Document/Exhibit Description Pages Size
1: 487 Form S-6 to Effective Amendment 69± 279K
2: EX-99 Memorandum of Changes HTML 9K
4: EX-99.2 OPIN COUNSEL Opinion Regarding Legality HTML 9K
3: EX-99.A1 INDNTR ORGN Trust Agreement HTML 27K
6: EX-99.A4 OTHER AGRMT Consent Independent Pricing Agent 1 7K
5: EX-99.C2 EVAL CONSNT Consent of Evaluator HTML 7K
Registration No. 333-194989
1940 Act No. 811-2541
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:
THE FIRST TRUST COMBINED SERIES 443
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 April 17, 2013 at 2:00 p.m. pursuant to Rule 487.
________________________________
Tax Exempt Municipal Income Trust, Series 281
The First Trust(R) Combined Series 443
The First Trust Combined Series 443 consists of a unit investment trust
known as Tax Exempt Municipal Income Trust, Series 281 (the "Trust").
The Trust invests in a portfolio of tax-exempt municipal bonds issued by
or on behalf of certain states or United States territories which, in
the opinion of recognized bond counsel to the issuing authorities,
provide income which is exempt from federal and, in certain instances,
state and local income tax (the "Securities"). The Trust seeks income
exempt from federal and, in certain instances, state and local income
tax and to preserve capital.
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)
1-800-621-1675
The date of this prospectus is April 17, 2014
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 First Trust Combined Series 12
Portfolio 13
Estimated Returns 13
Risk Factors 14
Public Offering 19
Distribution of Units 21
Underwriting Concessions 23
Underwriting 23
The Sponsor's Profits 23
The Secondary Market 24
How We Purchase Units 24
Expenses and Charges 24
Tax Status 25
Rights of Unit Holders 27
Interest and Principal Distributions 27
Redeeming Your Units 28
Removing Securities from the Trust 29
Amending or Terminating the Indenture 29
Information on the Sponsor, Trustee,
FTPS Unit Servicing Agent and Evaluator 30
Other Information 31
Description of Bond Ratings 32
Federal Tax-Free Income 33
Page 2
Summary of Essential Information (Unaudited)
Tax Exempt Municipal Income Trust, Series 281
The First Trust Combined Series 443
At the Opening of Business on the Initial Date of Deposit-April 17, 2014
Sponsor: First Trust Portfolios L.P.
Trustee: The Bank of New York Mellon
FTPS Unit Servicing Agent: FTP Services LLC
Evaluator: First Trust Advisors L.P.
[Enlarge/Download Table]
Initial Number of Units 5,490
Fractional Undivided Interest in the Trust per Unit 1/5,490
Principal Amount (Par Value) of Securities per Unit (1) $ 1,000.00
Public Offering Price:
Public Offering Price per Unit (2) $ 1,087.50
Less Maximum Sales Charge per Unit (3) (42.65)
Aggregate Offering Price Evaluation of Securities per Unit (4) __________
1,044.85
Less Organization Costs per Unit (5) (7.75)
__________
Net Asset Value per Unit (based on aggregate offer prices of Securities) (5) $ 1,037.10
==========
Sponsor's Initial Repurchase Price per Unit (5) $ 1,044.85
Redemption Price per Unit (based on aggregate bid prices of Securities) (5) $ 1,032.77
Weighted Average Maturity of the Securities 21.38 years
First Settlement Date April 23, 2014
Termination Date (6) December 1, 2044
Ticker Symbol FWJQLX
Distributions (7):
Estimated Net Annual Interest Income per Unit $ 46.37
Initial Distribution per Unit $ 2.18
Estimated Regular Distributions per Unit $ 3.86
Estimated Current Return (8) 4.26%
Estimated Long-Term Return (8) 3.81%
CUSIP Number 33740A 343
Fee Account CUSIP Number 33740A 350
FTPS CUSIP Number 33740A 368
Pricing Line Product Code 090573
____________
<FN>
(1) Because certain of the Securities may, in certain circumstances, be
sold, redeemed or mature in accordance with their terms, the Unit value
at the Termination Date may not equal the Principal Amount (Par Value)
of Securities per Unit stated above.
(2) The Public Offering Price shown above reflects the value of the
Securities at the opening of business on 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 accrued interest on the
Securities. After this date, a pro rata share of any accrued interest on
the Securities will be included.
(3) You will pay a maximum sales charge of 3.95% of the Public Offering
Price per Unit (equivalent to 4.112% of the net amount invested).
Investors will not be assessed a sales charge on the portion of their
Units represented by cash deposited to pay the Trust's organization costs.
(4) Each Security is valued at its aggregate offering price. The initial
evaluation for purposes of determining the purchase, sale or redemption
price of Units on the Initial Date of Deposit will occur at the latter
of 4:00 p.m. Eastern time or the effectiveness of the Trust. Thereafter,
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 Net Asset Value per Unit figure reflects the deduction of
estimated organization costs, which will be deducted from the assets of
the Trust at the end of the initial offering period. The Sponsor's
Initial Repurchase Price per Unit does not reflect the deduction of
estimated organization costs until the end of the initial offering
period as set forth under "Fee Table." The Redemption Price per Unit
reflects the deduction of such estimated organization costs. See
"Redeeming Your Units."
(6) See "Amending or Terminating the Indenture."
(7) Distributions will be paid on the twenty-fifth day of each month
("Distribution Date") to Unit holders of record on the tenth day of such
month ("Distribution Record Date"). The amount of the Estimated Regular
Distributions per Unit was calculated on the basis of the Estimated
Annual Interest Income per Unit less the estimated annual expenses and
divided by twelve. Each Unit holder will receive the Initial
Distribution per Unit on May 25, 2014. Estimated Regular Distributions
per Unit will occur monthly, beginning June 25, 2014. The actual
distribution you receive will vary from that set forth above with
changes in the Trust's fees and expenses and with the sale, maturity or
redemption of Securities. See "Fee Table" and "Expenses and Charges."
Distributions from the Principal Account will be made monthly if the
amount available for distribution equals at least $1.00 per Unit. See
"Interest and Principal Distributions."
(8) Estimated Current Return is calculated by dividing Estimated Net
Annual Interest Income per Unit by the Public Offering Price. Estimated
Long-Term Return is calculated using a formula which (1) factors in the
relative weightings of the market values, yields (which take into
account the amortization of premiums and the accretion of discounts) and
estimated retirements of the Securities; and (2) takes into account a
compounding factor, the sales charge and expenses. There is no assurance
that the Estimated Current and Long-Term Returns set forth above will be
realized in the future because the various components used to calculate
these figures, such as Trust expenses, market values and estimated
retirements of the Securities, will change. In addition, neither rate
reflects the true return you will receive, which will be lower, because
neither includes the effect of certain delays in distributions with
respect to when the Securities pay interest and when distributions are
paid by the Trust.
</FN>
Page 3
Fee Table (Unaudited)
This Fee Table describes the fees and expenses that you may pay if you
buy and hold Units of the Trust and receive distributions monthly. See
"Public Offering" and "Expenses and Charges." Although the Trust has a
term of approximately 30.5 years 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 imposed on purchase 3.95%(a) $42.65
======== ========
Organization Costs
(as a percentage of public offering price)
Estimated organization costs .713%(b) $7.75
======== ========
Estimated Annual Trust Operating Expenses(c)
(as a percentage of average net assets)
Portfolio supervision, bookkeeping, administrative, evaluation
and FTPS Unit servicing fees .075% $0.81
Trustee's fee and other operating expenses .188%(d) $2.01
________ ________
Total .263% $2.82
======== ========
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 for the periods
shown and sell all your Units at the end of those periods. The example
also assumes a 5% return on your investment each year and that the
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 sell
or redeem your Units at the end of each period, would be:
1 Year 3 Years 5 Years 10 Years
______ _______ _______ _______
$493 $547 $606 $780
The example will not differ if you hold rather than sell your Units at
the end of each period.
____________
<FN>
(a) The maximum sales charge consists entirely of an initial sales
charge, deducted at the time of purchase. Investors will not be assessed
a sales charge on the portion of their Units represented by cash
deposited to pay the Trust's organization costs.
(b) 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.
(c) 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.
(d) Other operating expenses do not include brokerage costs and other
portfolio transaction fees. A portion of the Trustee's fee represents
the cost to the Trustee of advancing funds to the Trust to meet
scheduled distributions, to provide funds for payment of redemptions, or
otherwise as required for the administration of the Trust. The Trustee
can adjust the amount of its fee in response to, among other things,
changes in short term interest rates and changes in the average cash
balances on hand in the Trust Accounts. 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
The First Trust(R) Combined Series 443
We have audited the accompanying statement of net assets, including the
schedule of investments, of The First Trust(R) Combined Series 443,
comprising Tax Exempt Municipal Income Trust, Series 281 (the "Trust"),
as of the opening of business on April 17, 2014 (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 Securities
delivered to the Trust and 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 April 17, 2014, 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 The First
Trust(R) Combined Series 443, comprising Tax Exempt Municipal Income
Trust, Series 281, as of the opening of business on April 17, 2014
(Initial Date of Deposit), in conformity with accounting principles
generally accepted in the United States of America.
/s/ DELOITTE & TOUCHE LLP
Chicago, Illinois
April 17, 2014
Page 5
Statement of Net Assets
Tax Exempt Municipal Income Trust, Series 281
The First Trust Combined Series 443
At the Opening of Business on the Initial Date of Deposit-April 17, 2014
[Enlarge/Download Table]
NET ASSETS
Investment in Securities represented by Securities and/or purchase contracts (1)(2) $ 5,693,704
Accrued interest on underlying Securities (2)(3) 45,982
Cash (2) 42,548
___________
5,782,234
Less liability for reimbursement to Sponsor for organization costs (4) (42,548)
Less distributions payable (3) (45,982)
___________
Net assets $ 5,693,704
===========
Units outstanding 5,490
Net asset value per Unit (5) $ 1,037.10
ANALYSIS OF NET ASSETS
Cost to investors (6) $ 5,970,401
Less maximum sales charge (6) (234,149)
Less estimated reimbursement to Sponsor for organization costs (4) (42,548)
___________
Net assets $ 5,693,704
===========
_____________
<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 and thereafter with provisions of the
Internal Revenue Code applicable to regulated investment companies and
as such, will not be subject to federal income taxes on otherwise
taxable income (including net realized capital gains) distributed to
Unit holders.
(1) The Trust invests in a diversified portfolio of tax-exempt municipal
bonds. Aggregate cost of the Securities listed under "Schedule of
Investments" is based on their aggregate underlying value. The Trust has
a Termination Date of December 1, 2044.
(2) An irrevocable letter of credit issued by The Bank of New York
Mellon, of which $6,000,000 is allocated to the Trust, has been
deposited with the Trustee as collateral, covering the monies necessary
for the purchase of Securities subject to purchase contracts
($4,818,843), accrued interest to the Initial Date of Deposit ($45,982),
cash ($42,548) and accrued interest from the Initial Date of Deposit to
the later of the First Settlement Date of the Trust or the expected
dates of delivery of the Securities ($4,501). The Trustee will advance
to the Trust the amount of net interest accrued to the First Settlement
Date, which will be distributed to the Sponsor as Unit holder of record.
(3) The purchased interest on the underlying Securities accrued to the
Initial Date of Deposit will be distributed to the Sponsor as Unit
holder of record.
(4) 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 $7.75 per
Unit. 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 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.
(5) 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, which will only be assessed to Units outstanding at
the close of the initial offering period.
(6) The aggregate cost to investors in the Trust, excluding the amount
held in cash deposited to pay the Trust's organization costs, includes a
maximum sales charge computed at the rate of 3.95% of the Public
Offering Price per Unit (equivalent to 4.112% of the net amount
invested), assuming no reduction of sales charge as set forth under
"Public Offering."
</FN>
Page 6
Schedule of Investments
Tax Exempt Municipal Income Trust, Series 281
The First Trust Combined Series 443
At the Opening of Business on the
Initial Date of Deposit-April 17, 2014
[Enlarge/Download Table]
Rating Cost of
Aggregate Issue Represented by Securities or (Unaudited) Redemption Securities to the
Principal Sponsor's Contracts to Purchase Securities (1) S&P (3) Provisions (4) Trust (2) (5)
__________ ______________________________________________ __________ ______________ _________________
MUNICIPAL BONDS (100.00%):
ALABAMA (4.61%):
$ 250,000 The Educational Building Authority of the City of Homewood NR 2022 @ 100 $ 262,667
(Alabama), Educational Facilities Revenue, (Samford University 2039 @ 100 S.F.
Series 2013-A), 5.00%, Due 12/01/2043 (6)
CALIFORNIA (23.01%):
120,000 California Health Facilities Financing Authority, Revenue, A 2023 @ 100 106,450
(Adventist Health System/West), Series 2013A, 4.00%, 2042 @ 100 S.F.
Due 03/01/2043
250,000 California Housing Finance Agency, Multifamily Housing Revenue AA 2024 @ 100 252,920
III, 2014 Series A, 4.70%, Due 08/01/2044 2040 @ 100 S.F.
250,000 Campbell Union School District, (Santa Clara County, AA 2024 @ 100 253,740
California), General Obligation, Election of 2010, Series D 2041 @ 100 S.F.
(2014), 4.25% Due 08/01/2043
190,000 City of Torrance, Certificates of Participation, (Refunding AA 2024 @ 100 192,149
and Capital Projects), Series 2014, 4.50%, Due 06/01/2044 (6) 2040 @ 100 S.F.
250,000 Imperial Community College District, (Imperial County, AA 2023 @ 100 254,617
California), General Obligation, Election of 2010, Series 2038 @ 100 S.F.
2014A, Assured Guaranty Insured, 4.625%, Due 08/01/2041 (6) (7)
250,000 Lincoln Unified School District, (San Joaquin County, NR 2024 @ 100 250,300
California), General Obligation, Election of 2012, Series B, 2036 @ 100 S.F.
4.25%, Due 08/01/2038 (6)
ILLINOIS (13.15%):
425,000 Chicago Park District, General Obligation Unlimited Tax, AA+ 2021 @ 100 448,022
(Harbor Facilities Revenues Alternate Revenue Source), Series 2038 @ 100 S.F.
2010C, 5.25%, Due 01/01/2040
150,000 Township High School District Number 502, Bureau County, AA 2023 @ 100 181,450
Illinois, (Hall), General Obligation School Building, Series 2034 @ 100 S.F.
2013A, Build America Mutual Insured, 6.625%, Due 10/01/2043 (7)
125,000 Village of Franklin Park, Cook County, Illinois, General AA 2021 @ 100 119,211
Obligation Limited Tax Debt Certificates, Series 2013, Build 2029 @ 100 S.F.
America Mutual Insured, 4.00%, Due 10/01/2032 (6) (7)
Page 7
Schedule of Investments (cont'd.)
Tax Exempt Municipal Income Trust, Series 281
The First Trust Combined Series 443
At the Opening of Business on the
Initial Date of Deposit-April 17, 2014
[Enlarge/Download Table]
Rating Cost of
Aggregate Issue Represented by Securities or (Unaudited) Redemption Securities to the
Principal Sponsor's Contracts to Purchase Securities (1) S&P (3) Provisions (4) Trust (2) (5)
__________ ______________________________________________ __________ ______________ _________________
KENTUCKY (9.62%):
$ 500,000 Louisville/Jefferson County Metro Government, Health System A- 2023 @ 100 $ 547,690
Revenue, Series 2013A, (Norton Healthcare, Inc.), 5.75%, 2039 @ 100 S.F.
Due 10/01/2042 (6)
LOUISIANA (3.68%):
200,000 City of Alexandria, State of Louisiana, Utilities Revenue, A+ 2024 @ 100 209,266
Series 2014, 4.75%, Due 05/01/2043 (6) 2040 @ 100 S.F.
MASSACHUSETTS (3.31%):
200,000 Massachusetts Development Finance Agency, Revenue, Olin A+ 2023 @ 100 188,558
College Issue, Series 2013 E, 4.00%, Due 11/01/2043 (6) 2039 @ 100 S.F.
MICHIGAN (9.11%):
500,000 Karegnondi Water Authority, Counties of Genesee, Lapeer and A+ 2023 @ 100 518,815
Sanilac, State of Michigan, Water Supply System, (Karegnondi 2041 @ 100 S.F.
Water Pipeline), Series 2014A, 5.00%, Due 11/01/2043
NEW JERSEY (4.63%):
250,000 New Jersey Transportation Trust Fund Authority, Transportation A 2022 @ 100 263,863
System, 2012 Series A, 5.00%, Due 06/15/2042 2038 @ 100 S.F.
NEW YORK (8.58%):
250,000 Metropolitan Transportation Authority, Transportation Revenue, A+ 2024 @ 100 266,500
Series 2014B, 5.00%, Due 11/15/2044 2040 @ 100 S.F.
215,000 The Orange County Funding Corporation, Tax-Exempt Revenue, NR 2022 @ 100 221,846
(Mount Saint Mary College Project), Series 2012A, 5.00%, 2033 @ 100 S.F.
Due 07/01/2037
NORTH CAROLINA (7.11%):
400,000 North Carolina Medical Care Commission, Health Care Facilities A+ 2020 @ 100 404,924
Revenue, (Novant Health Obligated Group), Series 2010A, 4.75%, 2041 @ 100 S.F.
Due 11/01/2043 (6)
OHIO (4.56%):
250,000 County of Hamilton, Ohio, Hospital Facilities Revenue, Series A- 2024 @ 100 259,390
2014, (UC Health), 5.00%, Due 02/01/2044 2042 @ 100 S.F.
Page 8
Schedule of Investments (cont'd.)
Tax Exempt Municipal Income Trust, Series 281
The First Trust Combined Series 443
At the Opening of Business on the
Initial Date of Deposit-April 17, 2014
[Enlarge/Download Table]
Rating Cost of
Aggregate Issue Represented by Securities or (Unaudited) Redemption Securities to the
Principal Sponsor's Contracts to Purchase Securities (1) S&P (3) Provisions (4) Trust (2) (5)
__________ ______________________________________________ __________ ______________ _________________
PENNSYLVANIA (3.91%):
$ 120,000 Clairton Municipal Authority, (Allegheny County, BBB 2022 @ 100 $ 122,266
Pennsylvania), Sewer Revenue, Series B of 2012, 5.00%, Due 2023 @ 100 S.F.
12/01/2037
95,000 Lehigh County Authority, Water and Sewer Revenue, (City of A 2023 @ 100 100,267
Allentown Concession), Series 2013A, 5.00%, 2039 @ 100 S.F.
Due 12/01/2043 (6)
WASHINGTON (4.72%):
250,000 Washington Higher Education Facilities Authority, Revenue, NR 2023 @ 100 268,793
(Gonzaga University Project), Series 2013A, 5.25%, 2041 @ 100 S.F.
Due 04/01/2043 (6)
__________ __________
$5,490,000 $5,693,704
========== ==========
__________
<FN>
See "Notes to Schedule of Investments" on page 10.
Page 9
NOTES TO SCHEDULE OF INVESTMENTS
(1) All Securities are represented by the actual Securities and/or
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 April 2, 2014,
April 3, 2014, April 9, 2014, April 10, 2014, April 11, 2014, April 15,
2014, April 16, 2014 and April 17, 2014, and the Sponsor expects that
any outstanding purchase contracts as of April 17, 2014 will settle on
or prior to April 23, 2014. The Securities are obligations of issuers of
certain states or United States territories. The Securities in the Trust
are divided by source of revenue and represent the percentage of net
assets as indicated by the following table:
Number of Issues Source of Revenue Portfolio Percentage
________________ _______________________ ____________________
3 Education 11.93%
7 General Obligation 35.58%
4 Health Care 23.16%
2 Lease Obligation 7.99%
1 Miscellaneous 4.44%
2 Transportation Facility 9.31%
1 Utility 3.68%
2 Water and Sewerage 3.91%
(2) The cost of the Securities to the Trust represents the aggregate
underlying value with respect to the Securities acquired (generally
determined by the aggregate offering price of the Securities at the
opening of business on the Initial Date of Deposit). The evaluation of
the Securities at the opening of business on the Initial Date of Deposit
has been determined by Standard & Poor's Securities Evaluations, Inc.,
an independent pricing agent. 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 $5,642,981 and $50,723, respectively. The cost of the
Securities to the Sponsor may include the cost of and gain or loss on
certain futures contracts entered into by the Sponsor in an effort to
hedge the impact of interest rate fluctuations on the value of certain
of the Securities to the extent the Sponsor entered into such contracts.
The aggregate bid price of the Securities at the opening of business on
the Initial Date of Deposit was $5,669,900 (unaudited).
(3) The ratings are by Standard & Poor's Financial Services LLC, a
division of The McGraw-Hill Companies, Inc. ("S&P" or "Standard &
Poor's") and are unaudited. Such ratings were obtained from an
information reporting service other than S&P. "NR" indicates no rating
by S&P. Such Securities may, however, be rated by another nationally
recognized statistical rating organization. "(e)" indicates an "Expected
Rating" and is intended to anticipate Standard & Poor's forthcoming
rating assignment. Expected Ratings are generated by Bloomberg Finance
L.P. ("Bloomberg") based on sources it considers reliable or established
Standard & Poor's rating practices. Expected Ratings exist only until
Standard & Poor's assigns a rating to the issue. There is no guarantee
that the ratings, when assigned, will not differ from those currently
expected. See "Description of Bond Ratings."
(4) Certain Securities may be redeemed before their stated maturity.
This column shows when a Security is initially redeemable and the
redemption price for that year. Securities are redeemable at declining
prices (but not below par value) in subsequent years. S.F. indicates a
sinking fund is established with respect to an issue of Securities.
Certain Securities may also be redeemed in whole or in part other than
by operation of the stated redemption provisions under certain
circumstances detailed in the instruments creating them. Such redemption
provisions may result in a redemption price less than the value of the
Securities on the Initial Date of Deposit. Redemption pursuant to call
provisions generally will occur at times when the redeemed Securities
have an offering side valuation which represents a premium over par. To
the extent that Securities were deposited in the Trust at a price higher
than the price at which they are redeemed, this will represent a loss of
capital when compared with the original Public Offering Price of the
Units. Distributions will generally be reduced by the amount of the
income which would otherwise have been paid with respect to redeemed
Securities and Unit holders will receive a distribution of the principal
amount and any premium received on such redemption (except to the extent
the proceeds of the redeemed Securities are used to pay for Unit
redemptions). Estimated Current Return and Estimated Long-Term Return
may also be affected by such redemptions.
(5) In accordance with Accounting Standards Codification 820 ("ASC 820"),
"Fair Value Measurement," fair value is defined as the price that the
Trust would receive upon selling an investment in a timely transaction
Page 10
to an independent buyer in the principal or most advantageous market of
the investment. ASC 820 established a three-tier hierarchy to maximize
the use of the observable market data and minimize the use of
unobservable inputs and to establish classification of the fair value
measurements for disclosure purposes. Inputs refer broadly to the
assumptions that market participants would use in pricing the asset or
liability, including the technique or pricing model used to measure fair
value and the risk inherent in the inputs to the valuation technique.
Inputs may be observable or unobservable. Observable inputs are inputs
that reflect the assumptions market participants would use in pricing
the asset or liability, developed based on market data obtained from
sources independent of the reporting entity. Unobservable inputs are
inputs that may reflect the reporting entity's own assumptions about the
assumptions market participants would use in pricing the asset or
liability, developed based on the best information available in the
circumstances. The three-tier hierarchy of inputs is summarized in the
three broad levels: Level 1 which represents quoted prices in active
markets for identical investments; Level 2 which represents fair value
based on other significant observable inputs (including, quoted prices
for similar investments in active markets, quoted prices for identical
or similar investments in markets that are non-active, inputs other than
quoted prices that are observable for the investment (for example,
interest rates and yield curves observable at commonly quoted intervals,
volatilities, prepayment speeds, loss severities, credit risks, and
default rates) or inputs that are derived from or corroborated by
observable market data by correlation or other means); and Level 3 which
represents fair value based on significant unobservable inputs
(including the Trust's own assumptions in determining the fair value of
investments). At the date of deposit, all of the Trust's investments are
classified as Level 2; the valuation on the date of deposit was
determined by the Evaluator using offering prices provided by third-
party pricing services. The inputs used by these third party pricing
services were based upon significant observable inputs, that included,
but were not limited to, the items noted above.
(6) These Securities were issued at an original issue discount on the
following dates and at the following percentages of their original
principal amount:
Date %
__________ _______
City of Alexandria ....................................................... 02/25/2014 98.995%
City of Torrance ......................................................... 04/17/2014 97.577%
The Educational Building Authority of the City of Homewood (Alabama) ..... 07/29/2013 97.703%
Imperial Community College District ...................................... 03/19/2014 98.091%
Lehigh County Authority .................................................. 08/07/2013 95.781%
Lincoln Unified School District .......................................... 04/15/2014 97.187%
Louisville/Jefferson County Metro Government ............................. 09/26/2013 96.581%
Massachusetts Development Finance Agency ................................. 05/09/2013 98.500%
North Carolina Medical Care Commission ................................... 11/03/2010 95.979%
Village of Franklin Park ................................................. 05/02/2013 98.010%
Washington Higher Education Facilities Authority ......................... 12/20/2013 98.812%
(7) Insurance has been obtained on this Security. Such insurance coverage
continues in force so long as a Security is outstanding and the insurer
remains in business. For securities with credit support from third party
guarantees, the rating reflects the greater of the underlying rating of
the issuer or the insured rating. See "Risk Factors" in the prospectus
for a discussion of risks of investing in insured Securities.
</FN>
Page 11
The First Trust Combined Series
The First Trust Combined Series Defined.
We, First Trust Portfolios L.P. (the "Sponsor"), have created hundreds
of similar yet separate series of an investment company which we have
named The First Trust Combined Series. The series to which this
prospectus relates, The First Trust Combined Series 443, consists of a
single portfolio known as Tax Exempt Municipal Income Trust, Series 281.
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 between First Trust Portfolios L.P., as Sponsor,
The Bank of New York Mellon as Trustee, FTP Services LLC ("FTPS") as
FTPS Unit Servicing Agent 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 1-800-621-1675, EXT. 1.
How We Created the Trust.
On the Initial Date of Deposit, we deposited municipal bonds and/or
contracts for municipal bonds (including a letter of credit or the
equivalent) 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 under
"Schedule of Investments"), adjusted to reflect the occurrence of an
event which affects the capital structure of the issuer of a Security or
a sale of a Security made as described in "Removing Securities from the
Trust."
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 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 will mature or may be
redeemed prior to the Termination Date or 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 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 such 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 sales charge
resulting from the failed contract on the next Distribution Date. Any
Replacement Security the Trust acquires will meet requirements specified
in the Indenture.
Page 12
Portfolio
Objectives.
The Trust seeks to distribute income that is exempt from federal and, in
certain instances, state and local income taxes and to preserve capital
by investing in a portfolio of investment grade tax-exempt municipal
bonds.
Municipal Bond Basics.
A municipal bond is a debt obligation of a state and/or local government
entity which is used to help build America's infrastructure by raising
money to finance public projects such as new hospitals, schools and
improved roads. In return, investors in tax-exempt municipal bonds
receive earnings which are free from federal income taxes and, in some
cases, state and local income taxes. Because of their low correlation to
many other fixed-income and equity assets, municipal bonds can also
provide diversification benefits within an investor's portfolio.
Municipal bonds have historically had a very low overall default rate as
compared to corporate bonds. According to data from Moody's, the
historical default rate of Moody's-rated municipal bonds is lower than
that of corporate bonds in every rating category. In fact, despite the
economic struggles facing many states and municipalities, investment
grade municipal bonds have experienced significantly lower default rates
than even the highest rated corporate bonds.
One reason for the historically lower default rates has been due to the
relatively more stable revenue streams of municipalities, which have the
ability to levy taxes to offset declining revenues. Corporate revenues,
on the other hand, can be more volatile as they have fewer ways to
increase revenues during difficult economic periods. Of course, given
the current economic environment, there can be no assurance that the
default rate for municipal bonds will not rise or that volatility will
not increase.
Tax-Advantaged Income.
Tax-exempt municipal bonds provide investors with significant tax
savings. For investors in higher tax brackets, municipals can offer
greater after-tax yields than taxable debt securities of similar
maturities and credit quality, including Treasuries and corporate bonds.
Taxable-equivalent yields represent the amount of pre-tax return an
investor would need to earn in a taxable investment in order to equal
that of a tax-exempt investment. Using a tax-exempt municipal bond with
a 4.00% yield as an example, if an investor is in the 25% federal tax
bracket, the 4.00% yield has a taxable equivalent yield of 5.33%. In
other words, an investor would need to get a 5.33% yield from a taxable
bond to equal the 4.00% payout of the tax-free municipal bond. This
example is for illustrative purposes only and should not be considered
indicative of the yields of the bonds which may be included in the
Trust. Note that the federal tax rates do not reflect any (i) federal
limitations on the amount of allowable itemized deductions, phase-outs
of personal or dependent exemption credits or any other credits, (ii)
alternative minimum taxes or any taxes other than federal personal
income taxes, or (iii) state or local taxes.
As of the Initial Date of Deposit, all of the Securities were rated "BBB-
" or better by Standard & Poor's, or of comparable quality by another
nationally recognized statistical rating organization. See "Description
of Bond Ratings." After the Initial Date of Deposit, a Security's rating
may be lowered. This would not immediately cause the Security to be
removed from the Trust, but may be considered by us in determining
whether to direct the Trustee to dispose of such Security. See "Removing
Securities from the Trust."
Alternative Minimum Tax. The Securities included in the Trust's
portfolio are exempt from the alternative minimum tax.
The Trust has an expected life of approximately 10.15 years. A
diversified portfolio helps to offset the risks normally associated with
such an investment, although it does not eliminate them entirely. Of
course, as with any similar investments, there can be no guarantee that
the objectives of the Trust will be achieved. See "Risk Factors" for a
discussion of the risks of investing in the Trust.
Estimated Returns
The Estimated Current and Long-Term Returns set forth in the "Summary of
Essential Information" are estimates and are designed to be comparative
rather than predictive. We cannot predict your actual return, which will
vary with Unit price, how long you hold your investment and with changes
in the portfolio, interest income and expenses. In addition, neither
rate reflects the true return you will receive, which will be lower,
because neither includes the effect of certain delays in distributions
with respect to when the Securities pay interest and when distributions
are paid by the Trust. Estimated Current Return equals the estimated
Page 13
annual interest income to be received from the Securities less estimated
annual Trust expenses, divided by the Public Offering Price per Unit
(which includes the initial sales charge). Estimated Long-Term Return is
a measure of the estimated return over the estimated life of the Trust
and is calculated using a formula which (1) factors in the market
values, yields (which take into account the amortization of premiums and
the accretion of discounts) and estimated retirements of the Securities,
and (2) takes into account a compounding factor, the sales charge and
expenses. Unlike Estimated Current Return, Estimated Long-Term Return
reflects maturities, discounts and premiums of the Securities in the
Trust. We will provide you with estimated cash flows for the Trust at no
charge upon your request.
Risk Factors
Price Volatility. The Trust invests in municipal bonds. The value of the
Securities will decline with increases in interest rates, not only
because increases in rates generally decrease values, but also because
increased rates may indicate an economic slowdown. An economic slowdown,
or a reduction in an issuer's creditworthiness, may result in the issuer
being unable to maintain earnings at a level sufficient to maintain
interest and principal payments. The value of the Securities will also
fluctuate with changes in investors' perceptions of an issuer's
financial condition or the general condition of the municipal bond
market, changes in inflation rates or when political or economic events
affecting the issuers occur.
Because the Trust is not managed, the Trustee will not sell Securities
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 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.
Interest. There is no guarantee that the issuers of the Securities will
be able to satisfy their interest payment obligations to the Trust over
the life of the Trust.
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, 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.
The markets for credit instruments, including municipal and corporate
bonds, have experienced periods of extreme illiquidity and volatility
since the latter half of 2007. Liquidity in the municipal and corporate
bond markets (the ability to buy and sell bonds readily) has been
reduced. General market uncertainty and consequent repricing risk have
led to market imbalances of sellers and buyers, which in turn have
resulted in significant valuation uncertainties in a variety of debt
securities, including municipal and corporate bonds. In addition, during
2008, several major dealers of municipal and corporate bonds exited the
Page 14
market via acquisition or bankruptcy. These conditions resulted, and in
many cases continue to result in, greater volatility, less liquidity,
widening credit spreads and a lack of price transparency, with many debt
securities remaining illiquid and of uncertain value. These market
conditions may make valuation of some of the Trust's Securities
uncertain and/or result in sudden and significant valuation increases or
declines in its holdings. During times of reduced market liquidity, such
as at the present, the Trust may not be able to sell Securities readily
at prices reflecting the values at which the Securities are carried on
the Trust's books. Sales of large blocks of securities by market
participants, such as the Trust, that are seeking liquidity can further
reduce security prices in an illiquid market.
In response to the current national economic downturn, governmental cost
burdens may be reallocated among federal, state and local governments.
In addition, laws enacted in the future by Congress or state
legislatures or referenda could extend the time for payment of principal
and/or interest, or impose other constraints on enforcement of such
obligations, or on the ability of municipalities to levy taxes. Issuers
of municipal securities might seek protection under the bankruptcy laws.
Municipal Securities. The Trust invests in tax-exempt municipal bonds.
Municipal bonds are debt obligations issued by states or political
subdivisions or authorities of states. Municipal bonds are typically
designated as general obligation bonds, which are general obligations of
a governmental entity that are backed by the taxing power of such
entity, or revenue bonds, which are payable from the income of a
specific project or authority and are not supported by the issuer's
power to levy taxes. Municipal bonds are long-term fixed rate debt
obligations that generally decline in value with increases in interest
rates, when an issuer's financial condition worsens or when the rating
on a bond is decreased. Many municipal bonds may be called or redeemed
prior to their stated maturity, an event which is more likely to occur
when interest rates fall. In such an occurrence, you may not be able to
reinvest the money you receive in other bonds that have as high a yield
or as long a maturity.
Many municipal bonds are subject to continuing requirements as to the
actual use of the bond proceeds or manner of operation of the project
financed from bond proceeds that may affect the exemption of interest on
such bonds from federal income taxation. The market for municipal bonds
is generally less liquid than for other securities and therefore the
price of municipal bonds may be more volatile and subject to greater
price fluctuations than securities with greater liquidity. In addition,
an issuer's ability to make income distributions generally depends on
several factors including the financial condition of the issuer and
general economic conditions. Any of these factors may negatively impact
the price of municipal bonds held by the Trust and would therefore
impact the price of both the Securities and the Units. The current
economic downturn is negatively affecting towns, counties and school
districts across the nation. In recognition of this fact, Moody's
recently assigned a negative outlook to the creditworthiness of all
local governments in the United States.
Acts of terrorism and any resulting damage may not be covered by
insurance on the bonds. Issuers of the bonds may therefore be at risk of
default due to losses sustained as a result of terrorist activities.
General Obligation and Revenue Bonds. General obligation bonds are
general obligations of a governmental entity that are backed by the
taxing power of such entity. All other Securities in the Trust are
revenue bonds payable from the income of a specific project or authority
and are not supported by the issuer's power to levy taxes. General
obligation bonds are secured by the issuer's pledge of its faith, credit
and taxing power for the payment of principal and interest. Revenue
bonds, on the other hand, are payable only from the revenues derived
from a particular facility or class of facilities or, in some cases,
from the proceeds of a special excise tax or other specific revenue
source. There are, of course, variations in the security of the
different bonds, both within a particular classification and between
classifications, depending on numerous factors.
Education Revenue Bonds. Certain of the Securities are considered
education revenue bonds. Education revenue bonds are payable from and
secured by revenues derived from the operation of schools, colleges and
universities and whose revenues are derived mainly from ad valorem
taxes, or for higher education systems, or from tuition, dormitory
revenues, grants and endowments. General problems relating to school
bonds include litigation contesting the state constitutionality of
financing public education in part from ad valorem taxes, thereby
creating a disparity in educational funds available to schools in
wealthy areas and schools in poor areas. Litigation or legislation on
this issue may affect the sources of funds available for the payment of
school bonds in the Trust. General problems relating to college and
university obligations would include the prospect of a declining
percentage of the population consisting of "college" age individuals,
possible inability to raise tuitions and fees sufficiently to cover
increased operating costs, the uncertainty of continued receipt of
Federal grants and state funding and new government legislation or
regulations which may adversely affect the revenues or costs of such
issuers. All of such issuers have been experiencing certain of these
problems in varying degrees.
Health Care Revenue Bonds. Certain of the Securities are considered
health care revenue bonds. Ratings of bonds issued for health care
facilities are sometimes based on feasibility studies that contain
projections of occupancy levels, revenue and expenses. A facility's
gross receipts and net income available for debt service may be affected
by future events and conditions including among other things, demand for
services, the ability of the facility to provide the services required,
Page 15
physicians' confidence in the facility, management capabilities,
competition with other hospitals, efforts by insurers and governmental
agencies to limit rates, legislation establishing state rate-setting
agencies, expenses, government regulation, the cost and possible
unavailability of malpractice insurance and the termination or
restriction of governmental financial assistance, including that
associated with Medicare, Medicaid and other similar third party payor
programs.
Lease Obligation Revenue Bonds. Certain of the Securities are lease
obligations issued for the most part by governmental authorities that
have no taxing power or other means of directly raising revenues.
Rather, the governmental authorities are financing vehicles created
solely for the construction of buildings (schools, administrative
offices, convention centers and prisons, for example) or the purchase of
equipment (police cars and computer systems, for example) that will be
used by a state or local government (the "lessee"). Thus, these
obligations are subject to the ability and willingness of the lessee
government to meet its lease rental payments which include debt service
on the obligations. Lease obligations are subject, in almost all cases,
to the annual appropriation risk, i.e., the lessee government is not
legally obligated to budget and appropriate for the rental payments
beyond the current fiscal year. These obligations are also subject to
construction and abatement risk in many states-rental obligations cease
in the event that delays in building, damage, destruction or
condemnation of the project prevents its use by the lessee. In these
cases, insurance provisions designed to alleviate this risk become
important credit factors. In the event of default by the lessee
government, there may be significant legal and/or practical difficulties
involved in the re-letting or sale of the project. Some of these issues,
particularly those for equipment purchase, contain the so-called
"substitution safeguard," which bars the lessee government, in the event
it defaults on its rental payments, from the purchase or use of similar
equipment for a certain period of time. This safeguard is designed to
insure that the lessee government will appropriate, even though it is
not legally obligated to do so, but its legality remains untested in
most, if not all, states.
Transportation Facility Revenue Bonds. Certain of the Securities are
considered transportation facility revenue bonds. Transportation
facility revenue bonds are obligations which are payable from and
secured by revenues derived from the ownership and operation of
facilities such as airports, bridges, turnpikes, port authorities,
convention centers and arenas. The major portion of an airport's gross
operating income is generally derived from fees received from signatory
airlines pursuant to use agreements which consist of annual payments for
leases, occupancy of certain terminal space and service fees. Airport
operating income may therefore be affected by the ability of the
airlines to meet their obligations under the use agreements. The air
transport industry is experiencing significant variations in earnings
and traffic, due to increased competition, excess capacity, increased
costs, deregulation, traffic constraints and other factors, and several
airlines are experiencing severe financial difficulties. The Sponsor
cannot predict what effect these industry conditions may have on airport
revenues which are dependent for payment on the financial condition of
the airlines and their usage of the particular airport facility.
Similarly, payment on bonds related to other facilities is dependent on
revenues from the projects, such as user fees from ports, tolls on
turnpikes and bridges and rents from buildings. Therefore, payment may
be adversely affected by reduction in revenues due to such factors as
increased cost of maintenance, decreased use of a facility, lower cost
of alternative modes of transportation, scarcity of fuel and reduction
or loss of rents.
Utility Revenue Bonds. Certain of the Securities are obligations of
issuers whose revenues are primarily derived from the sale of energy.
Utilities are generally subject to extensive regulation by state utility
commissions which, among other things, establish the rates which may be
charged and the appropriate rate of return on an approved asset base.
The problems faced by such issuers include the difficulty in obtaining
approval for timely and adequate rate increases from the governing
public utility commission, the difficulty in financing large
construction programs, the limitations on operations and increased costs
and delays attributable to environmental considerations, increased
competition, recent reductions in estimates of future demand for
electricity in certain areas of the country, the difficulty of the
capital market in absorbing utility debt, the difficulty in obtaining
fuel at reasonable prices and the effect of energy conservation. All of
such issuers have been experiencing certain of these problems in varying
degrees. In addition, Federal, state and municipal governmental
authorities may from time to time review existing legislation and impose
additional regulations governing the licensing, construction and
operation of nuclear power plants, which may adversely affect the
ability of the issuers of such bonds to make payments of principal
and/or interest on such bonds.
Water and Sewerage Revenue Bonds. Certain of the Securities are
considered water and sewerage revenue bonds. Water and sewerage revenue
bonds are obligations of issuers whose revenues are derived from the
sale of water and/or sewerage services. Water and sewerage bonds are
generally payable from user fees. Problems faced by such issuers include
the ability to obtain timely and adequate rate increases, population
decline resulting in decreased user fees, the difficulty of financing
large construction programs, the limitations on operations and increased
Page 16
costs and delays attributable to environmental considerations, the
increasing difficulty of obtaining or discovering new supplies of fresh
water, the effect of conservation programs and the impact of "no-growth"
zoning ordinances. All of such issuers have been experiencing certain of
these problems in varying degrees.
Insurance Risk. Certain of the Securities in the Trust are covered by
insurance policies obtained by the issuers or underwriters of the bonds
from insurance companies. The "Schedule of Investments" identifies the
insurer of each Security. Insurance guarantees the timely payment, when
due, of all principal and interest on the insured Securities. Such
insurance is effective so long as the insured Security is outstanding
and the insurer remains in business. Insurance relates only to the
particular Security and not to the Units offered hereby or to their
market value. Insured Securities have received the rating described in
the "Schedule of Investments" by Standard & Poor's in recognition of
such insurance. There can be no assurance that any insurer listed will
be able to satisfy its commitments in the event claims are made in the
future. Certain significant providers of insurance for municipal
securities have recently incurred significant losses as a result of
exposure to sub-prime mortgages and other lower credit quality
investments that have experienced recent defaults or otherwise suffered
extreme credit deterioration. As a result, such losses have reduced the
insurers' capital and called into question their continued ability to
perform their obligations under such insurance if they are called upon
to do so in the future. While an insured municipal security will
typically be deemed to have the rating of its insurer, if the insurer of
a municipal security suffers a downgrade in its credit rating or the
market discounts the value of the insurance provided by the insurer, the
rating of the underlying municipal security will be more relevant and
the value of the municipal security would more closely, if not entirely,
reflect such rating. In such a case, the value of insurance associated
with a municipal security would decline and may not add any value.
Insurance companies are subject to extensive regulation and supervision
where they do business by state insurance commissioners who regulate the
standards of solvency which must be maintained, the nature of and
limitations on investments, reports of financial condition, and
requirements regarding reserves for unearned premiums, losses and other
matters. A significant portion of the assets of insurance companies is
required by law to be held in reserve against potential claims on
policies and is not available to general creditors. Although the federal
government does not regulate the business of insurance, federal
initiatives including pension regulation, controls on medical care
costs, minimum standards for no-fault automobile insurance, national
health insurance, tax law changes affecting life insurance companies and
repeal of the antitrust exemption for the insurance business can
significantly impact the insurance business.
Because the insurance on the Securities, if any, will be effective so
long as the Securities are outstanding, such insurance will be taken
into account in determining the market value of the Securities and
therefore, some value attributable to such insurance will be included in
the value of the Units of the Trust. The insurance does not, however,
guarantee the market value of the Securities or of the Units.
Discount Bonds. Discount bonds are bonds which have been acquired at a
market discount from par value at maturity. The coupon interest rates on
the discount bonds at the time they were purchased and deposited in the
Trust were lower than the current market interest rates for newly issued
bonds of comparable rating and type. The market discount on previously
issued bonds will increase when interest rates for newly issued
comparable bonds increase and decrease when such interest rates fall,
other things being equal. A discount bond held to maturity will have a
larger portion of its total return in the form of taxable income and
capital gain and less in the form of tax-exempt interest income than a
comparable bond newly issued at current market rates. See "Tax Status."
Original Issue Discount Bonds. Eleven of the Securities are considered
original issue discount bonds. These bonds typically pay a lower
interest rate than comparable bonds that were issued at or above their
par value. Under current law, the original issue discount, which is the
difference between the stated redemption price at maturity and the issue
price of the bonds, is deemed to accrue on a daily basis and the accrued
portion is treated as tax-exempt interest income for Federal income tax
purposes. The Trust may also pay a premium when it buys a bond, even a
bond issued with original issue discount. The Trust may be required to
amortize the premium over the term of the bond and reduce its basis for
the bond even though it does not get any deduction for the amortization.
Therefore, sometimes the Trust may have a taxable gain when it sells a
bond for an amount equal to or less than its original tax basis.
On sale or redemption, Unit holders may receive ordinary income
dividends from the Trust if the Trust sells or redeems bonds that were
acquired at a market discount, or sells bonds at a short term capital
Page 17
gain. In general, the Internal Revenue Service will treat bonds as
market discount bonds when the cost of the bond, plus any original issue
discount that has not yet accrued, is less than the amount due to be
paid at the maturity of the bond. Any gain realized that is in excess of
the earned portion of original issue discount will be taxable as capital
gain unless the gain is attributable to market discount in which case
the accretion of market discount is taxable as ordinary income.
The current value of an original issue discount bond reflects the
present value of its stated redemption price at maturity. In a stable
interest rate environment, the market value of these bonds tends to
increase more slowly in early years and greater increments as the bonds
approach maturity.
The issuers of these bonds may be able to call or redeem a bond before
its stated maturity date and at a price less than the bond's par value.
Premium Bonds. Premium bonds are bonds which have been acquired at a
market premium from par value at maturity. The coupon interest rates on
the premium bonds at the time they were purchased and deposited in the
Trust were higher than the current market interest rates for newly
issued bonds of comparable rating and type. The current returns of such
bonds are initially higher than the current returns of comparable bonds
issued at currently prevailing interest rates because premium bonds tend
to decrease in market value as they approach maturity when the face
amount becomes payable. Because part of the purchase price is thus
returned not at maturity but through current income payments, early
redemption of a premium bond at par or early prepayments of principal
will result in a reduction in yield. Redemptions are more likely to
occur at times when the bonds have an offering side valuation which
represents a premium over par, or for original issue discount bonds, a
premium over the accreted value. To the extent that the Securities were
deposited in the Fund at a price higher than the price at which they are
redeemed, this will represent a loss of capital when compared to the
original Public Offering Price of the Units. The Trust may be required
to sell zero coupon bonds prior to maturity (at their current market
price which is likely to be less than their par value) in order to pay
expenses of the Trust or in case the Trust is terminated. See "Removing
Securities from the Trust" and "Amending or Terminating the Indenture."
Market Risk. Market risk is the risk that the value of the Securities in
the Trust will fluctuate. Market value fluctuates in response to various
factors. These can include changes in interest rates, inflation, the
financial condition of a Securities' issuer, perceptions of the issuer,
ratings on a bond, or political or economic events affecting the issuer.
Because the Trust is not managed, the Trustee will not sell Securities
in response to or in anticipation of market fluctuations, as is common
in managed investments.
Interest Rate Risk. Interest rate risk is the risk that the value of the
Securities will fall if interest rates increase. Bonds typically fall in
value when interest rates rise and rise in value when interest rates
fall. Bonds with longer periods before maturity are often more sensitive
to interest rate changes.
Credit Risk. Credit risk is the risk that a bond's issuer is unable to
meet its obligation to pay principal or interest on the bond.
Call Risk. Call risk is the risk that the issuer prepays or "calls" a
bond before its stated maturity. An issuer might call a bond if interest
rates fall and the bond pays a higher than market interest rate or if
the issuer no longer needs the money for its original purpose. If an
issuer calls a bond, the Trust will distribute the principal to you but
your future interest distributions will fall. You might not be able to
reinvest this principal in another investment with as high a yield. A
bond's call price could be less than the price the Trust paid for the
bond and could be below the bond's par value. This means you could
receive less than the amount you paid for your Units. The Trust contains
bonds that have "make whole" call options that generally cause the bonds
to be redeemable at any time at a designated price. Such bonds are
generally more likely to be subject to early redemption and may result
in the reduction of income received by the Trust. If enough bonds in the
Trust are called, the Trust could terminate early.
Bond Quality Risk. Bond quality risk is the risk that a bond will fall
in value if a rating agency decreases the bond's rating.
Liquidity Risk. Liquidity risk is the risk that the value of a bond will
fall if trading in the bond is limited or absent. No one can guarantee
Page 18
that a liquid trading market will exist for any bond because these bonds
generally trade in the over-the-counter market (they are not listed on a
securities exchange).
Legislation/Litigation. From time to time, various legislative
initiatives are proposed which may have a negative impact on the prices
of certain of the municipal bonds represented in the Trust. Any
legislation that proposes to reduce or eliminate the exemption of
interest on municipal bonds from federal income taxation would
negatively impact the value of the municipal bonds held by the Trust. In
addition, litigation regarding any of the issuers of the municipal
bonds, such as litigation affecting the validity of certain municipal
bonds or the tax-free nature of the interest thereon, may negatively
impact the share prices of these Securities. We cannot predict what
impact any pending or proposed legislation or pending or threatened
litigation will have on the prices of the Securities or of the issuers.
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 Interest and Principal Accounts of the
Trust;
- Net interest accrued but unpaid on the Securities after the First
Settlement Date to the date of settlement; and
- The sales charge.
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
value of the Interest and/or Principal Accounts and the accrual of
interest on the Securities.
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. Cash which comprises 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) has been
included in the Trust. The Sponsor will be reimbursed 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). To the
extent actual organization costs are less than the estimated amount,
only the actual organization costs will be deducted from the assets of
the Trust.
Accrued Interest.
Accrued interest represents unpaid interest on a bond from the last day
it paid interest. Interest on the Securities generally is paid
semiannually, although the Trust accrues such interest daily. Because
the Trust always has an amount of interest earned but not yet collected,
the Public Offering Price of Units will have added to it the
proportionate share of accrued interest to the date of settlement. You
will receive the amount, if any, of accrued interest you paid for on the
next Distribution Date. In addition, if you sell or redeem your Units
you will be entitled to receive your proportionate share of accrued
interest from the purchaser of your Units.
Minimum Purchase.
The minimum amount per account you can purchase of the Trust is
generally $1,000 worth of Units ($1,000 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.
Sales Charges.
Initial Offering Period. The maximum sales charge during the initial
offering period equals 3.95% of the Public Offering Price (equivalent to
4.112% of the net amount invested).
Secondary Market. The maximum sales charge during the secondary market
is determined based upon the number of years remaining to the maturity
of each Security in the Trust, but in no event will the secondary market
sales charge exceed 4.80% of the Public Offering Price (equivalent to
5.042% of the net amount invested). For purposes of computation,
Securities will be deemed to mature either on their expressed maturity
dates, or an earlier date if: (a) they have been called for redemption
or funds have been placed in escrow to redeem them on an earlier call
date; or (b) such Securities are subject to a "mandatory tender." The
effect of this method of sales charge computation will be that different
sales charge rates will be applied to each of the Securities, in
accordance with the following schedule:
Page 19
Secondary
Market
Years to Maturity Sales Charge
________________________________________________________
Less than 1 1.00%
1 but less than 2 1.50%
2 but less than 3 2.00%
3 but less than 4 2.50%
4 but less than 5 3.00%
5 but less than 6 3.25%
6 but less than 7 3.50%
7 but less than 8 3.75%
8 but less than 9 4.00%
9 but less than 10 4.50%
10 or more 4.80%
Discounts for Certain Persons.
The maximum sales charge is 3.95% per Unit and the maximum dealer
concession is 3.00% per Unit. However, if you invest at least $100,000
in Units of the Trust, including any Units purchased as described below
(except if you are purchasing for "Fee Accounts" as described below),
the maximum sales charge per Unit for the amount of the investment
eligible to receive the reduced sales charge is as follows:
The Maximum Dealer
If you invest Sales Charge Concession
in thousands):* will be: per Unit
will be:
___________________________________________________________
$100 but less than $250 3.70% 2.75%
$250 but less than $500 3.45% 2.50%
$500 but less than $1,000 3.15% 2.25%
$1,000 but less than $5,000 2.95% 2.10%
$5,000 or more 1.85% 1.00%
* 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 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 same day
purchases of Units 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
charge 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 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% per Unit (for an investment in Units of $5,000,000 or
more, the maximum sales charge will be reduced by 2.10% per Unit), 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 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 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 purchase Units
at the Public Offering Price less the maximum applicable concession the
Sponsor typically allows to the selling broker/dealer (either non-
Page 20
Underwriter or Underwriter concession, whichever is greater). These
Units will be designated as Fee Account Units and assigned a Fee Account
CUSIP Number. 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 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.
The Value of the Securities.
The Evaluator will appraise 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:
a) On the basis of current market offering prices for the Securities
obtained from dealers or brokers who customarily deal in bonds
comparable to those held by the Trust;
b) If such prices are not available for any of the Securities, on the
basis of current market offering prices of comparable bonds;
c) By determining the value of the Securities on the offering side of
the market by appraisal; or
d) By any combination of the above.
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. The
offering price of the Securities may be expected to be greater than
their bid price by approximately 1-3% of the aggregate principal amount
of such Securities.
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 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
represent a concession or agency commission of 3.00% per Unit during the
Initial Offering Period (80% of the maximum sales charge for secondary
market sales), subject to the reduced concession applicable to volume
purchases as set forth in "Public Offering-Discounts for Certain
Persons." However, for Units purchased using redemption or termination
proceeds, the concession or agency commission will be 2.10% per Unit
(1.00% per Unit for an investment in Units of $5,000,000 or more).
Eligible dealer firms and other selling agents who sell at least 250
Units on the Initial Date of Deposit will be entitled to the following
additional concessions during the initial offering period:
Aggregate Number Additional
of Units Sold:* Concession
per Unit
________________________________________________________
250 but less than 1,000 0.10%
1,000 but less than 5,000 0.20%
5,000 but less than 10,000 0.25%
10,000 or more 0.30%
* Additional dealer concessions also apply on a dollar basis using a
$1,000 Unit equivalent and will be applied on whichever basis is more
favorable to the dealer firm or other selling agent. For example, if a
dealer sells between $250,000 and $999,999 worth of Units on the Initial
Date of Deposit, the additional concession per Unit will be 0.10%.
Underwriters other than the Sponsor who sell Units of the Trust to other
broker/dealers and selling agents will do so at the Public Offering
Price per Unit less a concession or agency commission which is not in
excess of the underwriter concession allowed to the Underwriters by the
Sponsor as described under "Underwriting Concessions" below. In certain
instances, a broker/dealer or selling agent may receive a concession
Page 21
from an Underwriter which is greater than they would receive based on
the table set forth above. In addition, dealers and other selling agents
may sell Units of the Trust to other broker/dealers and other selling
agents at the Public Offering Price less a concession or agency
commission not in excess of the dealer concessions set forth above.
In addition, 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 Fee Account Units, 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 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 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.
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.
Page 22
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 Publications, 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.
Underwriting Concessions
The Agreement Among Underwriters provides that a public offering of the
Units of each Trust will be made at the Public Offering Price described
in the prospectus. Units may also be sold to or through dealers and
other selling agents during the initial offering period and in the
secondary market at prices representing a concession or agency
commission as described in "Distribution of Units."
The Sponsor will receive from the Underwriters the excess over the gross
sales commission contained in the following table:
Underwriting
Aggregate Number Concession
of Units Underwritten:* Per Unit
_______________________________________________________
250 but less than 1,000 3.10%
1,000 but less than 5,000 3.20%
5,000 but less than 10,000 3.25%
10,000 or more 3.30%
* Underwriting concessions also apply on a dollar basis using a $1,000
Unit equivalent and will be applied on whichever basis is more favorable
to the Underwriter. For example, if an Underwriter underwrites Units
valued between $250,000 and $999,999 on the Initial Date of Deposit, the
underwriting concession per Unit will be 3.10%.
An Underwriter will be allowed a concession equal to the Underwriter
concession allowed to such firm on the Initial Date of Deposit for
subsequent purchases of Units of the Trust from the Sponsor.
Any reduced sales charge for quantity purchases listed under "Discounts
for Certain Persons" is the responsibility of the Underwriter making the
sale.
In addition to any other benefits that the Underwriters may realize from
the sale of the Units of the Trust, the Agreement Among Underwriters
provides that the Sponsor will share with the other Underwriters, on a
pro rata basis, 50% of the net gain, if any, represented by the
difference between the Sponsor's cost of the Securities in connection
with their acquisition and the Aggregate Offering Price thereof on the
Initial Date of Deposit, less a charge for acquiring the Securities in
the portfolio and for the Sponsor maintaining a secondary market for the
Units. Underwriters are not, however, eligible to receive the additional
dealer concession in connection with sales of 250 or more Units of this
Trust as set forth in "Distribution of Units."
Underwriting
Number
Name and Address of Units
___________________________________________________________
Sponsor:
First Trust Portfolios L.P. 90
120 East Liberty Drive
Wheaton, Illinois 60187
Underwriters:
Southwest Securities, Inc. 5,400
1201 Elm Street, Suite 4300
Dallas, Texas 75270
_____
5,490
=====
The Sponsor's Profits
We will receive a gross sales commission equal to the maximum sales
charge per Unit for the Trust less any reduction as stated in "Public
Offering." 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.
Page 23
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).
How We Purchase Units
The Trustee (or the FTPS Unit Servicing Agent in the case of FTPS Units)
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 (or the FTPS Unit Servicing Agent in the
case of FTPS Units) may sell Units tendered for redemption 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 Interest Account of the Trust if funds are available, and then from
the Principal Account. The Interest and Principal 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 Portfolio
Supervisor and Evaluator and will be compensated for providing portfolio
supervisory services and evaluation services as well 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. In addition, the Portfolio Supervisor may, at its
own expense, employ one or more sub-Portfolio Supervisors to assist in
providing services to the Trust. The Portfolio Supervisor has employed
BondWave, LLC ("BondWave"), an affiliate of the Sponsor, as sub-
Portfolio Supervisor. BondWave, based in Wheaton, Illinois, specializes
in providing strategies and solutions for the management of fixed-income
investments. 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.
FTP Services LLC, an affiliate of ours, acts as FTPS Unit Servicing
Agent to the Trust with respect to the Trust's FTPS Units. FTPS Units
are Units which are purchased and sold through the Fund/SERV(R) trading
system or on a manual basis through FTP Services LLC. In all other
respects, FTPS Units are identical to other Units. FTP Services LLC will
be compensated for providing shareholder services to the FTPS Units.
The fees payable to First Trust Advisors L.P., FTP Services LLC 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 fees paid to us
or our affiliate for providing services to all unit investment trusts be
more than the actual cost of providing such services in such year.
In addition to the Trust's operating expenses, and the fees set forth
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; and/or
Page 24
- 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 Interest or
Principal Account, the Trustee has the power to sell Securities to make
cash available to pay these charges. These sales may result in capital
gains or losses to the Unit holders. 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 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 intends to qualify as a "regulated investment company,"
commonly known as a "RIC," under the federal tax laws. If the Trust
qualifies as a RIC and distributes its income as required by the tax
law, the Trust generally will not pay federal income taxes.
For federal income tax purposes, you are treated as the owner of Trust
Units and not of the assets held by the Trust. Taxability issues are
taken into account at the trust level. Your federal income tax treatment
of income from the Trust is based on the distributions paid by the Trust.
Income From the Trust.
After the end of each year, you will receive a tax statement that
separates the Trust's distributions into ordinary dividends, capital
gains dividends, returns of capital and exempt-interest dividends.
Exempt-interest dividends generally are excluded from your gross income
for federal income tax purposes. Some or all of the exempt-interest
dividends, however, may be taken into account in determining your
alternative minimum tax and may have other tax consequences (e.g., they
may affect the amount of your social security benefits that are taxed).
Income reported is generally net of expenses (but see Deductibility of
Trust Expenses, below). Ordinary income distributions are generally
taxed at your ordinary tax rate. Generally, you will treat all capital
gains dividends as long-term capital gains regardless of how long you
have owned your Units. To determine your actual tax liability for your
capital gains dividends, you must calculate your total net capital gain
or loss for the tax year after considering all of your other taxable
transactions, as described below. In addition, the Trust may make
distributions that represent a return of capital for tax purposes and
thus will generally not be taxable to you. The tax status of your
distributions from the Trust is not affected by whether you reinvest
your distributions in additional Units or receive them in cash. The
income from the Trust that you must take into account for federal income
tax purposes is not reduced by amounts used to pay a deferred sales
charge, if any. The tax laws may require you to treat distributions made
to you in January as if you had received them on December 31 of the
previous year.
Under the "Health Care and Education Reconciliation Act of 2010," income
from the Trust may also be subject to a new 3.8% "Medicare tax" imposed
for taxable years beginning after 2012. 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.
Interest that is excluded from gross income and exempt-interest
dividends from the Trust are generally not included in your net
investment income for purposes of this tax.
Dividends Received Deduction.
A corporation that owns Units generally will not be entitled to the
dividends received deduction with respect to dividends received from the
Trust because the dividends received deduction is generally not
available for distributions from regulated investment companies.
Page 25
Sale or Redemption of Units.
If you sell or redeem your Units, you will generally recognize a taxable
gain or loss. To determine the amount of this gain or loss, you must
subtract your tax basis in your Units from the amount you receive in the
transaction. Your tax basis in your Units is generally equal to the cost
of your Units, generally including sales charges. In some cases,
however, you may have to adjust your tax basis after you purchase your
Units. Further, if you hold your Units for six months or less, any loss
incurred by you related to the disposition of such a Unit will be
disallowed to the extent of the exempt-interest dividends you received.
The information statement you receive in regard to the sale or
redemption of your Units may contain information about your basis in the
Units and whether any gain or loss recognized by you should be
considered long term or short term capital gain. The information
reported to you is based upon rules that do not take into consideration
all facts that may be known to you or your advisors. You should consult
with your tax advisors about any adjustments that may need to be made to
the information reported to you.
Capital Gains and Losses.
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. If you hold a Unit for six months or less, any loss incurred by
you related to the disposition of such Unit will be disallowed to the
extent of the exempt-interest dividends you received, except in the case
of a regular dividend paid by the Trust if the Trust declares exempt-
interest dividends on a daily basis in an amount equal to at least 90%
of its net tax-exempt interest and distributes such dividends on a
monthly or more frequent basis. To the extent, if any, it is not
disallowed, it will be recharacterized as long-term capital loss to the
extent of any capital gain dividend received. The tax rates for capital
gains realized from assets held for one year or less are generally the
same as for ordinary income. The Internal Revenue Code treats certain
capital gains as ordinary income in special situations.
Capital gain received from assets held for more than one year that is
considered "unrecaptured section 1250 gain" is taxed at a maximum stated
tax rate of 25%. In the case of capital gains dividends, the
determination of which portion of the capital gains dividend, if any, is
subject to the 25% tax rate, will be made based on rules prescribed by
the United States Treasury.
Exempt-Interest Dividends.
A RIC may report any portion of a dividend (other than a capital gain
dividend) as an "exempt-interest dividend," if at least half of the
RIC's assets consist of tax-exempt state and local bonds. In the case of
a qualified fund of funds, the RIC may pay exempt-interest dividends
without regard to the requirement that at least 50% of the value of its
total assets consist of tax-exempt state and local bonds. For this
purpose, a qualified fund of funds means a RIC at least 50% of the value
of the total assets of which (at the close of each quarter of the
taxable year) is represented by interests in other RICs. The Unit holder
treats an exempt-interest dividend as an item of tax-exempt interest.
The Trust intends to qualify as a regulated investment company that may
pay exempt-interest dividends under the rules described above. If the
Trust in fact so qualifies, some or all of a dividend paid by the Trust
may be treated as an exempt-interest dividend.
Deductibility of Trust Expenses.
Expenses incurred and deducted by the Trust will generally not be
treated as income taxable to you. In some cases, however, you may be
required to treat your portion of these Trust expenses as income. In
these cases you may be able to take a deduction for these expenses.
However, certain miscellaneous itemized deductions, such as investment
expenses, may be deducted by individuals only to the extent that all of
these deductions exceed 2% of the individual's adjusted gross income.
Also, certain individuals may also be subject to a phase-out of the
deductibility of itemized deductions based upon their income. Further,
because the Trust pays exempt-interest dividends, which are treated as
exempt interest for federal income tax purposes, you will not be able to
deduct some of your interest expense for debt that you incur or continue
to purchase or carry your Units.
Foreign Investors.
If you are a foreign investor (i.e., an investor other than a U.S.
citizen or resident or a U.S. corporation, partnership, estate or
trust), you should be aware that, generally, subject to applicable tax
treaties, distributions from the Trust will be characterized as
dividends for federal income tax purposes (other than dividends which
the Trust properly reports as capital gain dividends) and, other than
exempt-interest dividends, will be subject to U.S. income taxes,
Page 26
including withholding taxes, subject to certain exceptions described
below. However, except as described below, distributions received by a
foreign investor from the Trust that are properly reported by such Trust
as capital gain dividends may not be subject to U.S. federal income
taxes, including withholding taxes, provided that the Trust makes
certain elections and certain other conditions are met.
Distributions after June 30, 2014 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 consult your tax advisor regarding potential foreign, state
or local taxation with respect to your Units.
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. If you purchase or hold FTPS Units, your ownership
of FTPS Units will be recorded in book-entry form on the register of
Unit holdings maintained by the FTPS Unit Servicing Agent. 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., or otherwise will be accomplished by book entries made by the FTPS
Unit Servicing Agent, with respect to FTPS Units. 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 or from the FTPS Unit Servicing Agent if
you purchased and hold FTPS Units. You may transfer your Units by
contacting the broker/dealer or bank through which you hold your Units,
or the FTPS Unit Servicing Agent, if you hold FTPS Units.
Unit Holder Reports.
The Trustee will prepare a statement detailing the per Unit amounts (if
any) distributed from the Interest Account and Principal 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
- 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.
Interest and Principal
Distributions
You will begin receiving distributions on your Units only after you
become a Record Owner. The Trustee will credit interest received on the
Trust's Securities to the Interest Account of the Trust. All other
receipts, such as return of capital or capital gain dividends, are
credited to the Principal Account of the Trust.
After deducting the amount of accrued interest the Trustee advanced to
us as Unit holder of record as of the First Settlement Date, the Trustee
will distribute to Unit holders of record on the next and each following
Distribution Record Date an amount substantially equal to their pro rata
share of the balance of the Interest Account calculated on the basis of
the interest accrued per Unit on the Securities from and including the
preceding Distribution Record Date, after deducting estimated expenses.
See "Summary of Essential Information" for the Trust. The amount of the
initial distribution from the Interest Account will be prorated based on
the number of days in the first payment period. Because interest is not
received by the Trust at a constant rate throughout the year, the
distributions you receive may be more or less than the amount credited
Page 27
to the Interest Account as of the Distribution Record Date. In order to
minimize fluctuations in distributions, the Trustee is authorized to
advance such amounts as may be necessary to provide distributions of
approximately equal amounts. The Trustee will be reimbursed, without
interest, for any such advances from funds in the Interest Account at
the next Distribution Record Date to the extent funds available exceed
the amount required for distribution. The Trustee will distribute
amounts in the Principal Account on the twenty-fifth day of each month
to Unit holders of record on the tenth day of each month provided the
amount equals at least $1.00 per Unit. However, amounts in the Principal
Account from the sale of Securities designated to meet redemptions of
Units or pay expenses will not be distributed. 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."
Within a reasonable time after the Trust is terminated you will receive
the pro rata share of the money from the disposition of the Securities.
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.
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 or to the FTPS Unit Servicing Agent, if you hold FTPS
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 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, or, if you hold FTPS Units, the date
the redemption request is received by the FTPS Unit Servicing Agent (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 interest will be withdrawn
from the Interest Account if funds are available for that purpose, or
from the Principal Account. All other amounts paid on redemption will be
taken from the Principal Account. 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 "Interest and Principal
Distributions."
The Trustee may sell Securities in the Trust 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 Interest and Principal Accounts of the Trust not
designated to purchase Securities;
2. the aggregate underlying value of the Securities held in the Trust; and
3. accrued interest on the Securities; 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
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dividing
1. the result by the number of outstanding Units of the Trust.
Until they are collected, the Redemption Price per Unit will include
estimated organization costs as set forth under "Fee Table."
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 has defaulted in the payment of principal
or interest on the Security;
- Any action or proceeding seeking to restrain or enjoin the payment of
principal or interest on the Security has been instituted;
- 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 principal or interest on the Security, 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;
- The Security is the subject of an advanced refunding;
- The sale of Securities is necessary or advisable (i) in order to
maintain the qualification of the Trust as a "regulated investment
company" 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;
- Such factors arise which, in our opinion, adversely affect the tax or
exchange control status of the Security;
- 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; 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.
If a Security defaults in the payment of principal or interest and no
provision for payment is made, the Trustee must notify us of this fact.
If we fail to instruct the Trustee whether to sell or hold the Security
within 30 days of our being notified, the Trustee may, in its
discretion, sell any defaulted Securities and will not be liable for any
depreciation or loss incurred thereby.
Except for instances in which the Trust acquires Replacement Securities
as described in "The First Trust Combined Series," the Trust will
generally not acquire any bonds or other property other than the
Securities. The Trustee, on behalf of the Trust and at the direction of
the Sponsor, will vote for or against any offer for new or exchanged
bonds or property in exchange for a Security. In that regard, we may
instruct the Trustee to accept such an offer or to take any other action
with respect thereto as we may deem proper if the issuer is in default
with respect to such Securities or in our written opinion the issuer
will likely default in respect to such Securities in the foreseeable
future. Any obligations received in exchange or substitution will be
held by the Trustee subject to the terms and conditions in the Indenture
to the same extent as Securities originally deposited in the Trust. We
may get advice from the Portfolio Supervisor before reaching a decision
regarding the receipt of new or exchange securities or property. The
Trustee may retain and pay us or an affiliate of ours to act as agent
for the Trust to facilitate selling Securities, exchanged bonds 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. We will maintain a list with the Trustee of which
Securities should be sold. We may consider sales of units of unit
investment trusts which we sponsor in making recommendations to the
Trustee on the selection of broker/dealers to execute the Trust's
portfolio transactions, or when acting as agent for the Trust in
acquiring or selling Securities on behalf of the Trust.
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;
Page 29
- 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 upon
the redemption, sale or other disposition of the last Security held in
the Trust, but in no case later than the Termination Date as stated in
the "Summary of Essential Information." The Trust may be terminated
prior to the Termination Date:
- Upon the consent of 100% of the Unit holders of the Trust;
- If the value of the Securities owned by the Trust as shown by any
evaluation is less than 20% of the aggregate principal amount 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 such 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. For various reasons, the Trust may be reduced below
the Discretionary Liquidation Amount and could therefore be terminated
before the Termination Date.
The Trustee will notify you of any termination prior to the Termination
Date. You will receive a cash distribution from the sale of the
remaining Securities, along with your interest in the Interest and
Principal Accounts of the Trust, within a reasonable time after the
Trust is terminated. The sale of Securities upon termination may result
in a lower sales price than might otherwise be realized if the sale were
not required at that time. For this reason, among others, the amount
realized by a Unit holder upon termination may be less than the
principal amount of Securities per Unit or value at the time of
purchase. 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, FTPS Unit Servicing
Agent 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 $235
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, 2013, the total consolidated partners' capital of
First Trust Portfolios L.P. and subsidiaries was $56,474,953 (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
Page 30
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.
The FTPS Unit Servicing Agent.
The FTPS Unit Servicing Agent is FTP Services LLC, an Illinois limited
liability company formed in 2005 and an affiliate of the Sponsor. FTP
Services LLC acts as record keeper, shareholder servicing agent and
distribution agent for Units which are purchased and sold through the
Fund/SERV(R) trading system or on a manual basis through FTP Services
LLC. FTP Services LLC provides FTPS Units with administrative and
distribution related services as described in this prospectus. The FTPS
Unit Servicing Agent's address is 120 East Liberty Drive, Wheaton,
Illinois 60187. If you have questions regarding the FTPS Units, you may
call the FTPS Unit Servicing Agent at (866) 514-7768. The FTPS Unit
Servicing Agent has not participated in selecting the Securities; it
only provides administrative services to the FTPS Units. Fund/SERV(R) is
a service of National Securities Clearing Corporation, a subsidiary of
The Depository Trust & Clearing Corporation.
Limitations of Liabilities of Sponsor, FTPS Unit Servicing Agent and
Trustee.
Neither we, the FTPS Unit Servicing Agent 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 in the FTPS Unit Servicing
Agent's and 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, the FTPS Unit Servicing Agent 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,
the FTPS Unit Servicing Agent 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.
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, has been audited by Deloitte &
Touche LLP, an independent registered public accounting firm, as stated
in their report appearing herein, and is 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 risk information about the Trust.
Page 31
Description of Bond Ratings*
* As published by Standard & Poor's.
Standard & Poor's.
A Standard & Poor's issue credit rating is a forward-looking opinion
about the creditworthiness of an obligor with respect to a specific
financial obligation, a specific class of financial obligations, or a
specific financial program (including ratings on medium-term note
programs and commercial paper programs). It takes into consideration the
creditworthiness of guarantors, insurers, or other forms of credit
enhancement on the obligation and takes into account the currency in
which the obligation is denominated. The opinion reflects Standard &
Poor's view of the obligor's capacity and willingness to meet its
financial commitments as they come due, and may assess terms, such as
collateral security and subordination, which could affect ultimate
payment in the event of default.
Issue credit ratings can be either long-term or short-term. Short-term
ratings are generally assigned to those obligations considered short-
term in the relevant market. In the United States, for example, that
means obligations with an original maturity of no more than 365 days-
including commercial paper. Short-term ratings are also used to indicate
the creditworthiness of an obligor with respect to put features on long-
term obligations. The result is a dual rating, in which the short-term
rating addresses the put feature, in addition to the usual long-term
rating. Medium-term notes are assigned long-term ratings.
Long-Term Issue Credit Ratings.
Issue credit ratings are based, in varying degrees, on the following
considerations:
1. Likelihood of payment: capacity and willingness of the obligor to
meet its financial commitment on an obligation in accordance with the
terms of the obligation;
2. Nature of and provisions of the obligation;
3. Protection afforded by, and relative position of, the obligation in
the event of bankruptcy, reorganization, or other arrangement under the
laws of bankruptcy and other laws affecting creditors' rights.
The issue rating definitions are an assessment of default risk, but may
incorporate an assessment of relative seniority or ultimate recovery in
the event of default. Junior obligations are typically rated lower than
senior obligations, to reflect the lower priority in bankruptcy, as
noted above. (Such differentiation may apply when an entity has both
senior and subordinated obligations, secured and unsecured obligations,
or operating company and holding company obligations.)
AAA An obligation rated "AAA" has the highest rating assigned by
Standard & Poor's. The obligor's capacity to meet its financial
commitment on the obligation is extremely strong.
AA An obligation rated "AA" differs from the highest rated obligations
only to a small degree. The obligor's capacity to meet its financial
commitment on the obligation is very strong.
A An obligation rated "A" is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than
obligations in higher rated categories. However, the obligor's capacity
to meet its financial commitment on the obligation is still strong.
BBB An obligation rated "BBB" exhibits adequate protection parameters.
However, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity of the obligor to meet its
financial commitment on the obligation.
Obligations rated "BB," "B," "CCC," "CC" and "C" are regarded as having
significant speculative characteristics. "BB" indicates the least degree
of speculation and "C" the highest. While such obligations will likely
have some quality and protective characteristics, these may be
outweighed by large uncertainties or major exposures to adverse
conditions.
BB An obligation rated "BB" is less vulnerable to nonpayment than other
speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions which
could lead to the obligor's inadequate capacity to meet its financial
commitment on the obligation.
B An obligation rated "B" is more vulnerable to nonpayment than
obligations rated "BB," but the obligor currently has the capacity to
meet its financial commitment on the obligation. Adverse business,
financial, or economic conditions will likely impair the obligor's
capacity or willingness to meet its financial commitment on the
obligation.
CCC An obligation rated "CCC" is currently vulnerable to nonpayment, and
is dependent upon favorable business, financial, and economic conditions
for the obligor to meet its financial commitment on the obligation. In
the event of adverse business, financial, or economic conditions, the
obligor is not likely to have the capacity to meet its financial
commitment on the obligation.
CC An obligation rated "CC" is currently highly vulnerable to nonpayment.
Page 32
C A "C" rating is assigned to obligations that are currently highly
vulnerable to nonpayment, obligations that have payment arrearages
allowed by the terms of the documents, or obligations of an issuer that
is the subject of a bankruptcy petition or similar action which have not
experienced a payment default. Among others, the "C" rating may be
assigned to subordinated debt, preferred stock or other obligations on
which cash payments have been suspended in accordance with the
instrument's terms or when preferred stock is the subject of a
distressed exchange offer, whereby some or all of the issue is either
repurchased for an amount of cash or replaced by other instruments
having a total value that is less than par.
D An obligation rated "D" is in payment default. The "D" rating
category is used when payments on an obligation are not made on the date
due, unless Standard & Poor's believes that such payments will be made
within five business days, irrespective of any grace period. The "D"
rating also will be used upon the filing of a bankruptcy petition or the
taking of a similar action if payments on an obligation are jeopardized.
An obligation's rating is lowered to "D" upon completion of a distressed
exchange offer, whereby some or all of the issue is either repurchased
for an amount of cash or replaced by other instruments having a total
value that is less than par.
Plus(+) or Minus(-): The ratings from "AA" to "CCC" may be modified by
the addition of a plus or minus sign to show relative standing within
the major rating categories.
Expected Ratings are designated on the "Schedule of Investments" by an
"(e)" after the rating code. Expected Ratings are intended to anticipate
S&P's forthcoming rating assignments. Expected Ratings are generated by
Bloomberg based on sources it considers reliable or established S&P
rating practices. Expected Ratings exist only until S&P assigns a rating
to the issue.
"NR" indicates that no rating has been requested, that there is
insufficient information on which to base a rating, or that Standard &
Poor's does not rate a particular obligation as a matter of policy.
Disclaimer Notice. This may contain information obtained from third
parties, including ratings from credit ratings agencies such as Standard
& Poor's. Reproduction and distribution of third party content in any
form is prohibited except with the prior written permission of the
related third party. Third party content providers do not guarantee the
accuracy, completeness, timeliness or availability of any information,
including ratings, and are not responsible for any errors or omissions
(negligent or otherwise), regardless of the cause, or for the results
obtained from the use of such content. THIRD PARTY CONTENT PROVIDERS
GIVE NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO,
ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR
USE. THIRD PARTY CONTENT PROVIDERS SHALL NOT BE LIABLE FOR ANY DIRECT,
INDIRECT, INCIDENTAL, EXEMPLARY, COMPENSATORY, PUNITIVE, SPECIAL OR
CONSEQUENTIAL DAMAGES, COSTS, EXPENSES, LEGAL FEES, OR LOSSES (INCLUDING
LOST INCOME OR PROFITS AND OPPORTUNITY COSTS OR LOSSES CAUSED BY
NEGLIGENCE) IN CONNECTION WITH ANY USE OF THEIR CONTENT, INCLUDING
RATINGS. Credit ratings are statements of opinions and are not
statements of fact or recommendations to purchase, hold or sell
securities. They do not address the suitability of securities or the
suitability of securities for investment purposes, and should not be
relied on as investment advice.
Federal Tax-Free Income
The taxable equivalent yield is the current yield you would need to earn
on a taxable investment in order to equal a stated tax free yield on a
municipal investment. To assist you to more easily compare municipal
investments like the Trust with taxable alternative investments, the
table below presents the approximate taxable equivalent yields for
individuals for a range of hypothetical tax free yields assuming the
stated marginal federal tax rates for 2014 listed below. The table does
not reflect (i) any federal limitations on the amounts of allowable
itemized deductions, phase-outs of personal or dependent exemption
credits or any other credits, (ii) any state or local taxes imposed, or
(iii) any alternative minimum taxes or any taxes other than federal
personal income taxes. In addition, note that certain investment income
may also be subject to a 3.8% "Medicare tax" imposed for taxable years
beginning after 2012.
Page 33
[Enlarge/Download Table]
NATIONAL TAX EQUIVALENT TABLE
Taxable Income Tax-Exempt Estimated Current Return
-----------------------------------------------------------------------------------------------------------------------------
Single Joint Tax 3.0% 3.5% 4.0% 4.5% 5.0% 5.5% 6.0%
Return Return Bracket Equivalent Taxable Estimated Current Return
-----------------------------------------------------------------------------------------------------------------------------
$ 0 - 9,075 $ 0 - 18,150 10% 3.33% 3.89% 4.44% 5.00% 5.56% 6.11% 6.67%
9,075 - 36,900 18,150 - 73,800 15% 3.53% 4.12% 4.71% 5.29% 5.88% 6.47% 7.06%
36,900 - 89,350 73,800 - 148,850 25% 4.00% 4.67% 5.33% 6.00% 6.67% 7.33% 8.00%
89,350 - 186,350 148,850 - 226,850 28% 4.17% 4.86% 5.56% 6.25% 6.94% 7.64% 8.33%
186,350 - 405,100 226,850 - 405,100 33% 4.48% 5.22% 5.97% 6.72% 7.46% 8.21% 8.96%
405,100 - 406,750 405,100 - 457,600 35% 4.62% 5.38% 6.15% 6.92% 7.69% 8.46% 9.23%
Over 406,750 Over 457,600 39.6% 4.97% 5.79% 6.62% 7.45% 8.28% 9.11% 9.93%
Over 406,750 Over 457,600 43.4%* 5.30% 6.18% 7.07% 7.95% 8.83% 9.72% 10.60%
* This is the maximum stated regular federal tax rate of 39.6% plus the
3.8% Medicare tax imposed on the net investment income of certain
taxpayers. The Medicare tax could also apply to taxpayers in other tax
brackets. This tax generally applies to net investment income if the
taxpayer's 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. Tax-exempt interest
income is generally not included in net investment income for purposes
of this tax.
Page 34
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Page 36
First Trust(R)
THE FIRST TRUST(R) COMBINED SERIES 443
TAX EXEMPT MUNICIPAL INCOME TRUST, SERIES 281
Sponsor:
FIRST TRUST PORTFOLIOS L.P.
First Trust Portfolios L.P.
Member SIPC o Member FINRA
120 East Liberty Drive
Wheaton, Illinois 60187
1-800-621-1675
FTPS Unit Servicing Agent: Trustee:
FTP Services LLC The Bank of New York Mellon
120 East Liberty Drive 101 Barclay Street
Wheaton, Illinois 60187 New York, New York 10286
1-866-514-7768 1-800-813-3074
24-Hour Pricing Line:
1-800-446-0132
Please refer to the "Summary of Essential
Information" for the 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. 333-194989) and
- Investment Company Act of 1940 (file no. 811-2541)
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 1-202-942-8090.
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
April 17, 2014
PLEASE RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE
Page 36
First Trust(R)
The First Trust(R) Combined Series
Information Supplement
This Information Supplement provides additional information concerning
the structure, operations and risks of the unit investment trust
contained in The First Trust Combined Series 443 not found in the
prospectus for the Trust. This Information Supplement is not a
prospectus and does not include all of the information that 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 April 17, 2014. Capitalized terms
have been defined in the prospectus.
Table of Contents
Risk Factors 1
Insurance Risk 1
Municipal Securities 2
Education Revenue Securities 2
Health Care Revenue Securities 3
Industrial Revenue Securities 3
Lease Obligation Revenue Securities 3
Multi-Family Mortgage Revenue Securities 4
Resource Recovery Facility Revenue Securities 4
Single Family Mortgage Revenue Securities 4
Special Tax Revenue Securities 4
Tax Allocation Revenue Securities 5
Transportation Facility Revenue Securities 5
Utility Revenue Securities 5
Water and Sewerage Revenue Securities 5
Discount Securities 5
Original Issue Discount Securities 6
Premium Securities 6
When Issued Securities 6
Zero Coupon Securities 6
Risk Factors
The Trust will invest most of its net assets in securities issued by or
on behalf of (or in certificates of participation in lease-purchase
obligations of) certain states or United States Territories which, in
the opinion of recognized bond counsel to the issuing authorities,
provide income which is exempt from federal and applicable state and
local income tax. The Trust is therefore susceptible to general or
particular economic, political or regulatory factors that may affect
issuers of such obligations. The following information constitutes only
a brief summary of some of the many complex factors that may have an
effect. The information does not apply to "conduit" obligations on which
the public issuer itself has no financial responsibility. This
information is derived from official statements of certain national
issuers published in connection with their issuance of securities and
from other publicly available information, and is believed to be
accurate. No independent verification has been made of any of the
following information.
The timely payment of principal of and interest on certain of the
Securities may be guaranteed by bond insurance purchased by certain of
the issuers or other parties.
Insurance Risk. Certain of the bonds in the Trust are insured. In the
case of insured bonds, insurance has been obtained either by the issuer
of bonds in the Trust, by a prior owner of such bonds, or by the Sponsor
prior to the deposit of such bonds in the Trust guaranteeing prompt
payment of interest and principal, when due, in respect of such bonds in
the Trust. The premium for any preinsured bond insurance has been paid
by such issuer, by a prior owner of such bonds or the Sponsor and any
such policy or policies are non-cancellable and will continue in force
so long as the bonds so insured are outstanding and the respective
preinsured bond insurer remains in business. If the provider of an
Page 1
original issuance insurance policy is unable to meet its obligations
under such policy or if the rating assigned to the claims-paying ability
of any such insurer deteriorates, the insurers have no obligation to
insure any issue adversely affected by either of the above described
events.
In order to be in an Insured Trust, bonds must be insured by an insurer.
In determining eligibility for insurance, insurers have applied their
own standards which correspond generally to the standards they normally
use in establishing the insurability of new issues of municipal bonds
and which are not necessarily the criteria used in the selection of
bonds by the Sponsor. To the extent the standards of the insurers are
more restrictive than those of the Sponsor, the previously stated Trust
investment criteria have been limited with respect to the bonds. This
decision is made prior to the Date of Deposit, as debt obligations not
eligible for insurance are not deposited in an Insured Trust. Thus, all
of the bonds in the portfolios of the Insured Trusts are insured by the
issuer of the bonds, by a prior owner of such bonds or by the Sponsor
prior to the deposit of such bonds in a Trust.
In the event of nonpayment of interest or principal, when due, in
respect of a bond, an insurer shall make such payment after the
respective insurer has been notified that such nonpayment has occurred
or is threatened (but not earlier than the date such payment is due).
The insurer, as regards any payment it may make, will succeed to the
rights of the Trustee in respect thereof. All policies issued by the
insurers are substantially identical insofar as obligations to an
Insured Trust are concerned.
The Internal Revenue Service has issued a letter ruling which holds in
effect that insurance proceeds representing maturing interest on
defaulted municipal obligations paid to holders of insured bonds, under
policy provisions substantially identical to the policies described
herein, will be excludable from Federal gross income under Section
103(a)(1) of the Internal Revenue Code to the same extent as if such
payments were made by the issuer of the municipal obligations. Holders
of Units in an Insured Trust should discuss with their tax advisers the
degree of reliance which they may place on this letter ruling.
Each insurer is subject to regulation by the department of insurance in
the state in which it is qualified to do business. Such regulation,
however, is no guarantee that each insurer will be able to perform on
its contract of insurance in the event a claim should be made thereunder
at some time in the future. At the date hereof, it is reported that no
claims have been submitted or are expected to be submitted to any of the
insurers which would materially impair the ability of any such company
to meet its commitment pursuant to any contract of bond or portfolio
insurance.
There have been a number of recent developments with respect to ratings
actions impacting insurance companies by the rating agencies, Standard &
Poor's Financial Services LLC, a division of The McGraw-Hill Companies,
Inc. ("S&P"), Moody's Investors Service, Inc. ("Moody's") and Fitch
Ratings Ltd. ("Fitch"). In light of the ongoing nature of ratings
actions or announcements by the rating agencies, you should consult
announcements by the rating agencies, the websites of the rating
agencies and the websites of the insurers for the then current publicly
available information. These ratings actions have had a significant
impact on the ability of insurers to compete in the financial guarantee
business.
Municipal Securities
Bonds held directly by the Trust, or bonds held by Closed-End Funds or
ETFs in which the Trust invests, may be general obligations of a
governmental entity that are backed by the taxing power of such entity.
Other bonds in the funds may be revenue bonds payable from the income of
a specific project or authority and are not supported by the issuer's
power to levy taxes. General obligation bonds are secured by the
issuer's pledge of its faith, credit and taxing power for the payment of
principal and interest. Revenue bonds, on the other hand, are payable
only from the revenues derived from a particular facility or class of
facilities or, in some cases, from the proceeds of a special excise tax
or other specific revenue source. There are, of course, variations in
the security of the different bonds in the funds, both within a
particular classification and between classifications, depending on
numerous factors. A description of certain types of revenue bonds follows.
Education Revenue Securities. Certain of the bonds may be obligations of
issuers which are, or which govern the operation of, schools, colleges
and universities and whose revenues are derived mainly from ad valorem
taxes, or for higher education systems, from tuition, dormitory
revenues, grants and endowments. General problems relating to school
bonds include litigation contesting the state constitutionality of
financing public education in part from ad valorem taxes, thereby
creating a disparity in educational funds available to schools in
wealthy areas and schools in poor areas. Litigation or legislation on
Page 2
this issue may affect the sources of funds available for the payment of
school bonds in the Trusts. General problems relating to college and
university obligations would include the prospect of a declining
percentage of the population consisting of "college" age individuals,
possible inability to raise tuitions and fees sufficiently to cover
increased operating costs, the uncertainty of continued receipt of
Federal grants and state funding and new government legislation or
regulations which may adversely affect the revenues or costs of such
issuers. All of such issuers have been experiencing certain of these
problems in varying degrees.
Health Care Revenue Securities. Certain of the bonds may be health care
revenue bonds. Ratings of bonds issued for health care facilities are
sometimes based on feasibility studies that contain projections of
occupancy levels, revenues and expenses. A facility's gross receipts and
net income available for debt service may be affected by future events
and conditions including among other things, demand for services, the
ability of the facility to provide the services required, physicians'
confidence in the facility, management capabilities, competition with
other hospitals, efforts by insurers and governmental agencies to limit
rates, legislation establishing state rate-setting agencies, expenses,
government regulation, the cost and possible unavailability of
malpractice insurance and the termination or restriction of governmental
financial assistance, including that associated with Medicare, Medicaid
and other similar third party payor programs. Pursuant to recent Federal
legislation, Medicare reimbursements are currently calculated on a
prospective basis utilizing a single nationwide schedule of rates. Prior
to such legislation Medicare reimbursements were based on the actual
costs incurred by the health facility. The current legislation may
adversely affect reimbursements to hospitals and other facilities for
services provided under the Medicare program.
Industrial Revenue Securities. Certain of the bonds may be industrial
revenue bonds ("IRBs"), including pollution control revenue bonds, which
are taxable or tax-exempt securities issued by states, municipalities,
public authorities or similar entities to finance the cost of acquiring,
constructing or improving various industrial projects. These projects
are usually operated by corporate entities. Issuers are obligated only
to pay amounts due on the IRBs to the extent that funds are available
from the unexpended proceeds of the IRBs or receipts or revenues of the
issuer under an arrangement between the issuer and the corporate
operator of a project. The arrangement may be in the form of a lease,
installment sale agreement, conditional sale agreement or loan
agreement, but in each case the payments to the issuer are designed to
be sufficient to meet the payments of amounts due on the IRBs.
Regardless of the structure, payment of IRBs is solely dependent upon
the creditworthiness of the corporate operator of the project or
corporate guarantor. Corporate operators or guarantors may be affected
by many factors which may have an adverse impact on the credit quality
of the particular company or industry. These include cyclicality of
revenues and earnings, regulatory and environmental restrictions,
litigation resulting from accidents or environmentally-caused illnesses,
extensive competition and financial deterioration resulting from a
complete restructuring pursuant to a leveraged buy-out, takeover or
otherwise. Such a restructuring may result in the operator of a project
becoming highly leveraged which may impact on such operator's
creditworthiness, which in turn would have an adverse impact on the
rating and/or market value of such bonds. Further, the possibility of
such a restructuring may have an adverse impact on the market for and
consequently the value of such bonds, even though no actual takeover or
other action is ever contemplated or affected. The IRBs in a fund may be
subject to special or extraordinary redemption provisions which may
provide for redemption at par or, with respect to original issue
discount bonds, at issue price plus the amount of original issue
discount accreted to the redemption date plus, if applicable, a premium.
The Sponsor cannot predict the causes or likelihood of the redemption of
IRBs or other bonds in the funds prior to the stated maturity of such
bonds.
Lease Obligation Revenue Securities. Certain of the bonds may be lease
obligations issued for the most part by governmental authorities that
have no taxing power or other means of directly raising revenues.
Rather, the governmental authorities are financing vehicles created
solely for the construction of buildings (schools, administrative
offices, convention centers and prisons, for example) or the purchase of
equipment (police cars and computer systems, for example) that will be
used by a state or local government (the "lessee"). Thus, these
obligations are subject to the ability and willingness of the lessee
government to meet its lease rental payments which include debt service
on the obligations. Lease obligations are subject, in almost all cases,
to the annual appropriation risk, i.e., the lessee government is not
legally obligated to budget and appropriate for the rental payments
beyond the current fiscal year. These obligations are also subject to
Page 3
construction and abatement risk in many states-rental obligations cease
in the event that delays in building, damage, destruction or
condemnation of the project prevents its use by the lessee. In these
cases, insurance provisions designed to alleviate this risk become
important credit factors. In the event of default by the lessee
government, there may be significant legal and/or practical difficulties
involved in the re-letting or sale of the project. Some of these issues,
particularly those for equipment purchase, contain the so-called
"substitution safeguard," which bars the lessee government, in the event
it defaults on its rental payments, from the purchase or use of similar
equipment for a certain period of time. This safeguard is designed to
insure that the lessee government will appropriate, even though it is
not legally obligated to do so, but its legality remains untested in
most, if not all, states.
Multi-Family Mortgage Revenue Securities. Certain of the bonds may be
obligations of issuers whose revenues are primarily derived from housing
projects for low to moderate income families. The ability of such
issuers to make debt service payments will be affected by events and
conditions affecting financed projects, including, among other things,
the achievement and maintenance of sufficient occupancy levels and
adequate rental income, increases in taxes, employment and income
conditions prevailing in local labor markets, utility costs and other
operating expenses, the managerial ability of project managers, changes
in laws and governmental regulations, the appropriation of subsidies and
social and economic trends affecting the localities in which the
projects are located. The occupancy of housing projects may be adversely
affected by high rent levels and income limitations imposed under
Federal and state programs. Multi-family mortgage revenue bonds are
subject to redemption and call features, including extraordinary
mandatory redemption features, upon prepayment, sale or non-origination
of mortgage loans as well as upon the occurrence of other events.
Certain issuers of multi-family housing bonds have considered various
ways to redeem bonds they have issued prior to the stated first
redemption dates for such bonds. In one situation the New York City
Housing Development Corporation, in reliance on its interpretation of
certain language in the indenture under which one of its bond issues was
created, redeemed all of such issue at par in spite of the fact that
such indenture provided that the first optional redemption was to
include a premium over par and could not occur prior to 1992.
Resource Recovery Facility Revenue Securities. Certain of the bonds may
be obligations which are payable from and secured by revenues derived
from the operation of resource recovery facilities. Resource recovery
facilities are designed to process solid waste, generate steam and
convert steam to electricity. Resource recovery bonds may be subject to
extraordinary optional redemption at par upon the occurrence of certain
circumstances, including but not limited to: destruction or condemnation
of a project; contracts relating to a project becoming void,
unenforceable or impossible to perform; changes in the economic
availability of raw materials, operating supplies or facilities
necessary for the operation of a project or technological or other
unavoidable changes adversely affecting the operation of a project;
administrative or judicial actions which render contracts relating to
the projects void, unenforceable or impossible to perform; or impose
unreasonable burdens or excessive liabilities. The Sponsor cannot
predict the causes or likelihood of the redemption of resource recovery
bonds in the funds prior to the stated maturity of the Securities.
Single Family Mortgage Revenue Securities. Certain of the bonds may be
single family mortgage revenue bonds, which are issued for the purpose
of acquiring from originating financial institutions notes secured by
mortgages on residences located within the issuer's boundaries and owned
by persons of low or moderate income. Mortgage loans are generally
partially or completely prepaid prior to their final maturities as a
result of events such as sale of the mortgaged premises, default,
condemnation or casualty loss. Because these bonds are subject to
extraordinary mandatory redemption in whole or in part from such
prepayments of mortgage loans, a substantial portion of such bonds will
probably be redeemed prior to their scheduled maturities or even prior
to their ordinary call dates. The redemption price of such issues may be
more or less than the offering price of such bonds. Extraordinary
mandatory redemption without premium could also result from the failure
of the originating financial institutions to make mortgage loans in
sufficient amounts within a specified time period or, in some cases,
from the sale by the bond issuer of the mortgage loans. Failure of the
originating financial institutions to make mortgage loans would be due
principally to the interest rates on mortgage loans funded from other
sources becoming competitive with the interest rates on the mortgage
loans funded with the proceeds of the single family mortgage revenue
bonds. Additionally, unusually high rates of default on the underlying
mortgage loans may reduce revenues available for the payment of
principal of or interest on such mortgage revenue bonds. Single family
mortgage revenue bonds issued after December 31, 1980 were issued under
Section 103A of the Internal Revenue Code, which Section contains
certain ongoing requirements relating to the use of the proceeds of such
bonds in order for the interest on such bonds to retain its tax-exempt
status. In each case, the issuer of the bonds has covenanted to comply
with applicable ongoing requirements and bond counsel to such issuer has
issued an opinion that the interest on the bonds is exempt from Federal
income tax under existing laws and regulations. There can be no
assurances that the ongoing requirements will be met. The failure to
meet these requirements could cause the interest on the bonds to become
taxable, possibly retroactively from the date of issuance.
Special Tax Revenue Securities. Certain of the bonds may be special tax
bonds payable from and secured by the revenues derived by a municipality
from a particular tax. Examples of special taxes are a tax on the rental
of a hotel room, on the purchase of food and beverages, on the purchase
of fuel, on the rental of automobiles or on the consumption of liquor.
Special tax bonds are not secured by the general tax revenues of the
Page 4
municipality, and they do not represent general obligations of the
municipality. Payment on special tax bonds may be adversely affected by
a reduction in revenues realized from the underlying special tax. Also,
should spending on the particular goods or services that are subject to
the special tax decline, the municipality may be under no obligation to
increase the rate of the special tax to ensure that sufficient revenues
are raised from the shrinking taxable base.
Tax Allocation Revenue Securities. Certain of the bonds may be tax
allocation bonds. Tax allocation bonds are typically secured by
incremental tax revenues collected on property within the areas where
redevelopment projects financed by bond proceeds are located. Bond
payments are expected to be made from projected increases in tax
revenues derived from higher assessed values of property resulting from
development in the particular project area and not from an increase in
tax rates. Special risk considerations include: variations in taxable
values of property in the project area; successful appeals by property
owners of assessed valuations; substantial delinquencies in the payment
of property taxes; or imposition of any constitutional or legislative
property tax rate decrease.
Transportation Facility Revenue Securities. Certain of the bonds may be
obligations which are payable from and secured by revenues derived from
the ownership and operation of facilities such as airports, bridges,
turnpikes, port authorities, convention centers and arenas. The major
portion of an airport's gross operating income is generally derived from
fees received from signatory airlines pursuant to use agreements which
consist of annual payments for leases, occupancy of certain terminal
space and service fees. Airport operating income may therefore be
affected by the ability of the airlines to meet their obligations under
the use agreements. The air transport industry is experiencing
significant variations in earnings and traffic, due to increased
competition, excess capacity, increased costs, deregulation, traffic
constraints and other factors, and several airlines are experiencing
severe financial difficulties. The Sponsor cannot predict what effect
these industry conditions may have on airport revenues which are
dependent for payment on the financial condition of the airlines and
their usage of the particular airport facility. Similarly, payment on
bonds related to other facilities is dependent on revenues from the
projects, such as user fees from ports, tolls on turnpikes and bridges
and rents from buildings. Therefore, payment may be adversely affected
by reduction in revenues due to such factors as increased cost of
maintenance, decreased use of a facility, lower cost of alternative
modes of transportation, scarcity of fuel and reduction or loss of rents.
Utility Revenue Securities. Certain of the bonds may be obligations of
issuers whose revenues are primarily derived from the sale of energy.
Utilities are generally subject to extensive regulation by state utility
commissions which, among other things, establish the rates which may be
charged and the appropriate rate of return on an approved asset base.
The problems faced by such issuers include the difficulty in obtaining
approval for timely and adequate rate increases from the governing
public utility commission, the difficulty in financing large
construction programs, the limitations on operations and increased costs
and delays attributable to environmental considerations, increased
competition, recent reductions in estimates of future demand for
electricity in certain areas of the country, the difficulty of the
capital market in absorbing utility debt, the difficulty in obtaining
fuel at reasonable prices and the effect of energy conservation. All of
such issuers have been experiencing certain of these problems in varying
degrees. In addition, Federal, state and municipal governmental
authorities may from time to time review existing legislation and impose
additional regulations governing the licensing, construction and
operation of nuclear power plants, which may adversely affect the
ability of the issuers of such bonds to make payments of principal
and/or interest on such bonds.
Water and Sewerage Revenue Securities. Certain of the bonds may be
obligations of issuers whose revenues are derived from the sale of water
and/or sewerage services. Water and sewerage bonds are generally payable
from user fees. Problems faced by such issuers include the ability to
obtain timely and adequate rate increases, population decline resulting
in decreased user fees, the difficulty of financing large construction
programs, the limitations on operations and increased costs and delays
attributable to environmental considerations, the increasing difficulty
of obtaining or discovering new supplies of fresh water, the effect of
conservation programs and the impact of "no-growth" zoning ordinances.
All of such issuers have been experiencing certain of these problems in
varying degrees.
Discount Securities. Certain of the bonds may have been acquired at a
market discount from par value at maturity. The coupon interest rates on
the discount bonds at the time they were purchased and deposited in the
funds were lower than the current market interest rates for newly issued
bonds of comparable rating and type. If such interest rates for newly
issued comparable bonds increase, the market discount of previously
issued bonds will become greater, and if such interest rates for newly
issued comparable bonds decline, the market discount of previously
Page 5
issued bonds will be reduced, other things being equal. Investors should
also note that the value of bonds purchased at a market discount will
increase in value faster than bonds purchased at a market premium if
interest rates decrease. Conversely, if interest rates increase, the
value of bonds purchased at a market discount will decrease faster than
bonds purchased at a market premium. In addition, if interest rates
rise, the prepayment risk of higher yielding, premium bonds and the
prepayment benefit for lower yielding, discount bonds will be reduced.
Market discount attributable to interest changes does not indicate a
lack of market confidence in the issue. Neither the Sponsor nor the
Trustee shall be liable in any way for any default, failure or defect in
any of the bonds.
Original Issue Discount Securities. Certain of the bonds are considered
original issue discount bonds. Under current law, the original issue
discount, which is the difference between the stated redemption price at
maturity and the issue price of the bonds, is deemed to accrue on a
daily basis and the accrued portion is treated as taxable interest
income for Federal income tax purposes. On sale or redemption, any gain
realized that is in excess of the earned portion of original issue
discount will be taxable as capital gain unless the gain is attributable
to market discount in which case the accretion of market discount is
taxable as ordinary income. The current value of an original issue
discount bond reflects the present value of its stated redemption price
at maturity. The market value tends to increase in greater increments as
the bonds approach maturity.
Premium Securities. Certain of the bonds may have been acquired at a
market premium from par value at maturity. The coupon interest rates on
the premium bonds at the time they were purchased by the fund were
higher than the current market interest rates for newly issued bonds of
comparable rating and type. If such interest rates for newly issued and
otherwise comparable bonds decrease, the market premium of previously
issued bonds will be increased, and if such interest rates for newly
issued comparable bonds increase, the market premium of previously
issued bonds will be reduced, other things being equal. The current
returns of bonds trading at a market premium are initially higher than
the current returns of comparable bonds of a similar type issued at
currently prevailing interest rates because premium bonds tend to
decrease in market value as they approach maturity when the face amount
becomes payable. Because part of the purchase price is thus returned not
at maturity but through current income payments, early redemption of a
premium bond at par or early prepayments of principal will result in a
reduction in yield. Redemption pursuant to call provisions generally
will, and redemption pursuant to sinking fund provisions may, occur at
times when the redeemed bonds have an offering side valuation which
represents a premium over par or for original issue discount bonds a
premium over the accreted value.
When Issued Bonds. "When, as and if issued" bonds are bonds that trade
before they are actually issued. This means that the bonds can only be
delivered when the bonds are actually issued. Delivery of these bonds may
be delayed or may not occur. Interest on these bonds does not begin
accruing until the bonds are delivered to an investor. An investor may
have to adjust their tax basis if the bonds are delivered after their
expected delivery date. Any adjustment would reflect interest that
accrued between the time of purchase and the time of delivery of the
bonds. In addition, an investor may experience gains or losses on these
bonds from the time of purchase even though the investor has not received
them.
Zero Coupon Securities. Zero coupon bonds (which include bonds known as
multiplier bonds, money multiplier bonds, capital appreciation bonds,
capital accumulator bonds, compound interest bonds and money discount
maturity payment bonds) do not provide for the payment of any current
interest and generally provide for payment at maturity at face value
unless sooner sold or redeemed. Zero coupon bonds may be subject to more
price volatility than conventional bonds. While some types of zero
coupon bonds, such as multipliers and capital appreciation bonds, define
par as the initial offering price rather than the maturity value, they
share the basic zero coupon bond features of (1) not paying interest on
a semi-annual basis and (2) providing for the reinvestment of the bond's
semi-annual earnings at the bond's stated yield to maturity. While zero
coupon bonds are frequently marketed on the basis that their fixed rate
of return minimizes reinvestment risk, this benefit can be negated in
large part by weak call protection, i.e., a bond's provision for
redemption at only a modest premium over the accreted value of the bond.
Page 6
CONTENTS OF REGISTRATION STATEMENT
Item 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.
Item B. This Registration Statement on Form S-6 comprises the following papers
and documents:
The Facing Sheet
The Prospectus
The Signatures
Exhibits
UNDERTAKINGS
1. With the exception of the information included in the state specific
appendices to the Information Supplement, which will vary depending
upon the make-up of a Fund or updated to reflect current events, any
amendment to a Fund's Information Supplement will be subject to the
review of the staff of the Securities and Exchange Commission prior
to distribution; and
2. The Information Supplement to the Trust will not include third party
financial information.
S-1
SIGNATURES
The Registrant, The First Trust Combined Series 443, 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 and FT 4746 for purposes of
the representations required by Rule 487 and represents the following:
(1) that the portfolio securities deposited in the series with respect
to 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, the First Trust Combined Series 443, 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 April 17, 2014.
THE FIRST TRUST COMBINED SERIES 443
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 ) April 17, 2014
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., the 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
No. 333-194989 on Form S-6 of our report dated April 17, 2014, relating to the
financial statement of The First Trust(R) Combined Series 443, comprising Tax
Exempt Municipal Income Trust, Series 281, 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
April 17, 2014
S-4
CONSENT OF COUNSEL
The consent of counsel to the use of its name in the Prospectus included
in this Registration Statement will be contained in its opinion to be filed as
Exhibit 3.1 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.
CONSENT OF INDEPENDENT PRICING AGENT
The consent of Standard & Poor's Securities Evaluations, Inc. to the use
of its name in the Prospectus included in the Registration Statement will be
filed as Exhibit 4.2 to the Registration Statement.
S-5
EXHIBIT INDEX
1.1 Form of Standard Terms and Conditions of Trust for The First Trust
Combined Series 283 and subsequent Series effective February 19, 2009,
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.
2 to Form S-6 [File No. 333-157167] filed on behalf of the First Trust
Combined Series 283).
1.1.1 Form of Trust Agreement for the First Trust Combined Series 443 and
certain subsequent Series, effective April 17, 2014 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.
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, 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 Master Agreement Among Underwriters (incorporated by reference to
Amendment No. 2 to Form S-6 [File No. 333-157167] filed on behalf of
The First Trust Combined Series 283).
S-6
2.1 Copy of Certificate of Ownership (included in Exhibit 1.1 filed
herewith on page 2 and incorporated herein by reference).
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.
4.1 Consent of First Trust Advisors L.P.
4.2 Consent of Standard & Poor's Securities Evaluations, Inc.
6.1 List of Directors and Officers of Depositor and other related
information (incorporated by reference to Amendment No. 1 to Form S-6
[File No. 33-42683] filed on behalf of The First Trust Special
Situations Trust, Series 18).
7.1 Power of Attorney executed by the Director listed on page S-3 of this
Registration Statement (incorporated by reference to Amendment No. 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 |
| | 6/30/14 |
| | 6/25/14 |
| | 5/25/14 |
| | 4/23/14 |
| Filed on / Effective on: | | 4/17/14 |
| | 4/16/14 |
| | 4/15/14 |
| | 4/11/14 |
| | 4/10/14 |
| | 4/9/14 |
| | 4/3/14 |
| | 4/2/14 | | S-6 |
| | 12/31/13 |
| | 4/17/13 |
| | 2/19/09 |
| List all Filings |
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