FT 5299
FT 5299 is a series of a unit investment trust, the FT Series. FT 5299
consists of a single portfolio known as BofA Merrill Lynch Cybersecurity
Portfolio, Series 2 (the "Trust"). The Trust invests in a diversified
portfolio of common stocks ("Securities"). The Trust seeks capital
appreciation.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED OF
THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
FIRST TRUST(R)
800-621-1675
The date of this prospectus is March 4, 2015
Page 1
Table of Contents
Summary of Essential Information 3
Fee Table 4
Report of Independent Registered Public Accounting Firm 5
Statement of Net Assets 6
Schedule of Investments 7
The FT Series 9
Portfolio 9
Risk Factors 10
Portfolio Securities Descriptions 13
Public Offering 14
Distribution of Units 17
The Sponsor's Profits 18
The Secondary Market 18
How We Purchase Units 18
Expenses and Charges 18
Tax Status 19
Retirement Plans 22
Rights of Unit Holders 22
Income and Capital Distributions 23
Redeeming Your Units 23
Investing in a New Trust 24
Removing Securities from the Trust 25
Amending or Terminating the Indenture 25
Information on the Sponsor, Trustee and Evaluator 26
Other Information 27
Page 2
Summary of Essential Information (Unaudited)
BofA Merrill Lynch Cybersecurity Portfolio, Series 2
FT 5299
At the Opening of Business on the Initial Date of Deposit-March 4, 2015
Sponsor: First Trust Portfolios L.P.
Trustee: The Bank of New York Mellon
Evaluator: First Trust Advisors L.P.
[Download Table]
Initial Number of Units (1) 16,159
Fractional Undivided Interest in the Trust per Unit (1) 1/16,159
Public Offering Price:
Public Offering Price per Unit (2) $ 10.000
Less Initial Sales Charge per Unit (3) (.100)
__________
Aggregate Offering Price Evaluation of Securities per Unit (4) 9.900
Less Deferred Sales Charge per Unit (3) (.145)
__________
Redemption Price per Unit (5) 9.755
Less Creation and Development Fee per Unit (3)(5) (.050)
Less Organization Costs per Unit (5) (.031)
__________
Net Asset Value per Unit $ 9.674
==========
Estimated Net Annual Distribution per Unit (7) $ .0412
Cash CUSIP Number 30285V 385
Reinvestment CUSIP Number 30285V 393
Fee Account Cash CUSIP Number 30285V 401
Fee Account Reinvestment CUSIP Number 30285V 419
Pricing Line Product Code 096481
Ticker Symbol FRBCLX
[Enlarge/Download Table]
First Settlement Date March 9, 2015
Mandatory Termination Date (7) June 2, 2016
Income Distribution Record Date Tenth day of each month, commencing April 10, 2015.
Income Distribution Date (6) Twenty-fifth day of each month, commencing April 25, 2015.
____________
<FN>
(1) As of the Evaluation Time on the Initial Date of Deposit, we may adjust
the number of Units of the Trust so that the Public Offering Price per
Unit will equal approximately $10.00. If we make such an adjustment, the
fractional undivided interest per Unit will vary from the amount indicated
above.
(2) The Public Offering Price shown above reflects the value of the
Securities on the business day prior to the Initial Date of Deposit. No
investor will purchase Units at this price. The price you pay for your
Units will be based on their valuation at the Evaluation Time on the date
you purchase your Units. On the Initial Date of Deposit, the Public
Offering Price per Unit will not include any accumulated dividends on the
Securities. After this date, a pro rata share of any accumulated dividends
on the Securities will be included.
(3) You will pay a maximum sales charge of 2.95% of the Public Offering
Price per Unit (equivalent to 2.98% of the net amount invested) which
consists of an initial sales charge, a deferred sales charge and a
creation and development fee. The sales charges are described in the "Fee
Table."
(4) Each listed Security is valued at its last closing sale price on the
relevant stock exchange at the Evaluation Time on the business day prior
to the Initial Date of Deposit. If a Security is not listed, or if no
closing sale price exists, it is generally valued at its closing ask price
on such date. See "Public Offering-The Value of the Securities." The value
of foreign Securities trading in non-U.S. currencies is determined by
converting the value of such Securities to their U.S. dollar equivalent
based on the currency exchange rate for the currency in which a Security
is generally denominated at the Evaluation Time on the business day prior
to the Initial Date of Deposit. Evaluations for purposes of determining
the purchase, sale or redemption price of Units are made as of the close
of trading on the New York Stock Exchange ("NYSE") (generally 4:00 p.m.
Eastern time) on each day on which it is open (the "Evaluation Time").
(5) The creation and development fee and estimated organization costs per
Unit will be deducted from the assets of the Trust at the end of the
initial offering period. If Units are redeemed prior to the close of the
initial offering period, these fees will not be deducted from the
redemption proceeds. See "Redeeming Your Units."
(6) We base our estimate of the dividends the Trust will receive from the
Securities by annualizing the most recent dividends declared by the
issuers of the Securities (such figure adjusted to reflect any change in
dividend policy announced subsequent to the most recently declared
dividend). There is no guarantee that the issuers of the Securities will
declare dividends in the future or that if declared they will either
remain at current levels or increase over time. Due to this, and various
other factors, actual dividends received from the Securities may be less
than their most recent annualized dividends. In this case, the actual net
annual distribution you receive will be less than the estimated amount set
forth above. The actual net annual distribution per Unit you receive will
also vary from that set forth above with changes in the Trust's fees and
expenses, currency exchange rates, foreign withholding and with the sale
of Securities. See "Fee Table" and "Expenses and Charges." The Trustee
will distribute money from the Income and Capital Accounts, as determined
at the monthly Record Date, monthly on the twenty-fifth day of each month
to Unit holders of record on the tenth day of such month provided the
aggregate amount, exclusive of sale proceeds, in the Income and Capital
Accounts available for distribution equals at least 0.1% of the net asset
value of the Trust. Undistributed money in the Income and Capital Accounts
will be distributed in the next month in which the aggregate amount
available for distribution, exclusive of sale proceeds, equals or exceeds
0.1% of the net asset value of the Trust. Distributions of sale proceeds
from the Capital Account will be made monthly on the twenty-fifth day of
the month to Unit holders of record on the tenth day of such month if the
amount available for distribution equals at least $1.00 per 100 Units.
Upon termination of the Trust, amounts in the Income and Capital Accounts
will be distributed to remaining Unit holders.
(7) See "Amending or Terminating the Indenture."
</FN>
Page 3
Fee Table (Unaudited)
This Fee Table describes the fees and expenses that you may, directly or
indirectly, pay if you buy and hold Units of the Trust. See "Public
Offering" and "Expenses and Charges." Although the Trust has a term of
approximately 15 months and is a unit investment trust rather than a
mutual fund, this information allows you to compare fees.
[Enlarge/Download Table]
Amount
per Unit
________
Unit Holder Sales Fees (as a percentage of public offering price)
Maximum Sales Charge
Initial sales charge 1.00%(a) $.100
Deferred sales charge 1.45%(b) $.145
Creation and development fee 0.50%(c) $.050
_____ _____
Maximum sales charge (including creation and development fee) 2.95% $.295
===== =====
Organization Costs (as a percentage of public offering price)
Estimated organization costs .310%(d) $.0310
===== ======
Estimated Annual Trust Operating Expenses(e)
(as a percentage of average net assets)
Portfolio supervision, bookkeeping, administrative and evaluation fees .078% $.0078
Trustee's fee and other operating expenses .133%(f) $.0133
_____ ______
Total .211% $.0211
===== ======
Example
This example is intended to help you compare the cost of investing in the
Trust with the cost of investing in other investment products. The example
assumes that you invest $10,000 in the Trust, the principal amount and
distributions are rolled approximately every 15 months into a New Trust
and you are subject to a reduced transactional sales charge. The example
also assumes a 5% return on your investment each year and that the
Trust's, and the New Trust's, operating expenses stay the same. The
example does not take into consideration transaction fees which may be
charged by certain broker/dealers for processing redemption requests.
Although your actual costs may vary, based on these assumptions your
costs, assuming you roll your proceeds from one trust to the next for the
periods shown, would be:
1 Year 3 Years 5 Years 10 Years
______ _______ _______ _______
$347 $855 $1,142 $2,346
If you elect not to roll your proceeds from one trust to the next, your
costs will be limited by the number of years your proceeds are invested,
as set forth above.
_____________
<FN>
(a) The combination of the initial and deferred sales charge comprises what
we refer to as the "transactional sales charge." The initial sales charge
is actually equal to the difference between the maximum sales charge of
2.95% and the sum of any remaining deferred sales charge and creation and
development fee.
(b) The deferred sales charge is a fixed dollar amount equal to $.145 per
Unit which, as a percentage of the Public Offering Price, will vary over
time. The deferred sales charge will be deducted in three monthly
installments commencing June 19, 2015.
(c) The creation and development fee compensates the Sponsor for creating
and developing the Trust. The creation and development fee is a charge of
$.050 per Unit collected at the end of the initial offering period, which
is expected to be approximately three months from the Initial Date of
Deposit. If the price you pay for your Units exceeds $10 per Unit, the
creation and development fee will be less than 0.50%; if the price you pay
for your Units is less than $10 per Unit, the creation and development fee
will exceed 0.50%.
(d) Estimated organization costs will be deducted from the assets of the
Trust at the end of the initial offering period. Estimated organization
costs are assessed on a fixed dollar amount per Unit basis which, as a
percentage of average net assets, will vary over time.
(e) Each of the fees listed herein is assessed on a fixed dollar amount per
Unit basis which, as a percentage of average net assets, will vary over
time.
(f) Other operating expenses do not include brokerage costs and other
portfolio transaction fees. In certain circumstances the Trust may incur
additional expenses not set forth above. See "Expenses and Charges."
</FN>
Page 4
Report of Independent
Registered Public Accounting Firm
The Sponsor, First Trust Portfolios L.P., and Unit Holders
FT 5299
We have audited the accompanying statement of net assets, including the
schedule of investments, of FT 5299, comprising BofA Merrill Lynch
Cybersecurity Portfolio, Series 2 (the "Trust"), as of the opening of
business on March 4, 2015 (Initial Date of Deposit). This statement of net
assets is the responsibility of the Trust's Sponsor. Our responsibility is
to express an opinion on this statement of net assets based on our audit.
We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance
about whether the statement of net assets is free of material
misstatement. The Trust is not required to have, nor were we engaged to
perform, an audit of the Trust's internal control over financial
reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Trust's internal control over
financial reporting. Accordingly, we express no such opinion. An audit
also includes examining, on a test basis, evidence supporting the amounts
and disclosures in the statement of net assets, assessing the accounting
principles used and significant estimates made by the Trust's Sponsor, as
well as evaluating the overall presentation of the statement of net
assets. Our procedures included confirmation of the irrevocable letter of
credit held by The Bank of New York Mellon, the Trustee, and deposited in
the Trust for the purchase of securities, as shown in the statement of net
assets, as of the opening of business on March 4, 2015, by correspondence
with the Trustee. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the statement of net assets referred to above presents
fairly, in all material respects, the financial position of FT 5299,
comprising BofA Merrill Lynch Cybersecurity Portfolio, Series 2, as of the
opening of business on March 4, 2015 (Initial Date of Deposit), in
conformity with accounting principles generally accepted in the United
States of America.
/s/ DELOITTE & TOUCHE LLP
Chicago, Illinois
March 4, 2015
Page 5
Statement of Net Assets
BofA Merrill Lynch Cybersecurity Portfolio, Series 2
FT 5299
At the Opening of Business on the Initial Date of Deposit-March 4, 2015
[Enlarge/Download Table]
NET ASSETS
Investment in Securities represented by purchase contracts (1) (2) $159,971
Less liability for reimbursement to Sponsor for organization costs (3) (501)
Less liability for deferred sales charge (4) (2,343)
Less liability for creation and development fee (5) (808)
________
Net assets $156,319
========
Units outstanding 16,159
Net asset value per Unit (6) $ 9.674
ANALYSIS OF NET ASSETS
Cost to investors (7) $161,587
Less maximum sales charge (7) (4,767)
Less estimated reimbursement to Sponsor for organization costs (3) (501)
________
Net assets $156,319
========
__________
<FN>
NOTES TO STATEMENT OF NET ASSETS
The Trust is registered as a unit investment trust under the Investment
Company Act of 1940. The Sponsor is responsible for the preparation of
financial statements in accordance with accounting principles generally
accepted in the United States which require the Sponsor to make estimates
and assumptions that affect amounts reported herein. Actual results could
differ from those estimates. The Trust intends to comply in its initial
fiscal year as a grantor trust under federal tax laws. In grantor trusts,
investors are deemed for federal tax purposes, to own the underlying
assets of the trust directly. All taxability issues are taken into account
at the Unit holder level. Income passes through to Unit holders as
realized by the Trust.
(1) The Trust invests in a diversified portfolio of common stocks.
Aggregate cost of the Securities listed under "Schedule of Investments" is
based on their aggregate underlying value. The Trust has a Mandatory
Termination Date of June 2, 2016.
(2) An irrevocable letter of credit issued by The Bank of New York Mellon,
of which approximately $200,000 has been allocated to the Trust, has been
deposited with the Trustee as collateral, covering the monies necessary
for the purchase of the Securities according to their purchase contracts.
(3) A portion of the Public Offering Price consists of an amount sufficient
to reimburse the Sponsor for all or a portion of the costs of establishing
the Trust. These costs have been estimated at $.0310 per Unit for the
Trust. A payment will be made at the end of the initial offering period to
an account maintained by the Trustee from which the obligation of the
investors to the Sponsor will be satisfied. To the extent that actual
organization costs of the Trust 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) Represents the amount of mandatory deferred sales charge distributions
of $.145 per Unit, payable to the Sponsor in three approximately equal
monthly installments beginning on June 19, 2015 and on the twentieth day
of each month thereafter (or if such date is not a business day, on the
preceding business day) through August 20, 2015. If Unit holders redeem
Units before August 20, 2015 they will have to pay the remaining amount of
the deferred sales charge applicable to such Units when they redeem them.
(5) The creation and development fee ($.050 per Unit) is payable by the
Trust on behalf of Unit holders out of assets of the Trust at the end of
the initial offering period. If Units are redeemed prior to the close of
the initial offering period, the fee will not be deducted from the proceeds.
(6) Net asset value per Unit is calculated by dividing the Trust's net
assets by the number of Units outstanding. This figure includes
organization costs and the creation and development fee, which will only
be assessed to Units outstanding at the close of the initial offering
period.
(7) The aggregate cost to investors in the Trust includes a maximum sales
charge (comprised of an initial and a deferred sales charge and the
creation and development fee) computed at the rate of 2.95% of the Public
Offering Price (equivalent to 2.98% of the net amount invested, exclusive
of the deferred sales charge and the creation and development fee),
assuming no reduction of the maximum sales charge as set forth under
"Public Offering."
</FN>
Page 6
Schedule of Investments
BofA Merrill Lynch Cybersecurity Portfolio, Series 2
FT 5299
At the Opening of Business on the
Initial Date of Deposit-March 4, 2015
[Enlarge/Download Table]
Percentage Unaudited
of Aggregate Number Market Cost of Disclosure of
Ticker Symbol and Offering of Value per Securities to BofA
Name of Issuer of Securities (1)(3) Price Shares Share the Trust (2) Merrill Lynch
___________________________________ ____________ ______ _________ _____________ _____________
COMMON STOCKS (100.00%):
Consumer Discretionary (8.33%):
LOCK LifeLock, Inc. * 8.33% 995 $13.40 $ 13,333 A, B, C, D, E, F, G, H, J
Industrials (8.33%):
EXPN LN Experian Plc # 8.33% 735 18.13 13,325 A, B, C, D, E, F, G, H, J
Information Technology (83.34%):
CUDA Barracuda Networks, Inc. * 8.34% 353 37.79 13,340 A, B, C, D, E, F, G, H, J
CHKP Check Point Software Technologies Ltd. +* 8.32% 160 83.22 13,315 A, B, C, D, E, F, G, H, J
CSCO Cisco Systems, Inc. 8.33% 451 29.54 13,322 A, B, C, D, F, G, H, I, J
FEYE FireEye, Inc. * 8.34% 296 45.07 13,341 A, B, C, D, E, F, G, H, J
FTNT Fortinet, Inc. * 8.34% 392 34.03 13,340 A, B, C, D, E, F, G, H, J
NXPI NXP Semiconductors N.V. +* 8.33% 135 98.73 13,328 A, B, C, D, E, F, G, H, J
QIHU Qihoo 360 Technology Co. Ltd. (ADR) +* 8.34% 283 47.14 13,341 A, B, C, D, E, F, G, H, J
SPLK Splunk Inc. * 8.34% 203 65.68 13,333 A, B, C, D, E, F, G, H, J
4704 JP Trend Micro Incorporated # 8.33% 383 34.80 13,328 A, B, C, D, E, F, G, H, J
VMW VMware, Inc. * 8.33% 155 85.97 13,325 A, B, C, D, E, F, G, H, J
_______ ________
Total Investments 100.00% $159,971
======= ========
___________
<FN>
See "Notes to Schedule of Investments" on page 8.
Page 7
NOTES TO SCHEDULE OF INVESTMENTS
(1) All Securities are represented by regular way contracts to purchase
such Securities which are backed by an irrevocable letter of credit
deposited with the Trustee. The Sponsor entered into purchase contracts
for the Securities on March 4, 2015. Such purchase contracts are expected
to settle within three business days.
(2) The cost of the Securities to the Trust represents the aggregate
underlying value with respect to the Securities acquired-generally
determined by the closing sale prices of the Securities on the applicable
exchange (where applicable, converted into U.S. dollars at the exchange
rate at the Evaluation Time) at the Evaluation Time on the business day
prior to the Initial Date of Deposit. The Evaluator, at its discretion,
may make adjustments to the prices of Securities held by the Trust if an
event occurs after the close of the market on which a Security normally
trades but before the Evaluation Time, depending on the nature and
significance of the event, consistent with applicable regulatory guidance
relating to fair value pricing. The valuation of the Securities has been
determined by the Evaluator, an affiliate of the Sponsor. In accordance
with Financial Accounting Standards Board Accounting Standards
Codification 820, "Fair Value Measurement," the Trust's investments are
classified as Level 1, which refers to securities traded in an active
market. The cost of the Securities to the Sponsor and the Sponsor's profit
(which is the difference between the cost of the Securities to the
Sponsor and the cost of the Securities to the Trust) are $159,257 and
$714, respectively.
(3) Common stocks of companies headquartered or incorporated outside the
United States comprise approximately 41.65% of the investments of the
Trust (consisting of China, 8.34%; Ireland, 8.33%; Israel, 8.32%; Japan,
8.33% and The Netherlands, 8.33%).
+ This Security represents the common stock of a foreign company which
trades directly or through an American Depositary Receipt ("ADR") on the
over-the-counter market or on a U.S. national securities exchange.
# This Security represents the common stock of a foreign company which
trades directly or through a Global Depositary Receipt ("GDR") on a
foreign securities exchange. Amounts may not compute due to rounding.
* This Security represents a non-income producing security.
===============================================================================
BofA Merrill Lynch, a registered investment adviser and broker/dealer, in
its general securities businesses, acts as agent or principal in connection
with buying and selling stocks, including the Securities. The following
unaudited information details certain of BofA Merrill Lynch's investment
banking relationships and other matters related to one or more Securities
as of December 4, 2014 or such earlier noted date. This information has
been provided by BofA Merrill Lynch, who is solely responsible for its
content, and is subject to change. BofA Merrill Lynch may also have other
conflicts of interests with respect to companies on the list at any given
time, including those arising in connection with seeking business
relationships with these companies and that research analysts receive
compensation based upon, among other factors, the overall profitability of
Bank of America Corporation, including profits derived from investment
banking and sales and trading revenues.
A BofA Merrill Lynch or an affiliate makes a market in the common stock
of this company.
B BofA Merrill Lynch or an affiliate has managed or co-managed a public
offering of securities for this company within the past 12 months.
C BofA Merrill Lynch or an affiliate has received compensation for
investment banking services from this company within the past 12
months.
D BofA Merrill Lynch or an affiliate expects to receive or intends to
seek compensation for investment banking services from this company
within the next three months.
E BofA Merrill Lynch or an affiliate currently has, or had within the
past 12 months, this company as a client, and the services provided
were investment banking-related services.
F BofA Merrill Lynch or an affiliate received compensation for products
and services other than investment banking services from this company
in the past 12 months.
G BofA Merrill Lynch or an affiliate currently has, or had within the
past 12 months, this company as a client, and the services provided
were non-investment banking, securities-related services.
H BofA Merrill Lynch or an affiliate currently has, or had within the
past 12 months, this company as a client, and the services provided
were non-investment banking, non-securities-related services.
I BofA Merrill Lynch together with its affiliates beneficially owned 1%
or more of the common equity securities of this company as of October
31, 2014.
J BofA Merrill Lynch or an affiliate is willing to sell to, or buy from,
clients the common equity of this company on a principal basis.
===============================================================================
</FN>
Page 8
The FT Series
The FT Series Defined.
We, First Trust Portfolios L.P. (the "Sponsor"), have created hundreds of
similar yet separate series of a unit investment trust which we have named
the FT Series. The series to which this prospectus relates, FT 5299,
consists of a single portfolio known as BofA Merrill Lynch Cybersecurity
Portfolio, Series 2.
The Trust was created under the laws of the State of New York by a Trust
Agreement (the "Indenture") dated the Initial Date of Deposit. This
agreement, entered into among First Trust Portfolios L.P., as Sponsor, The
Bank of New York Mellon as Trustee and First Trust Advisors L.P. as
Portfolio Supervisor and Evaluator, governs the operation of the Trust.
YOU MAY GET MORE SPECIFIC DETAILS CONCERNING THE NATURE, STRUCTURE AND
RISKS OF THIS PRODUCT IN AN "INFORMATION SUPPLEMENT" BY CALLING THE
SPONSOR AT 800-621-1675, DEPT. CODE 2.
How We Created the Trust.
On the Initial Date of Deposit, we deposited a portfolio of common stocks
with the Trustee and, in turn, the Trustee delivered documents to us
representing our ownership of the Trust in the form of units ("Units").
After the Initial Date of Deposit, we may deposit additional Securities in
the Trust, or cash (including a letter of credit or the equivalent) with
instructions to buy more Securities, to create new Units for sale. If we
create additional Units, we will attempt, to the extent practicable, to
maintain the percentage relationship established among the Securities on
the Initial Date of Deposit (as set forth in "Schedule of Investments" for
the Trust), adjusted to reflect the sale, redemption or liquidation of any
of the Securities or any stock split or a merger or other similar event
affecting the issuer of the Securities.
Since the prices of the Securities will fluctuate daily, the ratio of
Securities in the Trust, on a market value basis, will also change daily.
The portion of Securities represented by each Unit will not change as a
result of the deposit of additional Securities or cash in the Trust. If we
deposit cash, you and new investors may experience a dilution of your
investment. This is because prices of Securities will fluctuate between
the time of the cash deposit and the purchase of the Securities, and
because the Trust pays the associated brokerage fees. To reduce this
dilution, the Trust will try to buy the Securities as close to the
Evaluation Time and as close to the evaluation price as possible. In
addition, because the Trust pays 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.
An affiliate of the Trustee may receive these brokerage fees or the
Trustee may retain and pay us (or our affiliate) to act as agent for the
Trust to buy Securities. If we or an affiliate of ours act as agent to the
Trust, we will be subject to the restrictions under the Investment Company
Act of 1940, as amended (the "1940 Act").
We cannot guarantee that the Trust will keep its present size and
composition for any length of time. Securities may be periodically sold
under certain circumstances to satisfy Trust obligations, to meet
redemption requests and, as described in "Removing Securities from the
Trust," to maintain the sound investment character of the Trust, and the
proceeds received by the Trust will be used to meet Trust obligations or
distributed to Unit holders, but will not be reinvested. However,
Securities will not be sold to take advantage of market fluctuations or
changes in anticipated rates of appreciation or depreciation, or if they
no longer meet the criteria by which they were selected. You will not be
able to dispose of or vote any of the Securities in the Trust. As the
holder of the Securities, the Trustee will vote the Securities and, except
as described in "Removing Securities from the Trust," will endeavor to
vote the Securities such that the Securities are voted as closely as
possible in the same manner and the same general proportion as are the
Securities held by owners other than the Trust.
Neither we nor the Trustee will be liable for a failure in any of the
Securities. However, if a contract for the purchase of any of the
Securities initially deposited in the Trust fails, unless we can purchase
substitute Securities ("Replacement Securities") we will refund to you
that portion of the purchase price and transactional sales charge
resulting from the failed contract on the next Distribution Date. Any
Replacement Security the Trust acquires will be identical to those from
the failed contract.
Portfolio
Objective.
The Trust seeks capital appreciation.
Computer security has come to be known as "cybersecurity." This field
covers the processes and systems that protect computers, information and
services from unauthorized users.
Cybersecurity has become a homeland security issue, with a worst-case
"Cybergeddon" scenario having to be discussed and planned for. In fact,
Page 9
cybersecurity attacks and critical infrastructure breakdowns have been
recognized as one of the top five global risks today, according to World
Economic Forum.
The U.S. Department of Defense has stated that it considers cyberspace
another domain for warfare. Cyber-attacks and critical structure
breakdowns could eclipse terrorism as a domestic threat for the United
States and other developed countries over the next decade.
Cybercrime costs are at record levels. According to the Poneman Institute,
there are 122,000 attacks per week for U.S.companies, with an average cost
of cyber-attacks having reached a record $12 million per incident in 2014,
while cybercrime costs the global economy an estimated (U.S.) $500 billion
annually. [Center for Strategic and International Studies & McAfee]
Globally, nations have become more sensitive to issues of quality,
security, health and safety, environmental protection and social
responsibility, which has led to the proliferation, strengthening and
convergence of regulation and the development of non-regulatory standards.
As a result, corporations are increasingly being forced to adapt to new
best practices on safety and security.
With the growth of companies in the cybersecurity industry, and the
increasing need to rely on cybersecurity solutions, the Sponsor believes
this could be an opportune time to invest in companies supplying these
services. Companies involved in such areas as anti-virus solutions, data
back-up and recovery, cloud-based systems, data encryptions, data loss,
enterprise security and homeland security could benefit from the
heightened awareness and need for cybersecurity for most companies.
The Trust contains a selection of companies selected by the Sponsor from a
list of stocks identified by BofA Merrill Lynch for their growing
involvement in the critical cybersecurity industry.
From time to time in the prospectus or in marketing materials we may
identify a portfolio's style and capitalization characteristics to
describe a trust. These characteristics are designed to help you better
understand how the Trust fits into your overall investment plan. These
characteristics are determined by the Sponsor as of the Initial Date of
Deposit and, due to changes in the value of the Securities, may vary
thereafter. In addition, from time to time, analysts and research
professionals may apply different criteria to determine a Security's style
and capitalization characteristics, which may result in designations which
differ from those arrived at by the Sponsor. In general, growth stocks are
those with high relative price-to-book ratios while value stocks are those
with low relative price-to-book ratios. At least 65% of the stocks in a
trust on the trust's initial date of deposit must fall into either the
growth or value category for a trust itself to receive the designation.
Trusts that do not meet this criteria are designated as blend trusts. In
determining market capitalization characteristics, we analyze the market
capitalizations of the 3,000 largest stocks in the United States
(excluding foreign securities, ADRs, limited partnerships and regulated
investment companies). Companies with market capitalizations among the
largest 10% are considered Large-Cap securities, the next 20% are
considered Mid-Cap securities and the remaining securities are considered
Small-Cap securities. Both the weighted average market capitalization of a
trust and at least half of the Securities in a trust must be classified as
either Large-Cap, Mid-Cap or Small-Cap in order for a trust to be
designated as such. Trusts, however, may contain individual stocks that do
not fall into its stated style or market capitalization designation.
Of course, as with any similar investments, there can be no assurance that
the objective of the Trust will be achieved. See "Risk Factors" for a
discussion of the risks of investing in the Trust.
Risk Factors
Price Volatility. The Trust invests in common stocks. The value of the
Trust's Units will fluctuate with changes in the value of these common
stocks. Common stock prices fluctuate for several reasons including
changes in investors' perceptions of the financial condition of an issuer
or the general condition of the relevant stock market, such as the current
market volatility, or when political or economic events affecting the
issuers occur. In addition, common stock prices may be particularly
sensitive to rising interest rates, as the cost of capital rises and
borrowing costs increase.
Because the Trust is not managed, the Trustee will not sell stocks in
response to or in anticipation of market fluctuations, as is common in
managed investments. As with any investment, we cannot guarantee that the
performance of the Trust will be positive over any period of time,
especially the relatively short 15-month life of the Trust, or that you
won't lose money. Units of the Trust are not deposits of any bank and are
not insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.
Current Economic Conditions. The global economy continues to experience
subdued growth. Most developed and developing economies are continuing to
struggle against the lingering effects of the financial crisis which began
in 2007, grappling in particular with the challenges of taking appropriate
fiscal and monetary policy actions. Inflation remains tame worldwide,
Page 10
partly reflecting output gaps, high unemployment and a continued financial
deleveraging in major developed economies. The global employment situation
remains challenging, as long-lasting effects from the financial crisis
continue to weigh on labor markets in many countries and regions. Prices
of most primary commodities, a driving force behind many emerging market
economies, have declined moderately in recent years, mainly driven by
generally weak global demand as global economic growth remains anemic.
The financial crisis began with problems in the U.S. housing and credit
markets, many of which were caused by defaults on "subprime" mortgages and
mortgage-backed securities, eventually leading to the failures of some
large financial institutions and has negatively impacted most sectors of
the global economy. Due to the current state of uncertainty in the
economy, the value of the Securities held by the Trust may be subject to
steep declines or increased volatility due to changes in performance or
perception of the issuers. To combat the financial crisis, central banks
in the United States, Europe and Asia have held interest rates at
historically low levels for several years. However, there is no assurance
that this will continue in the future and no way to predict how quickly
interest rates will rise once central banks change their current position.
In addition, other extraordinary steps have been taken by the governments
of several leading economic countries to combat the financial crisis;
however, the impact of these measures has been mixed and in certain
instances has produced unintended consequences.
Dividends. There is no guarantee that the issuers of the Securities will
declare dividends in the future or that if declared they will either
remain at current levels or increase over time.
Concentration Risk. When at least 25% of a Trust's portfolio is invested
in securities issued by companies within a single sector, the Trust is
considered to be concentrated in that particular sector. A portfolio
concentrated in a single sector may present more risks than a portfolio
broadly diversified over several sectors.
The Trust is concentrated in stocks of information technology companies.
Information Technology. Technology companies are generally subject to the
risks of rapidly changing technologies; short product life cycles; fierce
competition; aggressive pricing; frequent introduction of new or enhanced
products; the loss of patent, copyright and trademark protections;
cyclical market patterns; evolving industry standards; and frequent new
product introductions. Technology companies may be smaller and less
experienced companies, with limited product lines, markets or financial
resources. Technology company stocks have experienced extreme price and
volume fluctuations that are often unrelated to their operating
performance. Also, the stocks of many Internet companies have
exceptionally high price-to-earnings ratios with little or no earnings
histories.
Cybersecurity. The Trust holds Securities issued by companies involved to
some degree in the cybersecurity industry. Cybersecurity relates to the
processes and systems that protect computers, information and services
from unauthorized users. Cybersecurity companies are subject to the risks
set forth in "Information Technology" above. In addition to their
cybersecurity business, certain of these companies may be involved in
other businesses unrelated to cybersecurity. Negative performance by a
company's other business operations may have a negative effect on a
company's stock performance, even in situations in which they are deriving
positive results from their cybersecurity business.
Foreign Securities. Certain of the Securities held by the Trust are issued
by foreign entities, which makes the Trust subject to more risks than if
it invested solely in domestic securities. A foreign Security held by the
Trust is either directly listed on a U.S. securities exchange, is in the
form of an ADR or a GDR which trades on the over-the-counter market or is
listed on a U.S. or foreign securities exchange, or is directly listed on
a foreign securities exchange. Risks of foreign securities include higher
brokerage costs; different accounting standards; expropriation,
nationalization or other adverse political or economic developments;
currency devaluations, blockages or transfer restrictions; restrictions on
foreign investments and exchange of securities; inadequate financial
information; lack of liquidity of certain foreign markets; and less
government supervision and regulation of exchanges, brokers, and issuers
in foreign countries. Certain foreign markets have experienced heightened
volatility due to recent negative political or economic developments or
natural disasters. Investments in debt securities of foreign governments
present special risks, including the fact that issuers may be unable or
unwilling to repay principal and/or interest when due in accordance with
the terms of such debt, or may be unable to make such repayments when due
in the currency required under the terms of the debt. Political, economic
and social events also may have a greater impact on the price of debt
securities issued by foreign governments than on the price of U.S.
securities.
ADRs, GDRs and similarly structured securities may be less liquid than the
underlying shares in their primary trading market. Any distributions paid
to the holders of depositary receipts are usually subject to a fee charged
by the depositary. Issuers of depositary receipts are not obligated to
Page 11
disclose information that is considered material in the United States. As
a result, there may be less information available regarding such issuers.
Holders of depositary receipts may have limited voting rights, and
investment restrictions in certain countries may adversely impact the
value of depositary receipts because such restrictions may limit the
ability to convert shares into depositary receipts and vice versa. Such
restrictions may cause shares of the underlying issuer to trade at a
discount or premium to the market price of the depositary receipts.
The purchase and sale of the non-U.S. listed Securities will generally
occur only in foreign securities markets. Because foreign securities
exchanges may be open on different days than the days on which investors
may purchase or redeem Units, the value of the Trust's Securities may
change on days when investors are not able to purchase or redeem Units.
Although we do not believe that the Trust will have problems buying and
selling these Securities, certain of the factors stated above may make it
impossible to buy or sell them in a timely manner. Custody of certain of
the Securities in the Trust is maintained by The Bank of Tokyo-Mitsubishi
UFJ Ltd., Tokyo, Japan for Japanese Securities and Crest Co. Ltd. for
United Kingdom Securities, each of which has entered into a sub-custodian
relationship with the Trustee. In the event the Trustee informs the
Sponsor of any material change in the custody risks associated with
maintaining assets with the entities above, the Sponsor will instruct
the Trustee to take such action as the Sponsor deems appropriate to
minimize such risk.
Emerging Markets. One of the Securities held by the Trust is issued by a
company headquartered or incorporated in a country considered to be an
emerging market. Risks of investing in developing or emerging countries
are even greater than the risks associated with foreign investments in
general. These increased risks include, among other risks, the possibility
of investment and trading limitations, greater liquidity concerns, higher
price volatility, greater delays and disruptions in settlement
transactions, greater political uncertainties and greater dependence on
international trade or development assistance. In addition, emerging
market countries may be subject to overburdened infrastructures, obsolete
financial systems and environmental problems. For these reasons,
investments in emerging markets are often considered speculative.
Exchange Rates. Because securities of foreign issuers not listed on a U.S.
securities exchange generally pay dividends and trade in foreign
currencies, the U.S. dollar value of these Securities (and therefore Units
of the Trusts containing securities of foreign issuers) will vary with
fluctuations in foreign exchange rates. As the value of Units of the Trust
will vary with fluctuations in both the value of the underlying Securities
as well as foreign exchange rates, an increase in the value of the
Securities could be more than offset by a decrease in value of the foreign
currencies in which they are denominated against the U.S. dollar,
resulting in a decrease in value of the Units. Most foreign currencies
have fluctuated widely in value against the U.S. dollar for various
economic and political reasons.
To determine the value of foreign Securities not listed on a U.S.
securities exchange or their dividends, the Evaluator will estimate
current exchange rates for the relevant currencies based on activity in
the various currency exchange markets. However, these markets can be quite
volatile, depending on the activity of the large international commercial
banks, various central banks, large multi-national corporations,
speculators, hedge funds and other buyers and sellers of foreign
currencies. Since actual foreign currency transactions may not be
instantly reported, the exchange rates estimated by the Evaluator may not
reflect the amount the Trusts would receive, in U.S. dollars, had the
Trustee sold any particular currency in the market. The value of the
Securities in terms of U.S. dollars, and therefore the value of your
Units, will decline if the U.S. dollar increases in value relative to the
value of the currency in which the Securities trade. In addition, the
value of dividends received in foreign currencies will decline in value in
terms of U.S. dollars if the U.S. dollar increases in value relative to
the value of the currency in which the dividend was paid prior to the time
in which the dividend is converted to U.S. dollars.
Small and/or Mid Capitalization Companies. Certain of the Securities held
by the Trust are small and/or mid capitalization companies. Investing in
stocks of such companies may involve greater risk than investing in larger
companies. For example, such companies may have limited product lines, as
well as shorter operating histories, less experienced management and more
limited financial resources than larger companies. Securities of such
companies generally trade in lower volumes and are generally subject to
greater and less predictable changes in price than securities of larger
companies. In addition, small and mid-cap stocks may not be widely
followed by the investment community, which may result in low demand.
Legislation/Litigation. From time to time, various legislative initiatives
are proposed 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 the
industries represented by these issuers, may negatively impact the value
Page 12
of these Securities. We cannot predict what impact any pending or proposed
legislation or pending or threatened litigation will have on the value of
the Securities.
Securities Selection. The stocks for the Trust were chosen by the Sponsor.
The Sponsor chose to identify a group of stocks with exposure to
cybersecurities by referencing a list of such stocks identified by BofA
Merrill Lynch Research. The list of cybersecurity stocks included in the
BofA Merrill Lynch Research report have varying degrees of exposure to
cybersecurity and were identified without regard to the Trust or its Unit
holders. BofA Merrill Lynch has no obligation or liability in connection
with the investment decisions made by the Sponsor of the Trust in
connection with the Trust. BofA Merrill Lynch may choose for any reason to
change the recommendation or not to recommend any or all of the Securities
for any purpose or at a later date. This may affect the value of your
Units. In addition, BofA Merrill Lynch in its general securities business
acts as agent or principal in connection with buying and selling stocks,
including the Securities, and may have bought the Securities for the
Trust, thereby benefiting. See the "Schedule of Investments" for
additional information concerning BofA Merrill Lynch's investment banking
and other matters relating to the Securities.
Portfolio Securities Descriptions
Consumer Discretionary
______________________
LifeLock, Inc., headquartered in Tempe, Arizona, provides identity theft
protection services for consumers. The company also offers identity risk
assessment and fraud protection services for various enterprises
throughout the United States.
Industrials
___________
Experian Plc, headquartered in Dublin, Ireland, offers credit and
marketing services. The company manages large databases that enable credit
granting and monitoring and help minimize fraud and credit risk. The
company also offers specialist analytical solutions for credit scoring,
risk management and processing applications, in addition to processing
checks and credit cards, and offering consumers credit reports and scores.
Information Technology
______________________
Barracuda Networks, Inc., headquartered in Campbell, California, designs
and develops email and Internet security products. The company offers spam
firewalls, web filters, instant messaging firewalls, load balancers,
message archivers and web application controllers. The company serves
customers worldwide.
Check Point Software Technologies Ltd., headquartered in Tel Aviv, Israel,
develops, sells and supports secure enterprise networking solutions. The
company's integrated architecture includes network security, network
traffic control and Internet protocol address management.
Cisco Systems, Inc., headquartered in San Jose, California, provides
networking solutions that connect computing devices and computer networks.
The company offers various products to utilities, corporations,
universities, governments and small- to medium-size businesses worldwide.
FireEye, Inc., headquartered in Milpitas, California, provides malware
protection systems and network threat prevention solutions. The company
offers web security, email security, file security and malware analysis.
The company serves customers throughout the United States.
Fortinet, Inc., headquartered in Sunnyvale, California, offers network
security appliances, related software and subscription services. The
company's systems integrate security technologies, including VPN,
firewall, antivirus, Web filtering and traffic shaping.
NXP Semiconductors N.V., headquartered in Eindhoven, the Netherlands, is a
global semiconductor company that designs semiconductors and software for
consumer electronics, mobile communications, in-car entertainment,
security applications and networking.
Qihoo 360 Technology Co. Ltd. (ADR), headquartered in Chaoyang, China,
supplies Internet security services. The company researches, designs and
develops Internet security software and sells third party anti-virus
software. The company also provides system optimization products.
Splunk Inc., headquartered in San Francisco, California, is engaged in
developing software to analyze web data. Products include software that
collects, analyzes and indexes machine data generated by websites,
servers, networks, applications and mobile devices.
Trend Micro Incorporated, headquartered in Tokyo, Japan, is engaged in the
development and marketing of anti-virus computer software and Internet
security software. The company also markets its products in the United
States, Europe and Asia.
VMware, Inc., headquartered in Palo Alto, California, provides
virtualization infrastructure software solutions and related support and
services in the United States and internationally.
We have obtained the foregoing descriptions from third-party sources we
deem reliable.
Page 13
Public Offering
The Public Offering Price.
Units will be purchased at the Public Offering Price, the price per Unit
of which is comprised of the following:
- The aggregate underlying value of the Securities;
- The amount of any cash in the Income and Capital Accounts;
- Dividends receivable on Securities; and
- The maximum sales charge (which combines an initial upfront sales
charge, a deferred sales charge and the creation and development fee).
The price you pay for your Units will differ from the amount stated under
"Summary of Essential Information" due to various factors, including
fluctuations in the prices of the Securities, changes in the relevant
currency exchange rates, changes in the applicable commissions, stamp
taxes, custodial fees and other costs associated with foreign trading, and
changes in the value of the Income and/or Capital Accounts.
Although you are not required to pay for your Units until three business
days following your order (the "date of settlement"), you may pay before
then. You will become the owner of Units ("Record Owner") on the date of
settlement if payment has been received. If you pay for your Units before
the date of settlement, we may use your payment during this time and it
may be considered a benefit to us, subject to the limitations of the
Securities Exchange Act of 1934, as amended.
Organization Costs. Securities purchased with the portion of the Public
Offering Price intended to be used to reimburse the Sponsor for the
Trust's organization costs (including costs of preparing the registration
statement, the Indenture and other closing documents, registering Units
with the Securities and Exchange Commission ("SEC") and states, the
initial audit of the Trust's statement of net assets, legal fees and the
initial fees and expenses of the Trustee) will be purchased in the same
proportionate relationship as all the Securities contained in the Trust.
Securities will be sold to reimburse the Sponsor for the Trust's
organization costs at the end of the initial offering period (a
significantly shorter time period than the life of the Trust). During the
initial offering period, there may be a decrease in the value of the
Securities. To the extent the proceeds from the sale of these Securities
are insufficient to repay the Sponsor for Trust organization costs, the
Trustee will sell additional Securities to allow the Trust to fully
reimburse the Sponsor. In that event, the net asset value per Unit of the
Trust will be reduced by the amount of additional Securities sold.
Although the dollar amount of the reimbursement due to the Sponsor will
remain fixed and will never exceed the per Unit amount set forth for the
Trust in "Notes to Statement of Net Assets," this will result in a greater
effective cost per Unit to Unit holders for the reimbursement to the
Sponsor. To the extent actual organization costs are less than the
estimated amount, only the actual organization costs will ultimately be
charged to the Trust. When Securities are sold to reimburse the Sponsor
for organization costs, the Trustee will sell Securities, to the extent
practicable, which will maintain the same proportionate relationship among
the Securities contained in the Trust as existed prior to such sale.
Minimum Purchase.
The minimum amount per account you can purchase of the Trust is generally
$1,000 worth of Units ($500 if you are purchasing Units for your
Individual Retirement Account or any other qualified retirement plan), but
such amounts may vary depending on your selling firm.
Maximum Sales Charge.
The maximum sales charge is comprised of a transactional sales charge and
a creation and development fee. After the initial offering period the
maximum sales charge will be reduced by 0.50%, to reflect the amount of
the previously charged creation and development fee.
Transactional Sales Charge.
The transactional sales charge you will pay has both an initial and a
deferred component.
Initial Sales Charge. The initial sales charge, which you will pay at the
time of purchase, is equal to the difference between the maximum sales
charge of 2.95% of the Public Offering Price and the sum of the maximum
remaining deferred sales charge and creation and development fee
(initially $.195 per Unit). On the Initial Date of Deposit, the initial
sales charge is equal to approximately 1.00% of the Public Offering Price
of a Unit. Thereafter, it will vary from 1.00% depending on the purchase
price of your Units and as deferred sales charge and creation and
development fee payments are made. When the Public Offering Price exceeds
$10.00 per Unit, the initial sales charge will exceed 1.00% of the Public
Offering Price.
Monthly Deferred Sales Charge. In addition, three monthly deferred sales
charges of approximately $.0484 per Unit will be deducted from the Trust's
assets on approximately the twentieth day of each month from June 19, 2015
through August 20, 2015. If you buy Units at a price of less than $10.00
per Unit, the dollar amount of the deferred sales charge will not change,
but the deferred sales charge on a percentage basis will be more than
1.45% of the Public Offering Price.
Page 14
Creation and Development Fee.
As Sponsor, we will also receive, and the Unit holders will pay, a
creation and development fee. See "Expenses and Charges" for a description
of the services provided for this fee. The creation and development fee is
a charge of $.050 per Unit collected at the end of the initial offering
period. If you buy Units at a price of less than $10.00 per Unit, the
dollar amount of the creation and development fee will not change, but the
creation and development fee on a percentage basis will be more than 0.50%
of the Public Offering Price.
Discounts for Certain Persons.
The maximum sales charge is 2.95% per Unit and the maximum dealer
concession is 2.25% per Unit. However, if you invest at least $50,000
including any proceeds as described below (except if you are purchasing
for "Fee Accounts" as described below), the maximum sales charge for the
amount of the investment eligible to receive the reduced sales charge is
reduced as follows:
Your maximum Dealer
If you invest sales charge concession
(in thousands):* will be: will be:
_________________________________________________________
$50 but less than $100 2.70% 2.00%
$100 but less than $250 2.45% 1.75%
$250 but less than $500 2.20% 1.50%
$500 but less than $1,000 1.95% 1.25%
$1,000 or more 1.40% 0.75%
*The breakpoints will be adjusted to take into consideration purchase
orders stated in dollars which cannot be completely fulfilled due to the
requirement that only whole Units be issued.
The reduced sales charge for quantity purchases will apply only to
purchases not eligible for the Rollover, redemption or termination
proceeds discount set forth below made by the same person on any one day
from any one dealer. To help you reach the above levels, you can combine
the Units you purchase of the Trust with any other same day purchases of
other trusts for which we are Principal Underwriter and are currently in
the initial offering period. In addition, we will also consider Units you
purchase in the name of your spouse, or the equivalent if recognized under
local law, or child (including step-children) under the age of 21 living
in the same household to be purchases by you. The reduced sales charges
will also apply to a trustee or other fiduciary purchasing Units for a
single trust estate or single fiduciary account including pension, profit
sharing or employee benefit plans, as well as multiple-employee benefit
plans of a single employer or affiliated employers (provided they are not
aggregated with personal accounts). You must inform your dealer of any
combined purchases before the sale in order to be eligible for the reduced
sales charge.
You are entitled to use your Rollover proceeds from a previous series of
the Trust, or redemption or termination proceeds from any unit investment
trust (regardless of who was sponsor) to purchase Units of the Trust
during the initial offering period at the Public Offering Price less 1.00%
(for purchases of $1,000,000 or more, the maximum sales charge will be
limited to 1.40% of the Public Offering Price), but you will not be
eligible to receive the reduced sales charges described in the above table
with respect to such proceeds. Please note that if you purchase Units of
the Trust in this manner using redemption proceeds from trusts which
assess the amount of any remaining deferred sales charge at redemption,
you should be aware that any deferred sales charge remaining on these
units will be deducted from those redemption proceeds. In order to be
eligible to receive the reduced sales charge described in this paragraph,
the trade date of the Rollover, redemption or termination resulting in the
receipt of such proceeds must have occurred within 30 calendar days prior
to your Unit purchase. In addition, this program will only be available
for investors that utilize the same broker/dealer (or a different
broker/dealer with appropriate notification) for both the Unit purchase
and the transaction resulting in the receipt of the Rollover, termination
or redemption proceeds used for the Unit purchase and such transaction
must be from the same account. You may be required to provide appropriate
documentation or other information to your broker/dealer to evidence your
eligibility for this reduced sales charge program.
If you are purchasing Units for an investment account, the terms of which
provide that your registered investment advisor or registered
broker/dealer (a) charges periodic fees in lieu of commissions; (b)
charges for financial planning, investment advisory or asset management
services; or (c) charges a comprehensive "wrap fee" or similar fee for
these or comparable services ("Fee Accounts"), you will not be assessed
the transactional sales charge described in this section on such
purchases. These Units will be designated as Fee Account Units and,
depending upon the purchase instructions we receive, assigned either a Fee
Account Cash CUSIP Number, if you elect to have distributions paid to you,
or a Fee Account Reinvestment CUSIP Number, if you elect to have
distributions reinvested into additional Units of the Trust. Certain Fee
Account Unit holders may be assessed transaction or other account fees on
the purchase and/or redemption of such Units by their registered
investment advisor, broker/dealer or other processing organizations for
providing certain transaction or account activities. Fee Account Units are
not available for purchase in the secondary market. We reserve the right
to limit or deny purchases of Units not subject to the transactional sales
Page 15
charge by investors whose frequent trading activity we determine to be
detrimental to the Trust.
Employees, officers and directors (and immediate family members) of the
Sponsor, our related companies, and dealers and their affiliates will
purchase Units at the Public Offering Price less the applicable dealer
concession, subject to the policies of the related selling firm. Immediate
family members include spouses, or the equivalent if recognized under
local law, children or step-children under the age of 21 living in the
same household, parents or step-parents and trustees, custodians or
fiduciaries for the benefit of such persons. Only employees, officers and
directors of companies that allow their employees to participate in this
employee discount program are eligible for the discounts.
You will be charged the deferred sales charge per Unit regardless of any
discounts. However, if you are eligible to receive a discount such that
the maximum sales charge you must pay is less than the applicable maximum
deferred sales charge, including Fee Account Units, you will be credited
additional Units with a dollar value equal to the difference between your
maximum sales charge and the maximum deferred sales charge at the time you
buy your Units. If you elect to have distributions reinvested into
additional Units of the Trust, in addition to the reinvestment Units you
receive you will also be credited additional Units with a dollar value at
the time of reinvestment sufficient to cover the amount of any remaining
deferred sales charge and creation and development fee to be collected on
such reinvestment Units. The dollar value of these additional credited
Units (as with all Units) will fluctuate over time, and may be less on the
dates deferred sales charges or the creation and development fee are
collected than their value at the time they were issued.
The Value of the Securities.
The Evaluator will determine the aggregate underlying value of the
Securities in the Trust as of the Evaluation Time on each business day and
will adjust the Public Offering Price of the Units according to this
valuation. This Public Offering Price will be effective for all orders
received before the Evaluation Time on each such day. If we or the Trustee
receive orders for purchases, sales or redemptions after that time, or on
a day which is not a business day, they will be held until the next
determination of price. The term "business day" as used in this prospectus
shall mean any day on which the NYSE is open.
The aggregate underlying value of the Securities in the Trust will be
determined as follows: if the Securities are listed on a national or
foreign securities exchange or The NASDAQ Stock Market(R), their value
shall generally be based on the closing sale price on the exchange or
system which is the principal market therefore ("Primary Exchange"), which
shall be deemed to be the NYSE if the Securities are listed thereon
(unless the Evaluator deems such price inappropriate as the basis for
evaluation). In the event a closing sale price on the Primary Exchange is
not published, the Securities will be valued based on the last trade price
on the Primary Exchange. If no trades occur on the Primary Exchange for a
specific trade date, the value will be based on the closing sale price
from, in the opinion of the Evaluator, an appropriate secondary exchange,
if any. If no trades occur on the Primary Exchange or any appropriate
secondary exchange on a specific trade date, the Evaluator will determine
the value of the Securities using the best information available to the
Evaluator, which may include the prior day's evaluated price. If the
Security is an American Depositary Receipt ("ADR"), Global Depositary
Receipt ("GDR") or other similar security in which no trade occurs on the
Primary Exchange or any appropriate secondary exchange on a specific trade
date, the value will be based on the evaluated price of the underlying
security, determined as set forth above, after applying the appropriate
ADR/GDR ratio, the exchange rate and such other information which the
Evaluator deems appropriate. For purposes of valuing Securities traded on
The NASDAQ Stock Market(R), closing sale price shall mean the NASDAQ(R)
Official Closing Price as determined by The NASDAQ Stock Market LLC. If
the Securities are not so listed or, if so listed and the principal market
therefore is other than on the Primary Exchange or any appropriate
secondary exchange, the value shall generally be based on the current ask
price on the over-the-counter market (unless the Evaluator deems such
price inappropriate as a basis for evaluation). If current ask prices are
unavailable, the value is generally determined (a) on the basis of current
ask prices for comparable securities, (b) by appraising the value of the
Securities on the ask side of the market, or (c) any combination of the
above. If such prices are in a currency other than U.S. dollars, the value
of such Security shall be converted to U.S. dollars based on current
exchange rates (unless the Evaluator deems such prices inappropriate as a
basis for evaluation). If the Evaluator deems a price determined as set
forth above to be inappropriate as the basis for evaluation, the Evaluator
shall use such other information available to the Evaluator which it deems
appropriate as the basis for determining the value of a Security.
After the initial offering period is over, the aggregate underlying value
of the Securities will be determined as set forth above, except that bid
prices are used instead of ask prices when necessary.
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Distribution of Units
We intend to qualify Units of the Trust for sale in a number of states.
All Units will be sold at the then current Public Offering Price.
The Sponsor compensates intermediaries, such as broker/dealers and banks,
for their activities that are intended to result in sales of Units of the
Trust. This compensation includes dealer concessions described in the
following section and may include additional concessions and other
compensation and benefits to broker/dealers and other intermediaries.
Dealer Concessions.
Dealers and other selling agents can purchase Units at prices which
reflect a concession or agency commission of 2.25% of the Public Offering
Price per Unit, subject to the reduced concession applicable to volume
purchases as set forth in "Public Offering-Discounts for Certain Persons."
However, for Units subject to a transactional sales charge which are
purchased using redemption or termination proceeds or on purchases by
Rollover Unit holders, this amount will be reduced to 1.30% of the sales
price of these Units (0.75% for purchases of $1,000,000 or more).
Eligible dealer firms and other selling agents who, during the previous
consecutive 12-month period through the end of the most recent month, sold
primary market units of unit investment trusts sponsored by us in the
dollar amounts shown below will be entitled to the following additional
sales concession on primary market sales of units during the current month
of unit investment trusts sponsored by us:
Total sales Additional
(in millions) Concession
_______________________________________________________
$25 but less than $100 0.050%
$100 but less than $150 0.075%
$150 but less than $250 0.100%
$250 but less than $500 0.115%
$500 but less than $750 0.125%
$750 but less than $1,000 0.130%
$1,000 but less than $1,500 0.135%
$1,500 but less than $2,000 0.140%
$2,000 but less than $3,000 0.150%
$3,000 but less than $4,000 0.160%
$4,000 but less than $5,000 0.170%
$5,000 or more 0.175%
Dealers and other selling agents will not receive a concession on the sale
of Units which are not subject to a transactional sales charge, but such
Units will be included in determining whether the above volume sales
levels are met. Eligible dealer firms and other selling agents include
clearing firms that place orders with First Trust and provide First Trust
with information with respect to the representatives who initiated such
transactions. Eligible dealer firms and other selling agents will not
include firms that solely provide clearing services to other broker/dealer
firms or firms who place orders through clearing firms that are eligible
dealers. We reserve the right to change the amount of concessions or
agency commissions from time to time. Certain commercial banks may be
making Units of the Trust available to their customers on an agency basis.
A portion of the transactional sales charge paid by these customers is
kept by or given to the banks in the amounts shown above.
Other Compensation and Benefits to Broker/Dealers.
The Sponsor, at its own expense and out of its own profits, currently
provides additional compensation and benefits to broker/dealers who sell
Units of this Trust and other First Trust products. This compensation is
intended to result in additional sales of First Trust 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 by the intermediary, the level or expected level
of sales of First Trust products by the intermediary or its agents, the
placing of First Trust products on a preferred or recommended product
list, access to an intermediary's personnel, and other factors. The
Sponsor makes these payments for marketing, promotional or related
expenses, including, but not limited to, expenses of entertaining retail
customers and financial advisers, advertising, sponsorship of events or
seminars, obtaining information about the breakdown of unit sales among an
intermediary's representatives or offices, obtaining shelf space in
broker/dealer firms and similar activities designed to promote the sale of
the Sponsor's products. The Sponsor makes such payments to a substantial
majority of intermediaries that sell First Trust products. The Sponsor 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 trading or purchasing trading
systems to process Unit trades. Payments of such additional compensation
described in this and the preceding paragraph, some of which may be
characterized as "revenue sharing," may create an incentive for financial
intermediaries and their agents to sell or recommend a First Trust
product, including the Trust, over products offered by other sponsors or
fund companies. These arrangements will not change the price you pay for
your Units.
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Advertising and Investment Comparisons.
Advertising materials regarding the Trust may discuss several topics,
including: developing a long-term financial plan; working with your
financial professional; the nature and risks of various investment
strategies and unit investment trusts that could help you reach your
financial goals; the importance of discipline; how the Trust operates; how
securities are selected; various unit investment trust features such as
convenience and costs; and options available for certain types of unit
investment trusts. These materials may include descriptions of the
principal businesses of the companies represented in the Trust, research
analysis of why they were selected and information relating to the
qualifications of the persons or entities providing the research analysis.
In addition, they may include research opinions on the economy and
industry sectors included and a list of investment products generally
appropriate for pursuing those recommendations.
From time to time we may compare the estimated returns of the Trust (which
may show performance net of the expenses and charges the Trust would have
incurred) and returns over specified periods of other similar trusts we
sponsor in our advertising and sales materials, with (1) returns on other
taxable investments such as the common stocks comprising various market
indexes, corporate or U.S. Government bonds, bank CDs and money market
accounts or funds, (2) performance data from Morningstar, Inc. or (3)
information from publications such as Money, The New York Times, U.S. News
and World Report, Bloomberg Businessweek, Forbes or Fortune. The
investment characteristics of the Trust differ from other comparative
investments. You should not assume that these performance comparisons will
be representative of the Trust's future performance. We may also, from
time to time, use advertising which classifies trusts or portfolio
securities according to capitalization and/or investment style.
The Sponsor's Profits
We will receive a gross sales commission equal to the maximum
transactional sales charge per Unit for the Trust less any reduction as
stated in "Public Offering." We will also receive the amount of any
collected creation and development fee. Also, any difference between our
cost to purchase the Securities and the price at which we sell them to the
Trust is considered a profit or loss (see Note 2 of "Notes to Schedule of
Investments"). During the initial offering period, dealers and others may
also realize profits or sustain losses as a result of fluctuations in the
Public Offering Price they receive when they sell the Units.
In maintaining a market for the Units, any difference between the price at
which we purchase Units and the price at which we sell or redeem them will
be a profit or loss to us.
The Secondary Market
Although not obligated, we may maintain a market for the Units after the
initial offering period and continuously offer to purchase Units at prices
based on the Redemption Price per Unit.
We will pay all expenses to maintain a secondary market, except the
Evaluator fees and Trustee costs to transfer and record the ownership of
Units. We may discontinue purchases of Units at any time. IF YOU WISH TO
DISPOSE OF YOUR UNITS, YOU SHOULD ASK US FOR THE CURRENT MARKET PRICES
BEFORE MAKING A TENDER FOR REDEMPTION TO THE TRUSTEE (or the FTPS Unit
Servicing Agent in the case of FTPS Units). If you sell or redeem your
Units before you have paid the total deferred sales charge on your Units,
you will have to pay the remainder at that time.
How We Purchase Units
The Trustee will notify us of any tender of Units for redemption. If our
bid at that time is equal to or greater than the Redemption Price per
Unit, we may purchase the Units. You will receive your proceeds from the
sale no later than if they were redeemed by the Trustee. We may tender
Units we hold to the Trustee for redemption as any other Units. If we
elect not to purchase Units, the Trustee may sell tendered Units in the
over-the-counter market, if any. However, the amount you will receive is
the same as you would have received on redemption of the Units.
Expenses and Charges
The estimated annual expenses of the Trust are listed under "Fee Table."
If actual expenses of the Trust exceed the estimate, the Trust will bear
the excess. The Trustee will pay operating expenses of the Trust from the
Income Account of the Trust if funds are available, and then from the
Capital Account. The Income and Capital Accounts are non-interest-bearing
to Unit holders, so the Trustee may earn interest on these funds, thus
benefiting from their use.
First Trust Advisors L.P., an affiliate of ours, acts as both Portfolio
Supervisor and Evaluator to the Trust, and will be compensated for
providing portfolio supervisory services and evaluation services as well
Page 18
as bookkeeping and other administrative services to the Trust. In
providing portfolio supervisory services, the Portfolio Supervisor may
purchase research services from a number of sources, which may include
underwriters or dealers of the Trust. As Sponsor, we will receive
brokerage fees when the Trust uses us (or an affiliate of ours) as agent
in buying or selling Securities. As authorized by the Indenture, the
Trustee may employ a subsidiary or affiliate of the Trustee to act as
broker to execute certain transactions for the Trust. The Trust will pay
for such services at standard commission rates.
The fees payable to First Trust Advisors L.P. and the Trustee are based on
the largest aggregate number of Units of the Trust outstanding at any time
during the calendar year, except during the initial offering period, in
which case these fees are calculated based on the largest number of Units
outstanding during the period for which compensation is paid. These fees
may be adjusted for inflation without Unit holders' approval, but in no
case will the annual fee paid to us or our affiliates for providing a
given service to all unit investment trusts for which we provide such
services be more than the actual cost of providing such services in such
year.
As Sponsor, we will receive a fee from the 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 "creation and development fee" is a charge of
$.050 per Unit outstanding at the end of the initial offering period. The
Trustee will deduct this amount from the Trust's assets as of the close of
the initial offering period. We do not use this fee to pay distribution
expenses or as compensation for sales efforts. This fee will not be
deducted from your proceeds if you sell or redeem your Units before the
end of the initial offering period.
In addition to the Trust's operating expenses and those fees described
above, the Trust may also incur the following charges:
- All legal expenses of the Trustee according to its responsibilities
under the Indenture;
- The expenses and costs incurred by the Trustee to protect the Trust and
your rights and interests;
- Fees for any extraordinary services the Trustee performed under the
Indenture;
- Payment for any loss, liability or expense the Trustee incurred without
negligence, bad faith or willful misconduct on its part, in connection
with its acceptance or administration of the Trust;
- Payment for any loss, liability or expenses we incurred without
negligence, bad faith or willful misconduct in acting as Sponsor of the
Trust;
- Foreign custodial and transaction fees (which may include compensation
paid to the Trustee or its subsidiaries or affiliates) if any; and/or
- All taxes and other government charges imposed upon the Securities or
any part of the Trust.
The above expenses and the Trustee's annual fee are secured by a lien on
the Trust. In addition, if there is not enough cash in the Income or
Capital Account, the Trustee has the power to sell Securities to make cash
available to pay these charges which may result in capital gains or losses
to you. See "Tax Status."
Tax Status
Federal Tax Matters.
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, except as specifically
provided below, 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 may not
describe your state, local or foreign tax consequences.
This federal income tax summary is based in part on the advice and opinion
of counsel to the Sponsor. The Internal Revenue Service ("IRS") 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 is considered a grantor trust under federal tax laws. In grantor
trusts, investors are deemed for federal tax purposes, to own the
underlying assets of the trust directly. All taxability issues are taken
into account at the Unit holder level. Income passes through to Unit
holders as realized by the Trust.
Income is reported gross of expenses. Expenses are separately reported
Page 19
based on a percentage of distributions. Generally, the cash received by
Unit holders is the net of income and expenses reported.
The grantor trust structure is a widely held fixed investment trust
("WHFIT"), and falls under what is commonly referred to as the WHFIT
regulations.
If the Trust is at all times operated in accordance with the documents
establishing the Trust and certain requirements of federal income tax law
are met, the Trust will not be taxed as a corporation for federal income
tax purposes. As a Unit owner, you will be treated as the owner of a pro
rata portion of each of the Trust Assets, and as such you will be
considered to have received a pro rata share of income (e.g., dividends
and capital gains, if any) from each Trust Asset when such income would be
considered to be received by you if you directly owned the Trust Assets.
As a result, you may be required to recognize for federal income tax
purposes income with respect to the Trust Assets in one year even if you
do not receive the corresponding distribution from the Trust, or do not
receive the corresponding distribution from the Trust until a later year.
This is also true even if you elect to have your distributions reinvested
into additional Units. In addition, the income from Trust Assets that you
must take into account for federal income tax purposes is not reduced by
amounts used to pay sales charges or Trust expenses.
Under the "Health Care and Education Reconciliation Act of 2010," income
from the Trust may also be subject to a 3.8% "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.
Assets of the Trust.
The Trust is expected to hold shares of stock in corporations (the
"Stocks") that are treated as equity for federal income tax purposes.
It is possible that the Trust will also hold other assets, including
assets that are treated differently for federal income tax purposes from
those described above, in which case you will have federal income tax
consequences different from or in addition to those described in this
section. All of the assets held by the Trust constitute the "Trust
Assets." Neither our counsel nor we have analyzed the proper federal
income tax treatment of the Trust's Assets and thus neither our counsel
nor we have reached a conclusion regarding the federal income tax
treatment of the Trust's Assets.
Income from the Trust.
Under the applicable federal income tax reporting rules relating to
grantor trusts such as the Trust, the Trustee reports the income of the
Trust to brokers and dealers (or if the Units are held directly by the
investor, the investor) using factors that enable the broker or dealers to
determine taxability. A Form 1099 is then generally issued reflecting the
income as determined using the factors.
Because the time income is recognized by the Trust may differ from the
time a distribution is made to you, you may be required to recognize for
federal income tax purposes income with respect to the Trust Assets in one
year even if you do not receive the corresponding distribution from the
Trust, or do not receive the corresponding distribution from the Trust
until a later year.
Dividends from Stocks.
Ordinary income dividends received by an individual Unit holder from a
grantor trust such as the Trust are generally taxed at the same rates that
apply to net capital gain, as discussed below, provided certain holding
period requirements are satisfied and provided the dividends are
attributable to qualifying dividends received by the Trust itself.
Dividends that do not meet these requirements will generally be taxed at
ordinary income rates. The Trust will provide notice to its Unit holders
of the amount of any distribution which may be taken into account as a
dividend which is eligible for the capital gains tax rates.
Dividends Received Deduction.
Generally, a domestic corporation owning Units in the Trust may be
eligible for the dividends received deduction with respect to such Unit
owner's pro rata portion of certain types of dividends received by the
Trust. However, a corporation that owns Units generally will not be
entitled to the dividends received deduction with respect to dividends
from most foreign corporations.
Your Tax Basis and Income or Loss upon Disposition.
If the Trust disposes of Trust Assets, you will generally recognize gain
or loss. If you dispose of your Units or redeem your Units for cash, you
will also generally recognize gain or loss. To determine the amount of
this gain or loss, you must subtract your tax basis in the related Trust
Assets from your share of the total amount received in the transaction.
You can generally determine your initial tax basis in each Trust Asset by
apportioning the cost of your Units, including sales charges, among the
Trust Assets ratably according to their values on the date you acquire
your Units. In certain circumstances, however, you may have to use
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information, provided by the Trustee to adjust your tax basis after you
acquire your Units (for example, in the case of certain corporate events
affecting an issuer, such as stock splits or mergers, or in the case of
certain dividends that exceed a corporation's accumulated earnings and
profits). Trusts that are grantor trusts provide basis information in the
form of factors provided under the WHFIT regulations. Cost basis reporting
will treat each security included in the portfolio of the Trust as a
separate item.
If you reinvest the proceeds of a disposition of your Units or a
disposition of assets by the Trust, all or a portion of any loss you may
recognize on the disposition may be disallowed if your reinvestment is in
stocks held directly or indirectly through the Trust.
If you are an individual, the maximum marginal federal tax rate for net
capital gain is generally 20% (0% for certain taxpayers in the 10% or 15%
tax brackets). An additional 3.8% "Medicare tax" may also apply to gain
from the sale or redemption of Units of the Trust, subject to the income
thresholds as described above.
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. 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,
however, treats certain capital gains as ordinary income in special
situations.
Rollovers.
If you elect to be a Rollover Unit holder and have your proceeds from the
Trust rolled over into a future series of the Trust, it is considered a
sale for federal income tax purposes and any gain on the sale will be
treated as a capital gain, and any loss will be treated as a capital loss.
However, to the extent the Trust Assets include stocks or securities, any
loss you incur in connection with the exchange of your Units of the Trust
for units of the next series will generally be disallowed with respect to
this deemed sale and subsequent deemed repurchase, if the two trusts have
substantially identical Trust Assets under the wash sale provisions of the
Internal Revenue Code.
Limitations on the Deductibility of Trust Expenses.
Generally, for federal income tax purposes, you must take into account
your full pro rata share of your Trust's income, even if some of that
income is used to pay Trust expenses. You may deduct your pro rata share
of each expense paid by your Trust to the same extent as if you directly
paid the expense. You may be required to treat some or all of the expenses
of your Trust as miscellaneous itemized deductions. Individuals may only
deduct certain miscellaneous itemized deductions to the extent they exceed
2% of adjusted gross income. Some individuals may also be subject to the
phase-out of itemized deductions depending upon their income.
Foreign, State and Local Taxes.
Some distributions by the Trust may be subject to foreign withholding
taxes. Any income withheld will still be treated as income to you. Under
the grantor trust rules, you are considered to have paid directly your
share of any foreign taxes that are paid. Therefore, for U.S. tax
purposes, you may be entitled to a foreign tax credit or deduction for
those foreign taxes.
Distributions may be subject to a U.S. withholding tax of 30% in the case
of distributions to or dispositions by (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 entity's U.S. owners.
Dispositions of Units by such persons may be subject to such withholding
after December 31, 2016. You should also consult your tax advisor with
respect to other U.S. tax withholding and reporting requirements.
If any U.S. investor is treated as owning directly or indirectly 10% or
more of the combined voting power of the stock of a foreign corporation,
and all U.S. shareholders of that corporation collectively own more than
50% of the vote or value of the stock of that corporation, the foreign
corporation may be treated as a controlled foreign corporation (a "CFC").
If you own 10% or more of a CFC (through the Trust and in combination with
your other investments), or possibly if the Trust owns 10% or more of a
CFC, you will be required to include certain types of the CFC's income in
your taxable income for federal income tax purposes whether or not such
income is distributed to the Trust or to you.
A foreign corporation will generally be treated as a passive foreign
investment company (a "PFIC") if 75% or more of its income is passive
income or if 50% or more of its assets are held to produce passive income.
If the Trust purchases shares in a PFIC, you may be subject to U.S.
federal income tax on a portion of certain distributions or on gains from
the disposition of such shares at rates that were applicable in prior
Page 21
years and any gain may be recharacterized as ordinary income that is not
eligible for the lower net capital gains tax rate. Additional charges in
the nature of interest may also be imposed on you. Certain elections may
be available with respect to PFICs that would limit these consequences.
However, these elections would require you to include certain income of
the PFIC in your taxable income even if not distributed to the Trust or to
you, or require you to annually recognize as ordinary income any increase
in the value of the shares of the PFIC, thus requiring you to recognize
income for federal income tax purposes in excess of your actual
distributions from PFICs and proceeds from dispositions of PFIC stock
during a particular year. Dividends paid by PFICs will not be eligible to
be taxed at the net capital gains tax rate.
Based on the advice of Carter Ledyard & Milburn, LLP, special counsel to
the Trust for New York tax matters, under the existing income tax laws of
the State and City of New York, assuming that the Trust is not treated as
a corporation for federal income tax purposes, the Trust will not be taxed
as a corporation for New York State and New York City tax purposes, and
the income of the Trust will be treated as the income of the Unit holders
in the same manner as for federal income tax purposes. You should consult
your tax advisor regarding potential foreign, state or local taxation with
respect to your Units.
Foreign Investors.
Distributions by the Trust that are treated as U.S. source income (e.g.,
dividends received on Stocks of domestic corporations) will generally be
subject to U.S. income taxation and withholding in the case of Units held
by nonresident alien individuals, foreign corporations or other non U.S.
persons, subject to any applicable treaty. 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 may not be subject to U.S.
federal income taxes, including withholding taxes, on some or all of the
income from the Trust or on any gain from the sale or redemption of your
Units, provided that certain conditions are met. You should consult your
tax advisor with respect to the conditions you must meet in order to be
exempt for U.S. tax purposes. You should also consult your tax advisor
with respect to other U.S. tax withholding and reporting requirements.
After December 31, 2016, proceeds from the disposition of Units and the
allocation of proceeds from the sale of Securities may also be subject to
withholding unless certain conditions are met.
Retirement Plans
You may purchase Units of the Trust for:
- Individual Retirement Accounts;
- Keogh Plans;
- Pension funds; and
- Other tax-deferred retirement plans.
Generally, the federal income tax on capital gains and income received in
each of the above plans is deferred until you receive distributions. These
distributions are generally treated as ordinary income but may, in some
cases, be eligible for special averaging or tax-deferred rollover
treatment. Before participating in a plan like this, you should review the
tax laws regarding these plans and consult your attorney or tax advisor.
Brokerage firms and other financial institutions offer these plans with
varying fees and charges.
Rights of Unit Holders
Unit Ownership.
Ownership of Units will not be evidenced by certificates. If you purchase
or hold Units through a broker/dealer or bank, your ownership of Units
will be recorded in book-entry form at the Depository Trust Company
("DTC") and credited on its records to your broker/dealer's or bank's DTC
account. Transfer of Units will be accomplished by book entries made by
DTC and its participants if the Units are registered to DTC or its
nominee, Cede & Co. DTC will forward all notices and credit all payments
received in respect of the Units held by the DTC participants. You will
receive written confirmation of your purchases and sales of Units from the
broker/dealer or bank through which you made the transaction. You may
transfer your Units by contacting the broker/dealer or bank through which
you hold your Units.
Unit Holder Reports.
The Trustee will prepare a statement detailing the per Unit amounts (if
any) distributed from the Income Account and Capital Account in connection
with each distribution. In addition, at the end of each calendar year, the
Trustee will prepare a statement which contains the following information:
- A summary of transactions in the Trust for the year;
- A list of any Securities sold during the year and the Securities held at
the end of that year by the Trust;
- The Redemption Price per Unit, computed on the 31st day of December of
such year (or the last business day before); and
Page 22
- Amounts of income and capital distributed during the year.
It is the responsibility of the entity through which you hold your Units
to distribute these statements to you. In addition, you may also request
from the Trustee copies of the evaluations of the Securities as prepared
by the Evaluator to enable you to comply with applicable federal and state
tax reporting requirements.
Income and Capital Distributions
You will begin receiving distributions on the Units only after you become
a Record Owner. The Trustee will credit dividends received on the Trust's
Securities to the Income Account of the Trust. All other receipts, such as
return of capital or capital gain dividends, are credited to the Capital
Account of the Trust. Dividends received on foreign Securities, if any,
are converted into U.S. dollars at the applicable exchange rate.
The Trustee will distribute money from the Income and Capital Accounts on
the twenty-fifth day of each month to Unit holders of record on the tenth
day of such month. However, the Trustee will not distribute money if the
aggregate amount in the Income and Capital Accounts, exclusive of sale
proceeds, equals less than 0.1% of the net asset value of the Trust.
Undistributed money in the Income and Capital Accounts will be distributed
in the next month in which the aggregate amount available for
distribution, exclusive of sale proceeds, exceeds 0.1% of the net asset
value of the Trust. The Trustee will distribute sale proceeds in the
Capital Account, net of amounts designated to meet redemptions, pay the
deferred sales charge and creation and development fee, and pay expenses,
on the twenty-fifth day of each month to Unit holders of record on the
tenth day of such month provided the amount equals at least $1.00 per 100
Units.
Upon termination of the Trust for remaining Unit holders, amounts in the
Income and Capital Accounts will be distributed to Unit holders. See
"Summary of Essential Information." No income distribution will be paid if
accrued expenses of the Trust exceed amounts in the Income Account on the
Distribution Dates. Distribution amounts will vary with changes in the
Trust's fees and expenses, in dividends received and with the sale of
Securities.
If the Trustee does not have your TIN, it is required to withhold a
certain percentage of your distribution and deliver such amount to the
IRS. You may recover this amount by giving your TIN to the Trustee, or
when you file a tax return. However, you should check your statements to
make sure the Trustee has your TIN to avoid this "back-up withholding."
We anticipate that there will be enough money in the Capital Account of
the Trust to pay the deferred sales charge. If not, the Trustee may sell
Securities to meet the shortfall.
Within a reasonable time after the Trust is terminated, unless you are a
Rollover Unit holder, you will receive the pro rata share of the money
from the sale of the Securities. All Unit holders will receive a pro rata
share of any other assets remaining in the Trust, after deducting any
unpaid expenses.
The Trustee may establish reserves (the "Reserve Account") within the
Trust to cover anticipated state and local taxes or any governmental
charges to be paid out of the Trust.
Distribution Reinvestment Option. You may elect to have each distribution
of income and/or capital reinvested into additional Units of the Trust by
notifying your broker/dealer or bank within the time period required by
such entities so that they can notify the Trustee of your election at
least 10 days before any Record Date. Each later distribution of income
and/or capital on your Units will be reinvested by the Trustee into
additional Units of the Trust. There is no sales charge on Units acquired
through the Distribution Reinvestment Option, as discussed under "Public
Offering." This option may not be available in all states. Each
reinvestment plan is subject to availability or limitation by the Sponsor
and each broker/dealer or selling firm. The Sponsor or broker/dealers may
suspend or terminate the offering of a reinvestment plan at any time.
Because the Trust may begin selling Securities nine business days prior to
the Mandatory Termination Date, reinvestment is not available during this
period. Please contact your financial professional for additional
information. PLEASE NOTE THAT EVEN IF YOU REINVEST DISTRIBUTIONS, THEY
ARE STILL CONSIDERED DISTRIBUTIONS FOR INCOME TAX PURPOSES.
Redeeming Your Units
You may redeem all or a portion of your Units at any time by sending a
request for redemption to your broker/dealer or bank through which you
hold your Units. No redemption fee will be charged, but you are
responsible for any governmental charges that apply. Certain
broker/dealers may charge a transaction fee for processing redemption
requests. Three business days after the day you tender your Units (the
"Date of Tender") you will receive cash in an amount for each Unit equal
Page 23
to the Redemption Price per Unit calculated at the Evaluation Time on the
Date of Tender.
The Date of Tender is considered to be the date on which your redemption
request is received by the Trustee from the broker/dealer or bank through
which you hold your Units (if such day is a day the NYSE is open for
trading). However, if the redemption request is received after 4:00 p.m.
Eastern time (or after any earlier closing time on a day on which the NYSE
is scheduled in advance to close at such earlier time), the Date of Tender
is the next day the NYSE is open for trading.
Any amounts paid on redemption representing income will be withdrawn from
the Income Account of the Trust if funds are available for that purpose,
or from the Capital Account. All other amounts paid on redemption will be
taken from the Capital Account of the Trust. The IRS will require the
Trustee to withhold a portion of your redemption proceeds if the Trustee
does not have your TIN as generally discussed under "Income and Capital
Distributions."
The Trustee may sell Securities to make funds available for redemption. If
Securities are sold, the size and diversification of the Trust will be
reduced. These sales may result in lower prices than if the Securities
were sold at a different time.
Your right to redeem Units (and therefore, your right to receive payment)
may be delayed:
- If the NYSE is closed (other than customary weekend and holiday closings);
- If the SEC determines that trading on the NYSE is restricted or that an
emergency exists making sale or evaluation of the Securities not
reasonably practical; or
- For any other period permitted by SEC order.
The Trustee is not liable to any person for any loss or damage which may
result from such a suspension or postponement.
The Redemption Price.
The Redemption Price per Unit is determined by the Trustee by:
adding
1. cash in the Income and Capital Accounts of the Trust not designated to
purchase Securities;
2. the aggregate underlying value of the Securities held in the Trust; and
3. dividends receivable on the Securities trading ex-dividend as of the
date of computation; and
deducting
1. any applicable taxes or governmental charges that need to be paid out
of the Trust;
2. any amounts owed to the Trustee for its advances;
3. estimated accrued expenses of the Trust, if any;
4. cash held for distribution to Unit holders of record of the Trust as of
the business day before the evaluation being made;
5. liquidation costs for foreign Securities, if any; and
6. other liabilities incurred by the Trust; and
dividing
1. the result by the number of outstanding Units of the Trust.
Any remaining deferred sales charge on the Units when you redeem them will
be deducted from your redemption proceeds. In addition, until they are
collected, the Redemption Price per Unit will include estimated
organization costs as set forth under "Fee Table."
Investing in a New Trust
The Trust's portfolio has been selected on the basis of capital
appreciation potential for a limited time period. When the Trust is about
to terminate, you may have the option to roll your proceeds into the next
series of the Trust (the "New Trust") if one is available. We intend to
create the New Trust in conjunction with the termination of the Trust and
plan to apply the same strategy we used to select the portfolio for the
Trust to the New Trust.
If you wish to have the proceeds from your Units rolled into the New Trust
you must notify the broker/dealer where your Units are held of your
election prior to that firm's cut-off date. If you make this election you
will be considered a "Rollover Unit holder."
Once all of the Securities are sold in connection with the termination of
the Trust, as described in "Amending or Terminating the Indenture," your
proceeds, less any brokerage fees, governmental charges or other expenses
involved in the sales, will be used to buy units of a New Trust or trust
with a similar investment strategy that you have selected, provided such
trusts are registered and being offered. Accordingly, proceeds may be
uninvested for up to several days. Units purchased with rollover proceeds
will generally be purchased subject to the maximum remaining deferred
sales charge and creation and development fee on such units (currently
expected to be $.195 per unit), but not the initial sales charge. Units
purchased using proceeds from Fee Account Units will generally not be
subject to any transactional sales charge.
We intend to create New Trust units as quickly as possible, depending on
the availability of the securities contained in a New Trust's portfolio.
Rollover Unit holders will be given first priority to purchase New Trust
units. We cannot, however, assure the exact timing of the creation of New
Trust units or the total number of New Trust units we will create. Any
Page 24
proceeds not invested on behalf of Rollover Unit holders in New Trust
units will be distributed within a reasonable time after such occurrence.
Although we believe that enough New Trust units can be created, monies in
a New Trust may not be fully invested on the next business day.
Please note that there are certain tax consequences associated with
becoming a Rollover Unit holder. See "Tax Status." We may modify, amend or
terminate this rollover option upon 60 days notice.
Removing Securities from the Trust
The portfolio of the Trust is not managed. However, we may, but are not
required to, direct the Trustee to dispose of a Security in certain
limited circumstances, including situations in which:
- The issuer of the Security defaults in the payment of a declared dividend;
- Any action or proceeding prevents the payment of dividends;
- There is any legal question or impediment affecting the Security;
- The issuer of the Security has breached a covenant which would affect
the payment of dividends, the issuer's credit standing, or otherwise
damage the sound investment character of the Security;
- The issuer has defaulted on the payment of any other of its outstanding
obligations;
- There has been a public tender offer made for a Security or a merger or
acquisition is announced affecting a Security, and that in our opinion the
sale or tender of the Security is in the best interest of Unit holders;
- The sale of Securities is necessary or advisable (i) in order to
maintain the qualification of the Trust as a "regulated investment
company" in the case of the Trust which has elected to qualify as such or
(ii) to provide funds to make any distribution for a taxable year in order
to avoid imposition of any income or excise taxes on undistributed income
in the Trust which is a "regulated investment company";
- The price of the Security has declined to such an extent, or such other
credit factors exist, that in our opinion keeping the Security would be
harmful to the Trust;
- As a result of the ownership of the Security, the Trust or its Unit
holders would be a direct or indirect shareholder of a passive foreign
investment company; or
- The sale of the Security 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.
Except in the limited instance in which the Trust acquires Replacement
Securities, as described in "The FT Series," the Trust may not acquire any
securities or other property other than the Securities. The Trustee, on
behalf of the Trust, will reject any offer for new or exchanged securities
or property in exchange for a Security, such as those acquired in a merger
or other transaction. If such exchanged securities or property are
nevertheless acquired by the Trust, at our instruction, they will either
be sold or held in the Trust. In making the determination as to whether to
sell or hold the exchanged securities or property we may get advice from
the Portfolio Supervisor. Any proceeds received from the sale of
Securities, exchanged securities or property will be credited to the
Capital Account for distribution to Unit holders or to meet redemption
requests. The Trustee may retain and pay us or an affiliate of ours to act
as agent for the Trust to facilitate selling Securities, exchanged
securities or property from the Trust. If we or our affiliate act in this
capacity, we will be held subject to the restrictions under the 1940 Act.
As authorized by the Indenture, the Trustee may also employ a subsidiary
or affiliate of the Trustee to act as broker in selling such Securities or
property. The Trust will pay for these brokerage services at standard
commission rates.
The Trustee may sell Securities designated by us, or, absent our
direction, at its own discretion, in order to meet redemption requests or
pay expenses. In designating Securities to be sold, we will try to
maintain the proportionate relationship among the Securities. If this is
not possible, the composition and diversification of the Trust may be
changed.
Amending or Terminating the Indenture
Amendments. The Indenture may be amended by us and the Trustee without
your consent:
- To cure ambiguities;
- To correct or supplement any defective or inconsistent provision;
- To make any amendment required by any governmental agency; or
- To make other changes determined not to be adverse to your best
interests (as determined by us and the Trustee).
Termination. As provided by the Indenture, the Trust will terminate on the
Mandatory Termination Date as stated in the "Summary of Essential
Information." The Trust may be terminated earlier:
- Upon the consent of 100% of the Unit holders of the Trust;
Page 25
- If the value of the Securities owned by the Trust as shown by any
evaluation is less than the lower of $2,000,000 or 20% of the total value
of Securities deposited in the Trust during the initial offering period
("Discretionary Liquidation Amount"); or
- In the event that Units of the Trust not yet sold aggregating more than
60% of the Units of the Trust are tendered for redemption by underwriters,
including the Sponsor.
If the Trust is terminated due to this last reason, we will refund your
entire sales charge; however, termination of the Trust before the
Mandatory Termination Date for any other stated reason will result in all
remaining unpaid deferred sales charges on your Units being deducted from
your termination proceeds. For various reasons, the Trust may be reduced
below the Discretionary Liquidation Amount and could therefore be
terminated before the Mandatory Termination Date.
Unless terminated earlier, the Trustee will begin to sell Securities in
connection with the termination of the Trust during the period beginning
nine business days prior to, and no later than, the Mandatory Termination
Date. We will determine the manner and timing of the sale of Securities.
Because the Trustee must sell the Securities within a relatively short
period of time, the sale of Securities as part of the termination process
may result in a lower sales price than might otherwise be realized if such
sale were not required at this time.
If you do not elect to participate in the Rollover Option, you will
receive a cash distribution from the sale of the remaining Securities,
along with your interest in the Income and Capital Accounts, within a
reasonable time after the Trust is terminated. The Trustee will deduct
from the Trust any accrued costs, expenses, advances or indemnities
provided for by the Indenture, including estimated compensation of the
Trustee and costs of liquidation and any amounts required as a reserve to
pay any taxes or other governmental charges.
Information on the Sponsor, Trustee and Evaluator
The Sponsor.
We, First Trust Portfolios L.P., specialize in the underwriting, trading
and wholesale distribution of unit investment trusts under the "First
Trust" brand name and other securities. An Illinois limited partnership
formed in 1991, we took over the First Trust product line and act as
Sponsor for successive series of:
- The First Trust Combined Series
- FT Series (formerly known as The First Trust Special Situations Trust)
- The First Trust Insured Corporate Trust
- The First Trust of Insured Municipal Bonds
- The First Trust GNMA
The First Trust product line commenced with the first insured unit
investment trust in 1974. To date we have deposited more than $280 billion
in First Trust unit investment trusts. Our employees include a team of
professionals with many years of experience in the unit investment trust
industry.
We are a member of FINRA and SIPC. Our principal offices are at 120 East
Liberty Drive, Wheaton, Illinois 60187; telephone number 800-621-1675. As
of December 31, 2014, the total consolidated partners' capital of First
Trust Portfolios L.P. and subsidiaries was $54,052,619 (audited).
This information refers only to us and not to the Trust or to any series
of the Trust or to any other dealer. We are including this information
only to inform you of our financial responsibility and our ability to
carry out our contractual obligations. We will provide more detailed
financial information on request.
Code of Ethics. The Sponsor and the Trust have adopted a code of ethics
requiring the Sponsor's 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 the Trust.
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 unit
investment trust division offices at 101 Barclay Street, New York, New
York 10286, telephone 800-813-3074. If you have questions regarding your
account or your Trust, please contact the Trustee at its unit investment
trust division offices or your financial adviser. The Sponsor does not
have access to individual account information. The Bank of New York Mellon
is subject to supervision and examination by the Superintendent of the New
York State Department of Financial Services and the Board of Governors of
the Federal Reserve System, and its deposits are insured by the Federal
Deposit Insurance Corporation to the extent permitted by law.
The Trustee has not participated in selecting the Securities; it only
provides administrative services.
Limitations of Liabilities of Sponsor and Trustee.
Neither we nor the Trustee will be liable for taking any action or for not
taking any action in good faith according to the Indenture. We will also
not be accountable for errors in judgment. We will only be liable for our
own willful misfeasance, bad faith, gross negligence (ordinary negligence
Page 26
in the Trustee's case) or reckless disregard of our obligations and
duties. The Trustee is not liable for any loss or depreciation when the
Securities are sold. If we fail to act under the Indenture, the Trustee
may do so, and the Trustee will not be liable for any action it takes in
good faith under the Indenture.
The Trustee will not be liable for any taxes or other governmental charges
or interest on the Securities which the Trustee may be required to pay
under any present or future law of the United States or of any other
taxing authority with jurisdiction. Also, the Indenture states other
provisions regarding the liability of the Trustee.
If we do not perform any of our duties under the Indenture or are not able
to act or become bankrupt, or if our affairs are taken over by public
authorities, then the Trustee may:
- Appoint a successor sponsor, paying them a reasonable rate not more than
that stated by the SEC;
- Terminate the Indenture and liquidate the Trust; or
- Continue to act as Trustee without terminating the Indenture.
The Evaluator.
The Evaluator is First Trust Advisors L.P., an Illinois limited
partnership formed in 1991 and an affiliate of the Sponsor. The
Evaluator's address is 120 East Liberty Drive, Wheaton, Illinois 60187.
The Trustee, Sponsor and Unit holders may rely on the accuracy of any
evaluation prepared by the Evaluator. The Evaluator will make
determinations in good faith based upon the best available information,
but will not be liable to the Trustee, Sponsor or Unit holders for errors
in judgment.
Other Information
Legal Opinions.
Our counsel is Chapman and Cutler LLP, 111 W. Monroe St., Chicago,
Illinois 60603. They have passed upon the legality of the Units offered
hereby and certain matters relating to federal tax law. Carter Ledyard &
Milburn LLP acts as the Trustee's counsel, as well as special New York tax
counsel for the Trust identified as a Grantor Trust.
Experts.
The Trust's statement of net assets, including the schedule of
investments, as of the opening of business on the Initial Date of Deposit
included in this prospectus, have been audited by Deloitte & Touche LLP,
an independent registered public accounting firm, as stated in their
report appearing herein, and are included in reliance upon the report of
such firm given upon their authority as experts in accounting and auditing.
Supplemental Information.
If you write or call the Sponsor, you will receive free of charge
supplemental information about this Series, which has been filed with the
SEC and to which we have referred throughout. This information states more
specific details concerning the nature, structure and risks of this product.
Disclaimers.
The Trust is not sponsored or endorsed by Bank of America Merrill Lynch
("Merrill Lynch") and Merrill Lynch makes no representation or warranty,
express or implied, to the Unit holders of the Trust or any member of the
public regarding the advisability of investing in Units of the Trust.
Merrill Lynch's only relationship to the Sponsor or the Trust is the
distribution of the Trust and licensing of certain trademarks and a list
of stocks which the Sponsor has chosen to include in the Trust. The list
of stocks was identified by Merrill Lynch without regard to the Trust or
its Unit holders. Merrill Lynch has no obligation to take the needs of the
Trust or its Unit holders into consideration in determining the list of
stocks which the Sponsor has chosen to include in the Trust. Merrill Lynch
is not responsible for and has not participated in any determination or
calculation made with respect to issuance or redemption of Units of the
Trust. The securities included in the BofA Merrill Lynch Cybersecurity
Portfolio are selected without regard to the Sponsor, the Trust or any of
its Unit holders. Merrill Lynch is not responsible for and has not
participated in the determination of the prices and amount of Units of the
Trust or the timing of the issuance or sale of Units or in the
determination of any financial calculations relating thereto. Merrill
Lynch has no obligation or liability in connection with the administration
of the Trust.
Merrill Lynch shall have no liability whatsoever for any investment
decision made by the Sponsor or the Trust or any other person in
connection with the Trust or the use of the list of stocks which the
Sponsor has chosen to include in the Trust. Merrill Lynch makes no
warranty, express or implied, as to results, including any losses, to be
obtained by the Sponsor, the Trust or its Unit holders, or any other
person or entity, from the use of the list of stocks which the Sponsor has
chosen to include in the Trust. Merrill Lynch makes no express or implied
warranties, and expressly disclaims all warranties of merchantability or
fitness for a particular purpose or use with respect to the list of stocks
which the Sponsor has chosen to include in the Trust, the Trust or the
Units. Without limiting any of the foregoing, in no event shall Merrill
Lynch have any liability for any special, punitive, indirect, or
consequential damages (including lost profits) resulting from the use of
the list of stocks which the Sponsor has chosen to include in the Trust,
the Trust or the Units, even if notified of the possibility of such damages.
Page 27
First Trust(R)
BofA Merrill Lynch Cybersecurity Portfolio, Series 2
FT 5299
Sponsor:
First Trust Portfolios L.P.
Member SIPC o Member FINRA
120 East Liberty Drive
Wheaton, Illinois 60187
800-621-1675
Trustee:
The Bank of New York Mellon
101 Barclay Street
New York, New York 10286
800-813-3074
24-Hour Pricing Line:
800-446-0132
Please refer to the "Summary of Essential
Information" for the Trust's Product Code.
________________________
When Units of the Trust are no longer available, this prospectus may be
used as a preliminary prospectus for a future series, in which case you
should note the following:
THE INFORMATION IN THE PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL, OR ACCEPT OFFERS TO BUY, SECURITIES OF A FUTURE SERIES UNTIL
THAT SERIES HAS BECOME EFFECTIVE WITH THE SECURITIES AND EXCHANGE
COMMISSION. NO SECURITIES CAN BE SOLD IN ANY STATE WHERE A SALE WOULD BE
ILLEGAL.
________________________
This prospectus contains information relating to the above-mentioned unit
investment trust, but does not contain all of the information about this
investment company as filed with the SEC in Washington, D.C. under the:
- Securities Act of 1933 (file no. 333-201877) and
- Investment Company Act of 1940 (file no. 811-05903)
Information about the Trust, including its Code of Ethics, can be reviewed
and copied at the SEC's Public Reference Room in Washington D.C.
Information regarding the operation of the SEC's Public Reference Room may
be obtained by calling the SEC at 202-942-8090.
Information about the Trust is available on the EDGAR Database on the
SEC's Internet site at
http://www.sec.gov.
To obtain copies at prescribed rates -
Write: Public Reference Section of the SEC
100 F Street, N.E.
Washington, D.C. 20549
e-mail address: publicinfo@sec.gov
March 4, 2015
PLEASE RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE
Page 28
First Trust(R)
The FT Series
Information Supplement
This Information Supplement provides additional information concerning the
structure, operations and risks of the unit investment trust contained in
FT 5299 not found in the prospectus for the Trust. This Information
Supplement is not a prospectus and does not include all of the information
you should consider before investing in the Trust. This Information
Supplement should be read in conjunction with the prospectus for the Trust
in which you are considering investing.
This Information Supplement is dated March 4, 2015. Capitalized terms have
been defined in the prospectus.
Table of Contents
Risk Factors
Securities 1
Dividends 1
Foreign Issuers 1
Emerging Markets 2
Exchange Rates 3
Small and/or Mid Capitalization Companies 4
Concentration
Information Technology 4
Risk Factors
Securities. An investment in Units should be made with an understanding of
the risks which an investment in common stocks entails, including the risk
that the financial condition of the issuers of the Securities or the
general condition of the relevant stock market may worsen, and the value
of the Securities and therefore the value of the Units may decline. Common
stocks are especially susceptible to general stock market movements and to
volatile increases and decreases of value, as market confidence in and
perceptions of the issuers change. These perceptions are based on
unpredictable factors, including expectations regarding government,
economic, monetary and fiscal policies, inflation and interest rates,
economic expansion or contraction, and global or regional political,
economic or banking crises. Both U.S. and foreign markets have experienced
substantial volatility and significant declines recently as a result of
certain or all of these factors.
Dividends. Shareholders of common stocks have rights to receive payments
from the issuers of those common stocks that are generally subordinate to
those of creditors of, or holders of debt obligations or preferred stocks
of, such issuers. Shareholders of common stocks of the type held by the
Trust have a right to receive dividends only when and if, and in the
amounts, declared by the issuer's board of directors and have a right to
participate in amounts available for distribution by the issuer only after
all other claims on the issuer have been paid or provided for. Common
stocks do not represent an obligation of the issuer and, therefore, do not
offer any assurance of income or provide the same degree of protection of
capital as do debt securities. The issuance of additional debt securities
or preferred stock will create prior claims for payment of principal,
interest and dividends which could adversely affect the ability and
inclination of the issuer to declare or pay dividends on its common stock
or the rights of holders of common stock with respect to assets of the
issuer upon liquidation or bankruptcy. Cumulative preferred stock
dividends must be paid before common stock dividends, and any cumulative
preferred stock dividend omitted is added to future dividends payable to
the holders of cumulative preferred stock. Preferred stockholders are also
generally entitled to rights on liquidation which are senior to those of
common stockholders.
Foreign Issuers. The following section applies to individual Trusts which
contain Securities issued by, or invest in securities issued by, foreign
entities. Since certain of the Securities in the Trust consist of, or
invest in, securities issued by foreign entities, an investment in the
Trust involves certain investment risks that are different in some
respects from an investment in a trust which invests solely in the
securities of domestic entities. These investment risks include future
political or governmental restrictions which might adversely affect the
payment or receipt of payment of dividends on the relevant Securities, the
possibility that the financial condition of the issuers of the Securities
Page 1
may become impaired or that the general condition of the relevant stock
market may worsen (both of which would contribute directly to a decrease
in the value of the Securities and thus in the value of the Units), the
limited liquidity and relatively small market capitalization of the
relevant securities market, expropriation or confiscatory taxation,
economic uncertainties and foreign currency devaluations and fluctuations.
In addition, for foreign issuers that are not subject to the reporting
requirements of the Securities Exchange Act of 1934, as amended, there may
be less publicly available information than is available from a domestic
issuer. Also, foreign issuers are not necessarily subject to uniform
accounting, auditing and financial reporting standards, practices and
requirements comparable to those applicable to domestic issuers. The
securities of many foreign issuers are less liquid and their prices more
volatile than securities of comparable domestic issuers. In addition,
fixed brokerage commissions and other transaction costs on foreign
securities exchanges are generally higher than in the United States and
there is generally less government supervision and regulation of
exchanges, brokers and issuers in foreign countries than there is in the
United States. However, due to the nature of the issuers of the Securities
selected for the Trust, the Sponsor believes that adequate information
will be available to allow the Supervisor to provide portfolio
surveillance for the Trust.
Securities issued by non-U.S. issuers generally pay dividends in foreign
currencies and are principally traded in foreign currencies. Therefore,
there is a risk that the United States dollar value of these securities
will vary with fluctuations in the U.S. dollar foreign exchange rates for
the various Securities.
On the basis of the best information available to the Sponsor at the
present time, none of the Securities in the Trust are subject to exchange
control restrictions under existing law which would materially interfere
with payment to the Trust of dividends due on, or proceeds from the sale
of, the Securities. However, there can be no assurance that exchange
control regulations might not be adopted in the future which might
adversely affect payment to the Trust. The adoption of exchange control
regulations and other legal restrictions could have an adverse impact on
the marketability of international securities in the Trust and on the
ability of the Trust to satisfy its obligation to redeem Units tendered to
the Trustee for redemption. In addition, restrictions on the settlement of
transactions on either the purchase or sale side, or both, could cause
delays or increase the costs associated with the purchase and sale of the
foreign Securities and correspondingly could affect the price of the Units.
Investors should be aware that it may not be possible to buy all
Securities at the same time because of the unavailability of any Security,
and restrictions applicable to the Trust relating to the purchase of a
Security by reason of the federal securities laws or otherwise.
Foreign securities generally have not been registered under the Securities
Act of 1933 and may not be exempt from the registration requirements of
such Act. Sales of non-exempt Securities by the Trust in the United States
securities markets are subject to severe restrictions and may not be
practicable. Accordingly, sales of these Securities by the Trust will
generally be effected only in foreign securities markets. Although the
Sponsor does not believe that the Trust will encounter obstacles in
disposing of the Securities, investors should realize that the Securities
may be traded in foreign countries where the securities markets are not as
developed or efficient and may not be as liquid as those in the United
States. The value of the Securities will be adversely affected if trading
markets for the Securities are limited or absent.
Emerging Markets. An investment in Units of the Trust should be made with
an understanding of the risks inherent with investing in certain smaller
and emerging markets. Compared to more mature markets, some emerging
markets may have a low level of regulation, enforcement of regulations and
monitoring of investors' activities. Those activities may include
practices such as trading on material non-public information. The
securities markets of developing countries are not as large as the more
established securities markets and have substantially less trading volume,
resulting in a lack of liquidity and high price volatility. There may be a
high concentration of market capitalization and trading volume in a small
number of issuers representing a limited number of industries as well as a
high concentration of investors and financial intermediaries. These
factors may adversely affect the timing and pricing of the acquisition or
disposal of securities.
In certain emerging markets, registrars are not subject to effective
government supervision nor are they always independent from issuers. The
possibility of fraud, negligence, undue influence being exerted by the
issuer or refusal to recognize ownership exists, which, along with other
factors, could result in the registration of a shareholding being
completely lost. Investors should therefore be aware that the Trust could
suffer loss arising from these registration problems. In addition, the
legal remedies in emerging markets are often more limited than the
remedies available in the United States.
Page 2
Practices pertaining to the settlement of securities transactions in
emerging markets involve higher risks than those in developed markets, in
large part because of the need to use brokers and counterparties who are
less well capitalized, and custody and registration of assets in some
countries may be unreliable. As a result, brokerage commissions and other
fees are generally higher in emerging markets and the procedures and rules
governing foreign transactions and custody may involve delays in payment,
delivery or recovery of money or investments. Delays in settlement could
result in investment opportunities being missed if the trust is unable to
acquire or dispose of a security. Certain foreign investments may also be
less liquid and more volatile than U.S. investments, which may mean at
times that such investments are unable to be sold at desirable prices.
Political and economic structures in emerging markets often change
rapidly, which may cause instability. In adverse social and political
circumstances, governments have been involved in policies of
expropriation, confiscatory taxation, nationalization, intervention in the
securities market and trade settlement, and imposition of foreign
investment restrictions and exchange controls, and these could be repeated
in the future. In addition to withholding taxes on investment income, some
governments in emerging markets may impose different capital gains taxes
on foreign investors. Foreign investments may also be subject to the risks
of seizure by a foreign government and the imposition of restrictions on
the exchange or export of foreign currency. Additionally, some governments
exercise substantial influence over the private economic sector and the
political and social uncertainties that exist for many developing
countries are considerable.
Another risk common to most developing countries is that the economy is
heavily export oriented and, accordingly, is dependent upon international
trade. The existence of overburdened infrastructures and obsolete
financial systems also presents risks in certain countries, as do
environmental problems. Certain economies also depend to a large degree
upon exports of primary commodities and, therefore, are vulnerable to
changes in commodity prices which, in turn, may be affected by a variety
of factors.
Exchange Rates. Certain of the Securities in the Trust are principally
traded in foreign currencies and as such, involve investment risks that
are substantially different from an investment in a fund which invests in
securities that are principally traded in United States dollars. The
United States dollar value of the portfolio (and hence of the Units) and
of the distributions from the portfolio will vary with fluctuations in the
United States dollar foreign exchange rates for the relevant currencies.
Most foreign currencies have fluctuated widely in value against the United
States dollar for many reasons, including supply and demand of the
respective currency, the rate of inflation in the respective economies
compared to the United States, the impact of interest rate differentials
between different currencies on the movement of foreign currency rates,
the balance of imports and exports goods and services, the soundness of
the world economy and the strength of the respective economy as compared
to the economies of the United States and other countries.
The post-World War II international monetary system was, until 1973,
dominated by the Bretton Woods Treaty which established a system of fixed
exchange rates and the convertibility of the United States dollar into
gold through foreign central banks. Starting in 1971, growing volatility
in the foreign exchange markets caused the United States to abandon gold
convertibility and to effect a small devaluation of the United States
dollar. In 1973, the system of fixed exchange rates between a number of
the most important industrial countries of the world, among them the
United States and most Western European countries, was completely
abandoned. Subsequently, major industrialized countries have adopted
"floating" exchange rates, under which daily currency valuations depend on
supply and demand in a freely fluctuating international market. Many
smaller or developing countries have continued to "peg" their currencies
to the United States dollar although there has been some interest in
recent years in "pegging" currencies to "baskets" of other currencies or
to a Special Drawing Right administered by the International Monetary
Fund. In Europe, the euro has been developed. Currencies are generally
traded by leading international commercial banks and institutional
investors (including corporate treasurers, money managers, pension funds
and insurance companies). From time to time, central banks in a number of
countries also are major buyers and sellers of foreign currencies, mostly
for the purpose of preventing or reducing substantial exchange rate
fluctuations.
Exchange rate fluctuations are partly dependent on a number of economic
factors including economic conditions within countries, the impact of
actual and proposed government policies on the value of currencies,
interest rate differentials between the currencies and the balance of
imports and exports of goods and services and transfers of income and
capital from one country to another. These economic factors are influenced
primarily by a particular country's monetary and fiscal policies (although
the perceived political situation in a particular country may have an
influence as well-particularly with respect to transfers of capital).
Investor psychology may also be an important determinant of currency
Page 3
fluctuations in the short run. Moreover, institutional investors trying to
anticipate the future relative strength or weakness of a particular
currency may sometimes exercise considerable speculative influence on
currency exchange rates by purchasing or selling large amounts of the same
currency or currencies. However, over the long term, the currency of a
country with a low rate of inflation and a favorable balance of trade
should increase in value relative to the currency of a country with a high
rate of inflation and deficits in the balance of trade.
Small and/or Mid Capitalization Companies. The following section applies
to individual Trusts which contain Securities issued by, or invest in
Securities that hold securities issued by, small and/or mid capitalization
companies. While historically stocks of small and mid capitalization
companies have outperformed the stocks of large companies, the former have
customarily involved more investment risk as well. Such companies may have
limited product lines, markets or financial resources; may lack management
depth or experience; and may be more vulnerable to adverse general market
or economic developments than large companies. Some of these companies may
distribute, sell or produce products which have recently been brought to
market and may be dependent on key personnel.
The prices of small and mid cap company securities are often more volatile
than prices associated with large company issues, and can display abrupt
or erratic movements at times, due to limited trading volumes and less
publicly available information. Also, because such companies normally have
fewer shares outstanding and these shares trade less frequently than large
companies, it may be more difficult for the Trusts which contain these
Securities to buy and sell significant amounts of such shares without an
unfavorable impact on prevailing market prices.
Concentration
Information Technology. The Trust is considered to be concentrated in
common stocks of information technology companies. Technology companies
generally include companies involved in the development, design,
manufacture and sale of computers and peripherals, software and services,
data networking/communications equipment, internet access/information
providers, semiconductors and semiconductor equipment and other related
products, systems and services. The market for these products, especially
those specifically related to the Internet, is characterized by rapidly
changing technology, rapid product obsolescence, cyclical market patterns,
evolving industry standards and frequent new product introductions. The
success of the issuers of the Securities depends in substantial part on
the timely and successful introduction of new products. An unexpected
change in one or more of the technologies affecting an issuer's products
or in the market for products based on a particular technology could have
a material adverse effect on an issuer's operating results. Furthermore,
there can be no assurance that the issuers of the Securities will be able
to respond in a timely manner to compete in the rapidly developing
marketplace.
Based on trading history of common stock, factors such as announcements of
new products or development of new technologies and general conditions of
the industry have caused and are likely to cause the market price of high-
technology common stocks to fluctuate substantially. In addition,
technology company stocks have experienced extreme price and volume
fluctuations that often have been unrelated to the operating performance
of such companies. This market volatility may adversely affect the market
price of the Securities and therefore the ability of a Unit holder to
redeem Units at a price equal to or greater than the original price paid
for such Units.
Some key components of certain products of technology issuers are
currently available only from single sources. There can be no assurance
that in the future suppliers will be able to meet the demand for
components in a timely and cost effective manner. Accordingly, an issuer's
operating results and customer relationships could be adversely affected
by either an increase in price for, or an interruption or reduction in
supply of, any key components. Additionally, many technology issuers are
characterized by a highly concentrated customer base consisting of a
limited number of large customers who may require product vendors to
comply with rigorous industry standards. Any failure to comply with such
standards may result in a significant loss or reduction of sales. Because
many products and technologies of technology companies are incorporated
into other related products, such companies are often highly dependent on
the performance of the personal computer, electronics and
telecommunications industries. There can be no assurance that these
customers will place additional orders, or that an issuer of Securities
will obtain orders of similar magnitude as past orders from other
customers. Similarly, the success of certain technology companies is tied
to a relatively small concentration of products or technologies.
Accordingly, a decline in demand of such products, technologies or from
such customers could have a material adverse impact on issuers of the
Securities.
Many technology companies rely on a combination of patents, copyrights,
trademarks and trade secret laws to establish and protect their
proprietary rights in their products and technologies. There can be no
assurance that the steps taken by the issuers of the Securities to protect
their proprietary rights will be adequate to prevent misappropriation of
Page 4
their technology or that competitors will not independently develop
technologies that are substantially equivalent or superior to such
issuers' technology. In addition, due to the increasing public use of the
Internet, it is possible that other laws and regulations may be adopted to
address issues such as privacy, pricing, characteristics, and quality of
Internet products and services. The adoption of any such laws could have a
material adverse impact on the Securities in the Trust.
Like many areas of technology, the semiconductor business environment is
highly competitive, notoriously cyclical and subject to rapid and often
unanticipated change. Recent industry downturns have resulted, in part,
from weak pricing, persistent overcapacity, slowdown in Asian demand and a
shift in retail personal computer sales toward the low end, or "sub-
$1,000" segment. Industry growth is dependent upon several factors,
including: the rate of global economic expansion; demand for products such
as personal computers and networking and communications equipment; excess
productive capacity and the resultant effect on pricing; and the rate of
growth in the market for low-priced personal computers.
The social media industry is also highly competitive and subject to the
risks involved with information technology companies, namely, short
product life cycles, evolving industry standards, loss of patent
protections, rapidly changing technologies and frequent new product
introductions. Additional risks generally applicable to social media
companies include, without limitation: disruption of services due to
internal or external technical issues; security breaches of private,
proprietary and confidential information; and evolving laws and
regulations, foreign or domestic, that could negatively affect operations.
Furthermore, the sustainability of the business models employed by social
media companies remain largely unproven.
Page 5
CONTENTS OF REGISTRATION STATEMENT
A. Bonding Arrangements of Depositor:
First Trust Portfolios L.P. is covered by a Brokers' Fidelity Bond, in the
total amount of $2,000,000, the insurer being National Union Fire
Insurance Company of Pittsburgh.
B. This Registration Statement on Form S-6 comprises the following papers and
documents:
The facing sheet
The Prospectus
The signatures
Exhibits
S-1
SIGNATURES
The Registrant, FT 5299, hereby identifies The First Trust Special
Situations Trust, Series 4; The First Trust Special Situations Trust, Series 18;
The First Trust Special Situations Trust, Series 69; The First Trust Special
Situations Trust, Series 108; The First Trust Special Situations Trust, Series
119; The First Trust Special Situations Trust, Series 190; FT 286; The First
Trust Combined Series 272; FT 412; FT 438; FT 556; FT 754; FT 1102; FT 1179; FT
2935; FT 3320; FT 3367; FT 3370; FT 3397; FT 3398; FT 3400; FT 3451; FT 3480; FT
3529; FT 3530; FT 3568; FT 3569; FT 3570; FT 3572; FT 3615; FT 3647; FT 3650; FT
3689; FT 3690; FT 3729; FT 3780; FT 3940; FT 4020; FT 4037; FT 4143; FT 4260; FT
4746; FT 4789 and FT 5039 for purposes of the representations required by Rule
487 and represents the following:
(1) that the portfolio securities deposited in the series as to the
securities of which this Registration Statement is being filed do not differ
materially in type or quality from those deposited in such previous series;
(2) that, except to the extent necessary to identify the specific
portfolio securities deposited in, and to provide essential financial
information for, the series with respect to the securities of which this
Registration Statement is being filed, this Registration Statement does not
contain disclosures that differ in any material respect from those contained in
the registration statements for such previous series as to which the effective
date was determined by the Commission or the staff; and
(3) that it has complied with Rule 460 under the Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, FT 5299, has duly caused this Amendment to Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Wheaton and State of Illinois on March 4, 2015.
FT 5299
By: FIRST TRUST PORTFOLIOS L.P.
Depositor
By: Elizabeth H. Bull
Senior Vice President
S-2
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following person in
the capacity and on the date indicated:
Name Title* Date
____ _____ _____
James A. Bowen Director of The Charger Corporation, the ) March 4, 2015
General Partner of First Trust Portfolios )
L.P. )
)
)
)
) Elizabeth H. Bull
) Attorney-in-Fact**
* The title of the person named herein represents his capacity in and
relationship to First Trust Portfolios L.P., Depositor.
** An executed copy of the related power of attorney was filed with the
Securities and Exchange Commission in connection with Amendment No. 2
to Form S-6 of FT 2669 (File No. 333-169625) and the same is hereby
incorporated herein by this reference.
S-3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use in this Amendment No. 1 to Registration Statement
333-201877 on Form S-6 of our report dated March 4, 2015 relating to the
financial statement of FT 5299, comprising BofA Merrill Lynch Cybersecurity
Portfolio, Series 2, appearing in the Prospectus, which is a part of such
Registration Statement, and to the reference to us under the heading "Experts"
in such Prospectus.
/s/ DELOITTE & TOUCHE LLP
Chicago, Illinois
March 4, 2015
S-4
CONSENTS OF COUNSEL
The consents of counsel to the use of their names in the Prospectus
included in this Registration Statement will be contained in their respective
opinions to be filed as Exhibits 3.1, 3.2 and 3.3 of the Registration Statement.
CONSENT OF FIRST TRUST ADVISORS L.P.
The consent of First Trust Advisors L.P. to the use of its name in the
Prospectus included in the Registration Statement will be filed as Exhibit 4.1
to the Registration Statement.
S-5
EXHIBIT INDEX
1.1 Form of Standard Terms and Conditions of Trust for FT 4484 and
certain subsequent Series, effective November 6, 2013 among First
Trust Portfolios L.P., as Depositor, The Bank of New York Mellon, as
Trustee, First Trust Advisors L.P., as Evaluator, First Trust
Advisors L.P., as Portfolio Supervisor and FTP Services LLC, as FTPS
Unit Servicing Agent (incorporated by reference to Amendment No. 1 to
Form S-6 [File No. 333-191558] filed on behalf of FT 4484).
1.1.1 Form of Trust Agreement for FT 5299 and certain subsequent Series,
effective March 4, 2015 among First Trust Portfolios L.P., as
Depositor, The Bank of New York Mellon, as Trustee, First Trust
Advisors L.P., as Evaluator, and First Trust Advisors L.P., as
Portfolio Supervisor.
1.2 Copy of Certificate of Limited Partnership of First Trust Portfolios
L.P. (incorporated by reference to Amendment No. 1 to Form S-6 [File
No. 33-42683] filed on behalf of The First Trust Special Situations
Trust, Series 18).
1.3 Copy of Amended and Restated Limited Partnership Agreement of First
Trust Portfolios L.P. (incorporated by reference to Amendment No. 1
to Form S-6 [File No. 33-42683] filed on behalf of The First Trust
Special Situations Trust, Series 18).
1.4 Copy of Articles of Incorporation of The Charger Corporation, the
general partner of First Trust Portfolios L.P., Depositor
(incorporated by reference to Amendment No. 1 to Form S-6 [File No.
33-42683] filed on behalf of The First Trust Special Situations
Trust, Series 18).
1.5 Copy of By-Laws of The Charger Corporation, the general partner of
First Trust Portfolios L.P., Depositor (incorporated by reference to
Amendment No. 2 to Form S-6 [File No. 333-169625] filed on behalf of
FT 2669).
1.6 Underwriter Agreement (incorporated by reference to Amendment No. 1
to Form S-6 [File No. 33-42755] filed on behalf of The First Trust
Special Situations Trust, Series 19).
2.1 Copy of Certificate of Ownership (included in Exhibit 1.1 filed
herewith on page 2 and incorporated herein by reference).
S-6
2.2 Copy of Code of Ethics (incorporated by reference to Amendment No. 1
to form S-6 [File No. 333-156964] filed on behalf of FT 1987).
3.1 Opinion of counsel as to legality of securities being registered.
3.2 Opinion of counsel as to Federal income tax status of securities
being registered.
3.3 Opinion of counsel as to New York income tax status of securities
being registered.
4.1 Consent of First Trust Advisors L.P.
6.1 List of Directors and Officers of Depositor and other related
information (incorporated by reference to Amendment No. 1 to Form S-6
[File No. 33-42683] filed on behalf of The First Trust Special
Situations Trust, Series 18).
7.1 Power of Attorney executed by the Directors listed on page S-3 of
this Registration Statement (incorporated by reference to Amendment
No. 2 to Form S-6 [File No. 333-169625] filed on behalf of FT 2669).
S-7
Dates Referenced Herein and Documents Incorporated by Reference
| This ‘487’ Filing | | Date | | Other Filings |
|---|
| |  |
| | 12/31/16 | | None on these Dates |
| | 6/2/16 |
| | 8/20/15 |
| | 6/19/15 |
| | 4/25/15 |
| | 4/10/15 |
| | 3/9/15 |
| Filed on / Effective on: | | 3/4/15 |
| | 12/31/14 |
| | 12/4/14 |
| | 10/31/14 |
| | 11/6/13 |
| List all Filings |
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