Document/Exhibit Description Pages Size
1: 487 Form S-6 to Effective Amendment 61± 241K
2: EX-99 Memorandum of Changes HTML 8K
4: EX-99.2 OPIN COUNSEL Opinion Regarding Legality HTML 8K
3: EX-99.A1 INDNTR ORGN Trust Agreement HTML 13K
5: EX-99.C2 EVAL CONSNT Consent of Evaluator HTML 6K
Registration No. 333-199605
1940 Act No. 811-05903
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to Form S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES
OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2
A. Exact name of trust:
FT 5146
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 November 21, 2014 at 2:00 p.m. pursuant to Rule 487.
________________________________
Richard Bernstein Advisors Cyclical Sector Income Portfolio, Series 2
FT 5146
FT 5146 is a series of a unit investment trust, the FT Series. FT 5146
consists of a single portfolio known as Richard Bernstein Advisors
Cyclical Sector Income Portfolio, Series 2 (the "Trust"). The Trust
invests in a diversified portfolio of common stocks ("Securities")
issued by companies from cyclical sectors. The Trust seeks above-average
total return through a combination of capital appreciation and dividend
income.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
FIRST TRUST (R)
800-621-1675
The date of this prospectus is November 21, 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 FT Series 10
Portfolio 10
Risk Factors 11
Public Offering 13
Distribution of Units 16
The Sponsor's Profits 18
The Secondary Market 18
How We Purchase Units 18
Expenses and Charges 18
Tax Status 19
Retirement Plans 21
Rights of Unit Holders 22
Income and Capital Distributions 22
Redeeming Your Units 23
Investing in a New Trust 24
Removing Securities from the Trust 24
Amending or Terminating the Indenture 25
Information on Richard Bernstein Advisors LLC, the
Sponsor, Trustee, FTPS Unit Servicing Agent and Evaluator 26
Other Information 27
Page 2
Summary of Essential Information (Unaudited)
Richard Bernstein Advisors Cyclical Sector Income Portfolio, Series 2
FT 5146
At the Opening of Business on the Initial Date of Deposit-November 21, 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.
Portfolio Consultant: Richard Bernstein Advisors LLC
[Download Table]
Initial Number of Units (1) 15,153
Fractional Undivided Interest in the Trust per Unit (1) 1/15,153
Public Offering Price:
Public Offering Price per Unit (2) $ 10.000
Less Initial Sales Charge per Unit (3) (.100)
__________
Aggregate Offering Price Evaluation of Securities per Unit (4) 9.900
Less Deferred Sales Charge per Unit (3) (.145)
__________
Redemption Price per Unit (5) 9.755
Less Creation and Development Fee per Unit (3)(5) (.050)
Less Organization Costs per Unit (5) (.061)
__________
Net Asset Value per Unit $ 9.644
==========
Estimated Net Annual Distribution per Unit (6) $ .2516
Cash CUSIP Number 30285D 757
Reinvestment CUSIP Number 30285D 765
Fee Account Cash CUSIP Number 30285D 773
Fee Account Reinvestment CUSIP Number 30285D 781
FTPS CUSIP Number 30285D 799
Pricing Line Product Code 094567
Ticker Symbol FHGIMX
[Enlarge/Download Table]
First Settlement Date November 26, 2014
Mandatory Termination Date (7) February 22, 2016
Income Distribution Record Date Tenth day of each month, commencing December 10, 2014.
Income Distribution Date (6) Twenty-fifth day of each month, commencing December 25, 2014.
_____________
<FN>
(1) As of the Evaluation Time on the Initial Date of Deposit, we may
adjust the number of Units of the Trust so that the Public Offering
Price per Unit will equal approximately $10.00. If we make such an
adjustment, the fractional undivided interest per Unit will vary from
the amount indicated above.
(2) The Public Offering Price shown above reflects the value of the
Securities on the business day prior to the Initial Date of Deposit. No
investor will purchase Units at this price. The price you pay for your
Units will be based on their valuation at the Evaluation Time on the
date you purchase your Units. On the Initial Date of Deposit, the Public
Offering Price per Unit will not include any accumulated dividends on
the Securities. After this date, a pro rata share of any accumulated
dividends on the Securities will be included.
(3) You will pay a maximum sales charge of 2.95% of the Public Offering
Price per Unit (equivalent to 2.98% of the net amount invested) which
consists of an initial sales charge, a deferred sales charge and a
creation and development fee. The sales charges are described in the
"Fee Table."
(4) Each listed Security is valued at its last closing sale price. If a
Security is not listed, or if no closing sale price exists, it is valued
at its closing ask price. Evaluations for purposes of determining the
purchase, sale or redemption price of Units are made as of the close of
trading on the New York Stock Exchange ("NYSE") (generally 4:00 p.m.
Eastern time) on each day on which it is open (the "Evaluation Time").
(5) The creation and development fee and the estimated organization
costs per Unit will be deducted from the assets of the Trust at the end
of the initial offering period. If Units are redeemed prior to the close
of the initial offering period, these fees will not be deducted from the
redemption proceeds. See "Redeeming Your Units."
(6) We base our estimate of the dividends the Trust will receive from the
Securities by annualizing the most recent dividends declared by the
issuers of the Securities (such figure adjusted to reflect any change in
dividend policy announced subsequent to the most recently declared
dividend). There is no guarantee that the issuers of the Securities will
declare dividends in the future or that if declared they will either
remain at current levels or increase over time. Due to this, and various
other factors, actual dividends received from the Securities may be less
than their most recent annualized dividends. In this case, the actual
net annual distribution you receive will be less than the estimated
amount set forth above. The actual net annual distribution per Unit you
receive will also vary from that set forth above with changes in the
Trust's fees and expenses and with the sale of Securities. See "Fee
Table" and "Expenses and Charges." The Trustee will distribute money
from the Capital Account monthly on the twenty-fifth day of each month
to Unit holders of record on the tenth day of each month if the amount
available for distribution equals at least $1.00 per 100 Units. In any
case, the Trustee will distribute any funds in the Capital Account in
December of each year and as part of the final liquidation distribution.
See "Income and Capital Distributions." Upon termination of the Trust,
amounts in the Income Account (which consist of dividends on the
Securities) will be included in amounts distributed to remaining Unit
holders.
(7) See "Amending or Terminating the Indenture."
</FN>
Page 3
Fee Table (Unaudited)
This Fee Table describes the fees and expenses that you may, directly or
indirectly, pay if you buy and hold Units of the Trust. See "Public
Offering" and "Expenses and Charges." Although the Trust has a term of
approximately 15 months and is a unit investment trust rather than
mutual fund, this information allows you to compare fees.
[Enlarge/Download Table]
Amount
per Unit
________
Unit Holder Sales Fees (as a percentage of public offering price)
Maximum Sales Charge
Initial sales charge 1.00%(a) $.100
Deferred sales charge 1.45%(b) $.145
Creation and development fee 0.50%(c) $.050
_____ _____
Maximum sales charge (including creation and development fee) 2.95% $.295
===== =====
Organization Costs (as a percentage of public offering price)
Estimated organization costs .610%(d) $.0610
===== ======
Estimated Annual Trust Operating Expenses(e)
(as a percentage of average net assets)
Portfolio supervision, bookkeeping, administrative, evaluation
and FTPS Unit servicing fees .080% $.0080
Trustee's fee and other operating expenses .138%(f) $.0138
_____ ______
Total .218% $.0218
===== ======
Example
This example is intended to help you compare the cost of investing in
the Trust with the cost of investing in other investment products. The
example assumes that you invest $10,000 in the Trust, the principal
amount and distributions are rolled every 15 months into a New Trust and
you are subject to a reduced transactional sales charge. The example
also assumes a 5% return on your investment each year and that your
Trust's, and each New Trust's, operating expenses stay the same. The
example does not take into consideration transaction fees which may be
charged by certain broker/dealers for processing redemption requests.
Although your actual costs may vary, based on these assumptions your
costs, assuming you roll your proceeds from one trust to the next for
the periods shown, would be:
1 Year 3 Years 5 Years 10 Years
______ _______ _______ ________
$378 $946 $1,264 $2,592
If you elect not to roll your proceeds from one trust to the next, your
costs will be limited by the number of years your proceeds are invested,
as set forth above.
_____________
<FN>
(a) The combination of the initial and deferred sales charge comprises
what we refer to as the "transactional sales charge." The initial sales
charge is actually equal to the difference between the maximum sales
charge of 2.95% and the sum of any remaining deferred sales charge and
creation and development fee.
(b) The deferred sales charge is a fixed dollar amount equal to $.145 per
Unit which, as a percentage of the Public Offering Price, will vary over
time. The deferred sales charge will be deducted in three monthly
installments commencing March 20, 2015.
(c) The creation and development fee compensates the Sponsor for creating
and developing the Trust. The creation and development fee is a charge
of $.050 per Unit collected at the end of the initial offering period,
which is expected to be approximately three months from the Initial Date
of Deposit. If the price you pay for your Units exceeds $10 per Unit,
the creation and development fee will be less than 0.50%; if the price
you pay for your Units is less than $10 per Unit, the creation and
development fee will exceed 0.50%.
(d) Estimated organization costs, which will include a one-time license
fee and a one-time portfolio consultant fee, will be deducted from the
assets of the Trust at the end of the initial offering period. Estimated
organization costs are assessed on a fixed dollar amount per Unit basis
which, as a percentage of average net assets, will vary over time.
(e) Each of the fees listed herein is assessed on a fixed dollar amount
per Unit basis which, as a percentage of average net assets, will vary
over time.
(f) Other operating expenses for the Trust do not include brokerage costs
and other portfolio transaction fees for the Trust. In certain
circumstances the Trust may incur additional expenses not set forth
above. See "Expenses and Charges."
</FN>
Page 4
Report of Independent
Registered Public Accounting Firm
The Sponsor, First Trust Portfolios L.P., and Unit Holders
FT 5146
We have audited the accompanying statement of net assets, including the
schedule of investments, of FT 5146, comprising Richard Bernstein
Advisors Cyclical Sector Income Portfolio, Series 2 (the "Trust"), as of
the opening of business on November 21, 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 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 November 21,
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 FT 5146,
comprising Richard Bernstein Advisors Cyclical Sector Income Portfolio,
Series 2, as of the opening of business on November 21, 2014 (Initial
Date of Deposit), in conformity with accounting principles generally
accepted in the United States of America.
/s/ DELOITTE & TOUCHE LLP
Chicago, Illinois
November 21, 2014
Page 5
Statement of Net Assets
Richard Bernstein Advisors Cyclical Sector Income Portfolio, Series 2
FT 5146
At the Opening of Business on the Initial Date of Deposit-November 21, 2014
[Download Table]
NET ASSETS
Investment in Securities represented by purchase contracts (1) (2) $ 150,010
Less liability for reimbursement to Sponsor for organization costs (3) (924)
Less liability for deferred sales charge (4) (2,197)
Less liability for creation and development fee (5) (758)
_________
Net assets $ 146,131
=========
Units outstanding 15,153
Net asset value per Unit (6) $ 9.644
ANALYSIS OF NET ASSETS
Cost to investors (7) $ 151,525
Less maximum sales charge (7) (4,470)
Less estimated reimbursement to Sponsor for organization costs (3) (924)
_________
Net assets $ 146,131
=========
______________
<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 common stocks.
Aggregate cost of the Securities listed under "Schedule of Investments"
is based on their aggregate underlying value. The Trust has a Mandatory
Termination Date of February 22, 2016.
(2) An irrevocable letter of credit issued by The Bank of New York
Mellon, of which approximately $200,000 has been allocated to the Trust,
has been deposited with the Trustee as collateral, covering the monies
necessary for the purchase of the Securities according to their purchase
contracts.
(3) A portion of the Public Offering Price consists of an amount
sufficient to reimburse the Sponsor for all or a portion of the costs of
establishing the Trust. These costs have been estimated at $.0610 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 of the Trust are greater than the estimated amount,
only the estimated organization costs added to the Public Offering Price
will be reimbursed to the Sponsor and deducted from the assets of the
Trust.
(4) Represents the amount of mandatory deferred sales charge
distributions from the Trust of $.145 per Unit, payable to the Sponsor
in three approximately equal monthly installments beginning on March 20,
2015 and on the twentieth day of each month thereafter (or if such date
is not a business day, on the preceding business day) through May 20,
2015. If Unit holders redeem Units before May 20, 2015, they will have
to pay the remaining amount of the deferred sales charge applicable to
such Units when they redeem them.
(5) The creation and development fee ($.050 per Unit) is payable by the
Trust on behalf of Unit holders out of assets of the Trust at the end of
the initial offering period. If Units are redeemed prior to the close of
the initial offering period, the fee will not be deducted from the
proceeds.
(6) Net asset value per Unit is calculated by dividing the Trust's net
assets by the number of Units outstanding. This figure includes
organization costs and the creation and development fee, which will only
be assessed to Units outstanding at the close of the initial offering
period.
(7) The aggregate cost to investors in the Trust includes a maximum
sales charge (comprised of an initial and a deferred sales charge and
the creation and development fee) computed at the rate of 2.95% of the
Public Offering Price (equivalent to 2.98% of the net amount invested,
exclusive of the deferred sales charge and the creation and development
fee), assuming no reduction of the maximum sales charge as set forth
under "Public Offering."
</FN>
Page 6
Schedule of Investments
Richard Bernstein Advisors Cyclical Sector Income Portfolio, Series 2
FT 5146
At the Opening of Business on the
Initial Date of Deposit-November 21, 2014
[Enlarge/Download Table]
Percentage
of Aggregate Number Market Cost of
Ticker Symbol and Offering of Value Securities to
Name of Issuer of Securities (1)(3) Price Shares Share the Trust (2)
___________________________________ ____________ ______ ______ _____________
COMMON STOCKS (100.00%):
Consumer Discretionary (19.64%):
BBY Best Buy Co., Inc. 0.61% 24 $ 38.02 $ 912
COH Coach, Inc. 2.00% 83 36.13 2,999
CBRL Cracker Barrel Old Country Store, Inc. 1.98% 25 118.85 2,971
DRI Darden Restaurants, Inc. 2.01% 54 55.79 3,013
DSW DSW Inc. 1.27% 58 32.94 1,911
GME GameStop Corp. (Class A) 1.99% 68 43.87 2,983
GPS The Gap, Inc. 1.77% 66 40.14 2,649
GPC Genuine Parts Company 2.01% 30 100.66 3,020
HAS Hasbro, Inc. 2.00% 53 56.51 2,995
MAT Mattel, Inc. 2.00% 95 31.54 2,996
PETS PetMed Express, Inc. 2.00% 221 13.59 3,003
Energy (13.77%):
COP ConocoPhillips 2.00% 41 73.21 3,002
XOM Exxon Mobil Corporation 1.98% 31 95.82 2,970
FI Frank's International N.V. + 2.00% 147 20.38 2,996
HP Helmerich & Payne, Inc. 1.98% 37 80.36 2,973
PSX Phillips 66 2.02% 39 77.83 3,035
RES RPC, Inc. 0.61% 57 16.11 918
WNR Western Refining, Inc. 1.18% 42 42.15 1,770
WMB The Williams Companies, Inc. 2.00% 54 55.46 2,995
Industrials (25.02%):
MMM 3M Company 2.02% 19 159.36 3,028
BA The Boeing Company 2.02% 23 131.70 3,029
CPA COPA Holdings S.A. + 1.99% 27 110.38 2,980
CR Crane Co. 0.49% 12 61.05 733
PLOW Douglas Dynamics, Inc. 1.99% 130 23.00 2,990
EMR Emerson Electric Co. 2.01% 47 64.21 3,018
FAST Fastenal Company 1.71% 57 45.05 2,568
HI Hillenbrand, Inc. 1.99% 87 34.36 2,989
HNI HNI Corporation 0.85% 27 47.02 1,270
HON Honeywell International Inc. 2.00% 31 96.73 2,999
ITW Illinois Tool Works Inc. 1.08% 17 95.08 1,616
NOC Northrop Grumman Corporation 0.83% 9 138.45 1,246
RTN Raytheon Company 2.02% 29 104.25 3,023
ROK Rockwell Automation, Inc. 1.99% 27 110.36 2,980
UTX United Technologies Corporation 2.03% 28 108.82 3,047
Page 7
Schedule of Investments (cont'd.)
Richard Bernstein Advisors Cyclical Sector Income Portfolio, Series 2
FT 5146
At the Opening of Business on the
Initial Date of Deposit-November 21, 2014
[Enlarge/Download Table]
Percentage
of Aggregate Number Market Cost of
Ticker Symbol and Offering of Value Securities to
Name of Issuer of Securities (1)(3) Price Shares Share the Trust (2)
___________________________________ ____________ ______ ______ _____________
Information Technology (26.29%):
ACN Accenture Plc + 2.00% 36 $ 83.44 $ 3,004
ADP Automatic Data Processing, Inc. 2.02% 36 84.12 3,028
BR Broadridge Financial Solutions, Inc. 1.99% 66 45.32 2,991
HRS Harris Corporation 2.00% 42 71.49 3,003
IACI IAC/InterActiveCorp 0.82% 19 65.08 1,237
JCOM j2 Global, Inc. 1.56% 42 55.74 2,341
KLAC KLA-Tencor Corporation 1.99% 37 80.70 2,986
LLTC Linear Technology Corporation 2.01% 69 43.71 3,016
MCHP Microchip Technology Incorporated 1.99% 69 43.24 2,984
MSFT Microsoft Corporation 2.01% 62 48.70 3,019
PAYX Paychex, Inc. 1.99% 63 47.33 2,982
QCOM QUALCOMM Incorporated 1.98% 42 70.71 2,970
TXN Texas Instruments Incorporated 1.98% 57 52.23 2,977
XLNX Xilinx, Inc. 1.95% 66 44.25 2,920
Materials (15.28%):
AVY Avery Dennison Corporation 2.01% 63 47.87 3,016
CF CF Industries Holdings, Inc. 1.27% 7 273.07 1,911
CMP Compass Minerals International, Inc. 2.02% 33 91.72 3,027
DOW The Dow Chemical Company 1.99% 58 51.48 2,986
DD E.I. du Pont de Nemours and Company 2.00% 42 71.43 3,000
FF FutureFuel Corp. 2.00% 248 12.10 3,001
LYB LyondellBasell Industries N.V. + 1.99% 33 90.42 2,984
RPM RPM International, Inc. 2.00% 63 47.62 3,000
_______ ________
Total Investments 100.00% $150,010
======= ========
___________
<FN>
See "Notes to Schedule of Investments" on page 9.
Page 8
NOTES TO SCHEDULE OF INVESTMENTS
(1) All Securities are represented by regular way contracts to purchase
such Securities which are backed by an irrevocable letter of credit
deposited with the Trustee. The Sponsor entered into purchase contracts
for the Securities on November 21, 2014. Such purchase contracts are
expected to settle within three business days.
(2) The cost of the Securities to the Trust represents the aggregate
underlying value with respect to the Securities acquired (generally
determined by the closing sale prices of the listed Securities and the
ask prices of over-the-counter traded Securities at the Evaluation Time
on the business day prior to the Initial Date of Deposit). The valuation
of the Securities has been determined by the Evaluator, an affiliate of
the Sponsor. In accordance with Financial Accounting Standards Board
Accounting Standards Codification 820, "Fair Value Measurement," the
Trust's investments are classified as Level 1, which refers to
securities traded in an active market. The cost of the Securities to the
Sponsor and the Sponsor's loss (which is the difference between the cost
of the Securities to the Sponsor and the cost of the Securities to the
Trust) are $151,629 and $1,619, respectively.
(3) Common stocks of companies headquartered or incorporated outside the
United States comprise approximately 7.98% of the investments of the
Trust.
+ This Security represents the common stock of a foreign company which
trades directly or through an American Depositary Receipt ("ADR") on the
over-the-counter market or a U.S. national securities exchange.
</FN>
Page 9
The FT Series
The FT Series Defined.
We, First Trust Portfolios L.P. (the "Sponsor"), have created hundreds
of similar yet separate series of a unit investment trust which we have
named the FT Series. The series to which this prospectus relates, FT
5146, consists of a single portfolio known as Richard Bernstein Advisors
Cyclical Sector Income Portfolio, Series 2.
The Trust was created under the laws of the State of New York by a Trust
Agreement (the "Indenture") dated the Initial Date of Deposit. This
agreement, entered into among First Trust Portfolios L.P., as Sponsor,
The Bank of New York Mellon as Trustee, 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 800-621-1675, DEPT. CODE 2.
How We Created the Trust.
On the Initial Date of Deposit, we deposited a portfolio of common
stocks with the Trustee and, in turn, the Trustee delivered documents to
us representing our ownership of the Trust in the form of units ("Units").
After the Initial Date of Deposit, we may deposit additional Securities
in the Trust, or cash (including a letter of credit or the equivalent)
with instructions to buy more Securities, to create new Units for sale.
If we create additional Units, we will attempt, to the extent
practicable, to maintain the percentage relationship established among
the Securities on the Initial Date of Deposit (as set forth in "Schedule
of Investments"), adjusted to reflect the sale, redemption or
liquidation of any of the Securities or any stock split or a merger or
other similar event affecting the issuer of the Securities.
Since the prices of the Securities will fluctuate daily, the ratio of
Securities in the Trust, on a market value basis, will also change
daily. The portion of Securities represented by each Unit will not
change as a result of the deposit of additional Securities or cash in
the Trust. If we deposit cash, you and new investors may experience a
dilution of your investment. This is because prices of Securities will
fluctuate between the time of the cash deposit and the purchase of the
Securities, and because the Trust pays the associated brokerage fees. To
reduce this dilution, the Trust will try to buy the Securities as close
to the Evaluation Time and as close to the evaluation price as possible.
In addition, because the Trust pays the brokerage fees associated with
the creation of new Units and with the sale of Securities to meet
redemption and exchange requests, frequent redemption and exchange
activity will likely result in higher brokerage expenses.
An affiliate of the Trustee may receive these brokerage fees or the
Trustee may retain and pay us (or our affiliate) to act as agent for the
Trust to buy Securities. If we or an affiliate of ours act as agent to
the Trust we will be subject to the restrictions under the Investment
Company Act of 1940, as amended (the "1940 Act").
We cannot guarantee that the Trust will keep its present size and
composition for any length of time. Securities may be periodically sold
under certain circumstances to satisfy Trust obligations, to meet
redemption requests and, as described in "Removing Securities from the
Trust," to maintain the sound investment character of the Trust, and the
proceeds received by the Trust will be used to meet Trust obligations or
distributed to Unit holders, but will not be reinvested. However,
Securities will not be sold to take advantage of market fluctuations or
changes in anticipated rates of appreciation or depreciation, or if they
no longer meet the criteria by which they were selected. You will not be
able to dispose of or vote any of the Securities in the Trust. As the
holder of the Securities, the Trustee will vote the Securities and,
except as described in "Removing Securities from the Trust," will
endeavor to vote the Securities such that the Securities are voted as
closely as possible in the same manner and the same general proportion
as are the Securities held by owners other than 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 transactional sales charge
resulting from the failed contract on the next Income Distribution Date.
Any Replacement Security the Trust acquires will be identical to those
from the failed contract.
Portfolio
Objective.
The Trust seeks above-average total return through a combination of
capital appreciation and dividend income.
Page 10
The Federal Reserve has been pushing liquidity into the economy seeking
to stimulate growth. That additional liquidity traditionally causes
cyclical sectors to rotate into favor. Cyclical industries typically
perform well when the economy is growing and suffer when the economy
stagnates or shrinks. When jobs are being added and wages are rising,
people tend to purchase cars, travel, or buy new homes and companies in
these industries often benefit. It is Richard Bernstein Advisors LLC's
("RBA") belief that the current economic cycle may last longer than the
average cycle because of this current cycle's slow growth and
uncertainty.
Portfolio Selection Process.
The stocks are selected for the Trust by RBA using a comprehensive
process. There is no assurance the objective of the Trust will be met.
Define the Universe: RBA begins with companies in the Russell 3000
Index. The Russell 3000 Index measures the performance of the largest
3,000 U.S. companies representing approximately 98% of the investable
U.S. equity market.
Sector Selection: Companies will be chosen from the consumer
discretionary, energy, industrials, information technology and materials
sectors. Sector exposure will be limited to the Russell 3000 Index
sector weights plus 20%.
Stock Selection: Stocks will be selected based on the following criteria:
- Dividend yield greater than S&P 500 dividend yield;
- Previous year dividend growth greater than 0%;
- Return-on-Equity greater than S&P 500 Return-on-Equity;
- Debt-to-Equity less than S&P 500 Debt-to-Equity; and
- Forward 12 months earnings per share greater than or equal to $0.
Portfolio Criteria:
- $6 minimum share price;
- $200 million minimum market cap;
- Liquidity of at least $1 million trading volume on average; and
- Each stock limited to approximately 2% of the total portfolio.
Proprietary Portfolio Optimization: RBA's quantitative techniques seek
income in a risk-controlled process to attempt to gain yield. A
proprietary optimization method is used to weight the stocks. This step
attempts to reduce the volatility of the overall portfolio.
From time to time in the prospectus or in marketing materials we may
identify a portfolio's style and capitalization characteristics to
describe a trust. These characteristics are designed to help you better
understand how the Trust may fit into your overall investment plan.
These characteristics are determined by the Sponsor as of the Initial
Date of Deposit and, due to changes in the value of the Securities, may
vary thereafter. In addition, from time to time, analysts and research
professionals may apply different criteria to determine a Security's
style and capitalization characteristics, which may result in
designations which differ from those arrived at by the Sponsor. In
general, growth stocks are those with high relative price-to-book ratios
while value stocks are those with low relative price-to-book ratios. At
least 65% of the stocks in a trust on the trust's initial date of
deposit must fall into either the growth or value category for a trust
itself to receive the designation. Trusts that do not meet this criteria
are designated as blend trusts. In determining market capitalization
characteristics, we analyze the market capitalizations of the 3,000
largest stocks in the United States (excluding foreign securities, ADRs,
limited partnerships and regulated investment companies). Companies with
market capitalization among the largest 10% are considered Large-Cap
securities, the next 20% are considered Mid-Cap securities and the
remaining securities are considered Small-Cap securities. Both the
weighted average market capitalization of a trust and at least half of
the Securities in a trust must be classified as either Large-Cap, Mid-
Cap or Small-Cap in order for a trust to be designated as such. Trusts,
however, may contain individual stocks that do not fall into its stated
style or market capitalization designation.
Of course, as with any similar investments, there can be no guarantee
that the objective of the Trust will be achieved. See "Risk Factors" for
a discussion of the risks of investing in the Trust.
Risk Factors
Price Volatility. The Trust invests in common stocks. The value of the
Trust's Units will fluctuate with changes in the value of these common
stocks. Common stock prices fluctuate for several reasons including
changes in investors' perceptions of the financial condition of an
issuer or the general condition of the relevant stock market, such as
the current market volatility, or when political or economic events
affecting the issuers occur. In addition, common stock prices may be
particularly sensitive to rising interest rates, as the cost of capital
rises and borrowing costs increase.
Page 11
Because the Trust is not managed, the Trustee will not sell stocks in
response to or in anticipation of market fluctuations, as is common in
managed investments. As with any investment, we cannot guarantee that
the performance of the Trust will be positive over any period of time,
especially the relatively short 15-month life of the Trust, or that you
won't lose money. Units of the Trust are not deposits of any bank and
are not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.
Current Economic Conditions. The global economy continues to experience
subdued growth. Most developed and developing economies are continuing
to struggle against the lingering effects of the financial crisis which
began in 2007, grappling in particular with the challenges of taking
appropriate fiscal and monetary policy actions. Inflation remains tame
worldwide, 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.
Concentration Risk. When at least 25% of a Trust's portfolio is invested
in securities issued by companies within a single sector, the Trust is
considered to be concentrated in that particular sector. A portfolio
concentrated in a single sector may present more risks than a portfolio
broadly diversified over several sectors.
The Trust is concentrated in stocks of industrial and information technology
companies.
Industrials. General risks of industrial companies include the general
state of the economy, intense competition, consolidation, domestic and
international politics, excess capacity and consumer spending trends. In
addition, they may also be significantly affected by overall capital
spending levels, economic cycles, technical obsolescence, delays in
modernization, labor relations, government regulations and e-commerce
initiatives.
Industrial companies may also be affected by factors more specific to
their individual industries. Industrial machinery manufacturers may be
subject to declines in consumer demand and the need for modernization.
Aerospace and defense companies may be influenced by decreased demand
for new equipment, aircraft order cancellations, changes in aircraft-
leasing contracts and cutbacks in profitable business travel.
Agricultural equipment businesses may be influenced by fluctuations in
farm income, farm commodity prices, government subsidies and weather
conditions. The number of housing starts, levels of public and non-
residential construction including weakening demand for new office and
retail space, and overall construction spending may adversely affect
construction equipment manufacturers, while overproduction,
consolidation and weakening global economies may lead to deteriorating
sales for auto and truck makers and their suppliers.
Information Technology. Technology companies are generally subject to
the risks of rapidly changing technologies; short product life cycles;
fierce competition; aggressive pricing; frequent introduction of new or
enhanced products; the loss of patent, copyright and trademark
protections; cyclical market patterns; evolving industry standards; and
frequent new product introductions. Technology companies may be smaller
and less experienced companies, with limited product lines, markets or
financial resources. Technology company stocks have experienced extreme
price and volume fluctuations that are often unrelated to their
operating performance. Also, the stocks of many Internet companies have
exceptionally high price-to-earnings ratios with little or no earnings
histories.
Dividends. There is no guarantee that the issuers of the Securities will
declare dividends in the future or that if declared they will either
remain at current levels or increase over time.
Foreign Securities. Certain of the Securities in the Trust are issued by
foreign entities, which makes the Trust subject to more risks than if it
invested solely in domestic securities. These Securities are either
directly listed on a U.S. securities exchange or are in the form of ADRs
which trade on the over-the-counter market or are listed on a U.S.
securities exchange. Risks of foreign securities include higher
Page 12
brokerage costs; different accounting standards; expropriation,
nationalization or other adverse political or economic developments;
currency devaluations, blockages or transfer restrictions; restrictions
on foreign investments and exchange of securities; inadequate financial
information; lack of liquidity of certain foreign markets; and less
government supervision and regulation of exchanges, brokers, and issuers
in foreign countries. Political and/or economic turmoil in certain
regions or countries and certain natural disasters may increase the
volatility of certain foreign markets. Investments in debt securities of
foreign governments present special risks, including the fact that
issuers may be unable or unwilling to repay principal and/or interest
when due in accordance with the terms of such debt, or may be unable to
make such repayments when due in the currency required under the terms
of the debt. Political, economic and social events also may have a
greater impact on the price of debt securities issued by foreign
governments than on the price of U.S. securities. Risks associated with
investing in foreign securities may be more pronounced in emerging
markets where the securities markets are substantially smaller, less
developed, less liquid, less regulated, and more volatile than the
securities markets of the United States and developed foreign markets.
Small-Cap Companies. Certain of the Securities in the Trust are issued
by companies which have been designated by the Sponsor as small-cap.
Smaller companies present some unique investment risks. Small-caps may
have limited product lines, as well as shorter operating histories, less
experienced management and more limited financial resources than larger
companies. Stocks of smaller companies may be less liquid than those of
larger companies and may experience greater price fluctuations than
larger companies. In addition, small-cap stocks may not be widely
followed by the investment community, which may result in low demand.
Legislation/Litigation. From time to time, various legislative
initiatives are proposed in the United States and abroad which may have
a negative impact on certain of the companies represented in the Trust.
In addition, litigation regarding any of the issuers of the Securities,
such as that concerning Microsoft Corporation, or the industries
represented by these issuers, may negatively impact the value of these
Securities. We cannot predict what impact any pending or threatened
litigation will have on the value of the Securities.
Securities Selection. While Richard Bernstein Advisors LLC has carefully
evaluated and approved the Securities in the Trust for this purpose, it
may choose for any reason not to recommend any or all of the Securities
for another purpose or at a later date. This may affect the value of
your Units. In addition, Richard Bernstein Advisors LLC in its general
securities business acts as agent or principal in connection with buying
and selling stocks, including the Securities, and may have bought the
Securities for the Trust, thereby benefiting.
Public Offering
The Public Offering Price.
Units will be purchased at the Public Offering Price, the price per Unit
of which is comprised of the following:
- The aggregate underlying value of the Securities;
- The amount of any cash in the Income and Capital Accounts;
- Dividends receivable on Securities; and
- The maximum sales charge (which combines an initial upfront sales
charge, a deferred sales charge and the creation and development fee).
The price you pay for your Units will differ from the amount stated
under "Summary of Essential Information" due to various factors,
including fluctuations in the prices of the Securities and changes in
the value of Income and/or Capital Accounts.
Although you are not required to pay for your Units until three business
days following your order (the "date of settlement"), you may pay before
then. You will become the owner of Units ("Record Owner") on the date of
settlement if payment has been received. If you pay for your Units
before the date of settlement, we may use your payment during this time
and it may be considered a benefit to us, subject to the limitations of
the Securities Exchange Act of 1934, as amended.
Organization Costs. Securities purchased with the portion of the Public
Offering Price intended to be used to reimburse the Sponsor for the
Trust's organization costs (including costs of preparing the
registration statement, the Indenture and other closing documents,
registering Units with the Securities and Exchange Commission ("SEC")
and states, licensing fees required for the establishment of the Trust
under license agreements which provide for full payment of the licensing
fee not later than the conclusion of the organization expense period,
the Portfolio Consultant's fee, the initial audit of the Trust's
statement of net assets, legal fees and the initial fees and expenses of
the Trustee) will be purchased in the same proportionate relationship as
all the Securities contained in the Trust. Securities will be sold to
reimburse the Sponsor for the Trust's organization costs at the end of
the initial offering period (a significantly shorter time period than
the life of the Trust). During the initial offering period, there may be
a decrease in the value of the Securities. To the extent the proceeds
Page 13
from the sale of these Securities are insufficient to repay the Sponsor
for Trust organization costs, the Trustee will sell additional
Securities to allow the Trust to fully reimburse the Sponsor. In that
event, the net asset value per Unit of the Trust will be reduced by the
amount of additional Securities sold. Although the dollar amount of the
reimbursement due to the Sponsor will remain fixed and will never exceed
the per Unit amount set forth for the Trust in "Notes to Statement of
Net Assets," this will result in a greater effective cost per Unit to
Unit holders for the reimbursement to the Sponsor. To the extent actual
organization costs are less than the estimated amount, only the actual
organization costs will ultimately be charged to the Trust. When
Securities are sold to reimburse the Sponsor for organization costs, the
Trustee will sell Securities, to the extent practicable, which will
maintain the same proportionate relationship among the Securities
contained in the Trust as existed prior to such sale.
Minimum Purchase.
The minimum amount per account you can purchase of the Trust is
generally $1,000 worth of Units ($500 if you are purchasing Units for
your Individual Retirement Account or any other qualified retirement
plan), but such amounts may vary depending on your selling firm.
Maximum Sales Charge.
The maximum sales charge is comprised of a transactional sales charge
and a creation and development fee. After the initial offering period
the maximum sales charge will be reduced by 0.50%, to reflect the amount
of the previously charged creation and development fee.
Transactional Sales Charge.
The transactional sales charge you will pay has both an initial and a
deferred component.
Initial Sales Charge. The initial sales charge, which you will pay at
the time of purchase, is equal to the difference between the maximum
sales charge of 2.95% of the Public Offering Price and the sum of the
maximum remaining deferred sales charge and creation and development fee
(initially $.195 per Unit). On the Initial Date of Deposit, the initial
sales charge is equal to approximately 1.00% of the Public Offering
Price of a Unit. Thereafter, it will vary from 1.00% depending on the
purchase price of your Units and as deferred sales charge and creation
and development fee payments are made. When the Public Offering Price
exceeds $10.00 per Unit, the initial sales charge will exceed 1.00% of
the Public Offering Price.
Monthly Deferred Sales Charge. In addition, three monthly deferred sales
charges of approximately $.0484 per Unit will be deducted from the
Trust's assets on approximately the twentieth day of each month from
March 20, 2015 through May 20, 2015. If you buy Units at a price of less
than $10.00 per Unit, the dollar amount of the deferred sales charge
will not change, but the deferred sales charge on a percentage basis
will be more than 1.45% of the Public Offering Price.
Creation and Development Fee.
As Sponsor, we will also receive, and the Unit holders will pay, a
creation and development fee. See "Expenses and Charges" for a
description of the services provided for this fee. The creation and
development fee is a charge of $.050 per Unit collected at the end of
the initial offering period. If you buy Units at a price of less than
$10.00 per Unit, the dollar amount of the creation and development fee
will not change, but the creation and development fee on a percentage
basis will be more than 0.50% of the Public Offering Price.
Discounts for Certain Persons.
The maximum sales charge is 2.95% per Unit and the maximum dealer
concession is 2.25% per Unit. However, if you invest at least $50,000
including any proceeds as described below (except if you are purchasing
for "Fee Accounts" as described below), the maximum sales charge for the
amount of the investment eligible to receive the reduced sales charge is
reduced as follows:
Your maximum Dealer
If you invest sales charge concession
(in thousands):* will be: will be:
__________________________________________________________
$50 but less than $100 2.70% 2.00%
$100 but less than $250 2.45% 1.75%
$250 but less than $500 2.20% 1.50%
$500 but less than $1,000 1.95% 1.25%
$1,000 or more 1.40% 0.75%
* The breakpoints will be adjusted to take into consideration purchase
orders stated in dollars which cannot be completely fulfilled due to the
requirement that only whole Units be issued.
The reduced sales charge for quantity purchases will apply only to
purchases not eligible for the Rollover, redemption or termination proceeds
discount set forth below made by the same person on any one day from any
one dealer. To help you reach the above levels, you can combine the
Units you purchase of the Trust with any other same day purchases of
other trusts for which we are Principal Underwriter and are currently in
the initial offering period. In addition, we will also consider Units
you purchase in the name of your spouse, or the equivalent if recognized
under local law, or child (including step-children) under the age of 21
living in the same household to be purchases by you. The reduced sales
charges will also apply to a trustee or other fiduciary purchasing Units
for a single trust estate or single fiduciary account including pension,
profit sharing or employee benefit plans, as well as multiple-employee
benefit plans of a single employer or affiliated employers (provided
they are not aggregated with personal accounts). You must inform your
dealer of any combined purchases before the sale in order to be eligible
for the reduced sales charge.
Page 14
You are entitled to use your Rollover proceeds from a previous series of
the Trust, redemption or termination proceeds from any unit investment
trust (regardless of who was sponsor) to purchase Units of the Trust
during the initial offering period at the Public Offering Price less
1.00% (for purchases of $1,000,000 or more, the maximum sales charge will
be limited to 1.40% of the Public Offering Price), but you will not be
eligible to receive the reduced sales charges described in the above
table with respect to such proceeds. Please note that if you purchase
Units of the Trust in this manner using redemption proceeds from trusts
which assess the amount of any remaining deferred sales charge at
redemption, you should be aware that any deferred sales charge remaining
on these units will be deducted from those redemption proceeds. In order
to be eligible to receive the reduced sales charge described in this
paragraph, the trade date of the Rollover, redemption or termination
resulting in the receipt of such proceeds must have occurred within 30
calendar days prior to your Unit purchase. In addition, this program will
only be available for investors that utilize the same broker/dealer (or a
different broker/dealer with appropriate notification) for both the Unit
purchase and the transaction resulting in the receipt of the Rollover,
termination or redemption proceeds used for the Unit purchase and such
transaction must be from the same account. You may be required to provide
appropriate documentation or other information to your broker/dealer to
evidence your eligibility for this reduced sales charge program.
If you are purchasing Units for an investment account, the terms of
which provide that your registered investment advisor or registered
broker/dealer (a) charges periodic fees in lieu of commissions; (b)
charges for financial planning, investment advisory or asset management
services; or (c) charges a comprehensive "wrap fee" or similar fee for
these or comparable services ("Fee Accounts"), you will not be assessed
the transactional sales charge described in this section on such
purchases. These Units will be designated as Fee Account Units and,
depending upon the purchase instructions we receive, assigned either a
Fee Account Cash CUSIP Number, if you elect to have distributions paid
to you, or a Fee Account Reinvestment CUSIP Number, if you elect to have
distributions reinvested into additional Units of the Trust. Certain Fee
Account Unit holders may be assessed transaction or other account fees
on the purchase and/or redemption of such Units by their registered
investment advisor, broker/dealer or other processing organizations for
providing certain transaction or account activities. Fee Account Units
are not available for purchase in the secondary market. We reserve the
right to limit or deny purchases of Units not subject to the
transactional sales 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, Richard Bernstein Advisors LLC and
dealers and their affiliates will purchase Units at the Public Offering
Price less the applicable dealer concession, subject to the policies of
the related selling firm. Immediate family members include spouses, or
the equivalent if recognized under local law, children or step-children
under the age of 21 living in the same household, parents or step-
parents and trustees, custodians or fiduciaries for the benefit of such
persons. Only employees, officers and directors of companies that allow
their employees to participate in this employee discount program are
eligible for the discounts.
You will be charged the deferred sales charge per Unit regardless of any
discounts. However, if you are eligible to receive a discount such that
the maximum sales charge you must pay is less than the applicable
maximum deferred sales charge, including Fee Account Units, you will be
credited additional Units with a dollar value equal to the difference
between your maximum sales charge and the maximum deferred sales charge
at the time you buy your Units. If you elect to have distributions
reinvested into additional Units of the Trust, in addition to the
reinvestment Units you receive you will also be credited additional
Units with a dollar value at the time of reinvestment sufficient to
cover the amount of any remaining deferred sales charge and creation and
development fee to be collected on such reinvestment Units. The dollar
value of these additional credited Units (as with all Units) will
fluctuate over time, and may be less on the dates deferred sales charges
or the creation and development fee are collected than their value at
the time they were issued.
The Value of the Securities.
The Evaluator will determine the aggregate underlying value of the
Securities in the Trust as of the Evaluation Time on each business day
and will adjust the Public Offering Price of the Units according to this
valuation. This Public Offering Price will be effective for all orders
received before the Evaluation Time on each such day. If we or the
Trustee receive orders for purchases, sales or redemptions after that
time, or on a day which is not a business day, they will be held until
the next determination of price. The term "business day" as used in this
prospectus shall mean any day on which the NYSE is open.
Page 15
The aggregate underlying value of the Securities in the Trust will be
determined as follows: if the Securities are listed on a national or
foreign securities exchange or The NASDAQ Stock Market(R), their value
shall generally be based on the closing sale price on the exchange or
system which is the principal market therefore ("Primary Exchange"),
which shall be deemed to be the NYSE if the Securities are listed
thereon (unless the Evaluator deems such price inappropriate as the
basis for evaluation). In the event a closing sale price on the Primary
Exchange is not published, the Securities will be valued based on the
last trade price on the Primary Exchange. If no trades occur on the
Primary Exchange for a specific trade date, the value will be based on
the closing sale price from, in the opinion of the Evaluator, an
appropriate secondary exchange, if any. If no trades occur on the
Primary Exchange or any appropriate secondary exchange on a specific
trade date, the Evaluator will determine the value of the Securities
using the best information available to the Evaluator, which may include
the prior day's evaluated price. If the Security is an American
Depositary Receipt ("ADR"), Global Depositary Receipt ("GDR") or other
similar security in which no trade occurs on the Primary Exchange or any
appropriate secondary exchange on a specific trade date, the value will
be based on the evaluated price of the underlying security, determined
as set forth above, after applying the appropriate ADR/GDR ratio, the
exchange rate and such other information which the Evaluator deems
appropriate. For purposes of valuing Securities traded on The NASDAQ
Stock Market(R), closing sale price shall mean the NASDAQ(R) Official
Closing Price as determined by The NASDAQ Stock Market LLC. If the
Securities are not so listed or, if so listed and the principal market
therefore is other than on the Primary Exchange or any appropriate
secondary exchange, the value shall generally be based on the current
ask price on the over-the-counter market (unless the Evaluator deems
such price inappropriate as a basis for evaluation). If current ask
prices are unavailable, the value is generally determined (a) on the
basis of current ask prices for comparable securities, (b) by appraising
the value of the Securities on the ask side of the market, or (c) any
combination of the above. If such prices are in a currency other than
U.S. dollars, the value of such Security shall be converted to U.S.
dollars based on current exchange rates (unless the Evaluator deems such
prices inappropriate as a basis for evaluation). If the Evaluator deems
a price determined as set forth above to be inappropriate as the basis
for evaluation, the Evaluator shall use such other information available
to the Evaluator which it deems appropriate as the basis for determining
the value of a Security.
After the initial offering period is over, the aggregate underlying
value of the Securities will be determined as set forth above, except
that bid prices are used instead of ask prices when necessary.
Distribution of Units
We intend to qualify Units of the Trust for sale in a number of states.
All Units will be sold at the then current Public Offering Price.
The Sponsor compensates intermediaries, such as broker/dealers and
banks, for their activities that are intended to result in sales of
Units of the Trust. This compensation includes dealer concessions
described in the following section and may include additional
concessions and other compensation and benefits to broker/dealers and
other intermediaries.
Dealer Concessions.
Dealers and other selling agents can purchase Units at prices which
reflect a concession or agency commission of 2.25% of the Public Offering
Price per Unit, subject to the reduced concession applicable to volume
purchases as set forth in "Public Offering-Discounts for Certain
Persons." However, for Units subject to a transactional sales charge
which are purchased using redemption or termination proceeds or on
purchases by Rollover Unit holders this amount will be reduced to 1.30%
of the sales price of these Units (0.75% for purchases of $1,000,000 or
more).
Eligible dealer firms and other selling agents who, during the previous
consecutive 12-month period through the end of the most recent month,
sold primary market units of unit investment trusts sponsored by us in
the dollar amounts shown below will be entitled to the following
additional sales concession on primary market sales of units during the
current month of unit investment trusts sponsored by us:
Page 16
Total sales Additional
(in millions) Concession
____________________________________________________
$25 but less than $100 0.050%
$100 but less than $150 0.075%
$150 but less than $250 0.100%
$250 but less than $500 0.115%
$500 but less than $750 0.125%
$750 but less than $1,000 0.130%
$1,000 but less than $1,500 0.135%
$1,500 but less than $2,000 0.140%
$2,000 but less than $3,000 0.150%
$3,000 but less than $4,000 0.160%
$4,000 but less than $5,000 0.170%
$5,000 or more 0.175%
Dealers and other selling agents will not receive a concession on the
sale of Units which are not subject to a transactional sales charge, but
such Units will be included in determining whether the above volume
sales levels are met. Eligible dealer firms and other selling agents
include clearing firms that place orders with First Trust and provide
First Trust with information with respect to the representatives who
initiated such transactions. Eligible dealer firms and other selling
agents will not include firms that solely provide clearing services to
other broker/dealer firms or firms who place orders through clearing
firms that are eligible dealers. We reserve the right to change the
amount of concessions or agency commissions from time to time. Certain
commercial banks may be making Units of the Trust available to their
customers on an agency basis. A portion of the transactional sales
charge paid by these customers is kept by or given to the banks in the
amounts shown above.
Other Compensation and Benefits to Broker/Dealers.
The Sponsor, at its own expense and out of its own profits, currently
provides additional compensation and benefits to broker/dealers who sell
Units of this Trust and other First Trust products. This compensation is
intended to result in additional sales of First Trust products and/or
compensate broker/dealers and financial advisors for past sales. A
number of factors are considered in determining whether to pay these
additional amounts. Such factors may include, but are not limited to,
the level or type of services provided by the intermediary, the level or
expected level of sales of First Trust products by the intermediary or
its agents, the placing of First Trust products on a preferred or
recommended product list, access to an intermediary's personnel, and
other factors. The Sponsor makes these payments for marketing,
promotional or related expenses, including, but not limited to, expenses
of entertaining retail customers and financial advisers, advertising,
sponsorship of events or seminars, obtaining information about the
breakdown of unit sales among an intermediary's representatives or
offices, obtaining shelf space in broker/dealer firms and similar
activities designed to promote the sale of the Sponsor's products. The
Sponsor makes such payments to a substantial majority of intermediaries
that sell First Trust products. The Sponsor may also make certain
payments to, or on behalf of, intermediaries to defray a portion of
their costs incurred for the purpose of facilitating Unit sales, such as
the costs of developing 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.
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
Page 17
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.
The Sponsor's Profits
We will receive a gross sales commission equal to the maximum
transactional sales charge per Unit for the Trust less any reduction as
stated in "Public Offering." We will also receive the amount of any
collected creation and development fee. Also, any difference between our
cost to purchase the Securities and the price at which we sell them to
the Trust is considered a profit or loss (see Note 2 of "Notes to
Schedule of Investments"). During the initial offering period, dealers
and others may also realize profits or sustain losses as a result of
fluctuations in the Public Offering Price they receive when they sell
the Units.
In maintaining a market for the Units, any difference between the price
at which we purchase Units and the price at which we sell or redeem them
will be a profit or loss to us.
The Secondary Market
Although not obligated, we may maintain a market for the Units after the
initial offering period and continuously offer to purchase Units at
prices based on the Redemption Price per Unit.
We will pay all expenses to maintain a secondary market, except the
Evaluator fees and Trustee costs to transfer and record the ownership of
Units. We may discontinue purchases of Units at any time. IF YOU WISH TO
DISPOSE OF YOUR UNITS, YOU SHOULD ASK US FOR THE CURRENT MARKET PRICES
BEFORE MAKING A TENDER FOR REDEMPTION TO THE TRUSTEE (OR THE FTPS UNIT
SERVICING AGENT IN THE CASE OF FTPS UNITS). If you sell or redeem your
Units before you have paid the total deferred sales charge on your
Units, you will have to pay the remainder at that time.
How We Purchase Units
The Trustee (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
that 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 tendered Units in the over-the-
counter market, if any. However, the amount you will receive is the same
as you would have received on redemption of the Units.
Expenses and Charges
The estimated annual expenses of the Trust are listed under "Fee Table."
If actual expenses of the Trust exceed the estimate, the Trust will bear
the excess. The Trustee will pay operating expenses of the Trust from
the Income Account of the Trust if funds are available, and then from
the Capital Account. The Income and Capital Accounts are non-interest-
bearing to Unit holders, so the Trustee may earn interest on these
funds, thus benefiting from their use.
First Trust Advisors L.P., an affiliate of ours, acts as 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. 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.
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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 fee paid to us or
our affiliates for providing services to all unit investment trusts be
more than the actual cost of providing such services in such year.
As Sponsor, we will receive a fee from the Trust for creating and
developing the Trust, including determining the Trust's objectives,
policies, composition and size, selecting service providers and
information services and for providing other similar administrative and
ministerial functions. The "creation and development fee" is a charge of
$.050 per Unit outstanding at the end of the initial offering period.
The Trustee will deduct this amount from the Trust's assets as of the
close of the initial offering period. We do not use this fee to pay
distribution expenses or as compensation for sales efforts. This fee
will not be deducted from your proceeds if you sell or redeem your Units
before the end of the initial offering period.
In addition to the Trust's operating expenses and those fees described
above, the Trust may also incur the following charges:
- All legal expenses of the Trustee according to its responsibilities
under the Indenture;
- The expenses and costs incurred by the Trustee to protect the Trust
and your rights and interests;
- Fees for any extraordinary services the Trustee performed under the
Indenture;
- Payment for any loss, liability or expense the Trustee incurred
without negligence, bad faith or willful misconduct on its part, in
connection with its acceptance or administration of the Trust;
- Payment for any loss, liability or expenses we incurred without
negligence, bad faith or willful misconduct in acting as Sponsor of the
Trust;
- Foreign custodial and transaction fees (which may include compensation
paid to the Trustee or its subsidiaries or affiliates), if any; and/or
- All taxes and other government charges imposed upon the Securities or
any part of the Trust.
The above expenses and the Trustee's annual fee are secured by a lien on
the Trust. In addition, if there is not enough cash in the Income or
Capital Account, the Trustee has the power to sell Securities to make
cash available to pay these charges which may result in capital gains or
losses to you. See "Tax Status."
Tax Status
Federal Tax Matters.
This section summarizes some of the main U.S. federal income tax
consequences of owning Units of the Trust. This section is current as of
the date of this prospectus. Tax laws and interpretations change
frequently, and these summaries do not describe all of the tax
consequences to all taxpayers. For example, except as specifically
provided below, these summaries generally do not describe your situation
if you are a corporation, a non-U.S. person, a broker/dealer, or other
investor with special circumstances. In addition, this section may not
describe your state, local or foreign tax consequences.
This federal income tax summary is based in part on the advice 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.
Trust distributions are generally taxable. After the end of each year,
you will receive a tax statement that separates the Trust's
distributions into ordinary dividends, capital gains dividends and
returns of capital. 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, however, as
further discussed below, certain ordinary income distributions received
from the Trust may be taxed at the capital gains tax rates. Generally,
you will treat all capital gains dividends as 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
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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.
Distributions with Respect to Certain Stock Dividends.
Ordinary income dividends received by an individual Unit holder from a
regulated investment company such as the Trust are generally taxed at
the same rates that apply to net capital gain, as discussed below,
provided certain holding period requirements are satisfied and provided
the dividends are attributable to qualifying dividends received by the
Trust itself. Dividends that do not meet these requirements will
generally be taxed at ordinary income rates. The Trust will provide
notice to its Unit holders of the amount of any distribution which may
be taken into account as a dividend which is eligible for the capital
gains tax rates.
Dividends Received Deduction.
A corporation that owns Units generally will not be entitled to the
dividends received deduction with respect to many dividends received
from the Trust because the dividends received deduction is generally not
available for distributions from regulated investment companies.
However, certain ordinary income dividends on Units that are
attributable to qualifying dividends received by the Trust from certain
corporations may be reported by the Trust as being eligible for the
dividends received deduction.
Sale or Redemption of Units.
If you sell or redeem your Units, you will generally recognize a taxable
gain or loss. To determine the amount of this gain or loss, you must
subtract your tax basis in your Units from the amount you receive in the
transaction. Your tax basis in your Units is generally equal to the cost
of your Units, generally including sales charges. In some cases,
however, you may have to adjust your tax basis after you purchase your
Units.
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. However, if you receive a capital gain dividend from the Trust
and sell your Units at a loss after holding it for six months or less,
the loss will be recharacterized as long-term capital loss to the extent
of the capital gain dividend received. The tax rates for capital gains
realized from assets held for one year or less are generally the same as
for ordinary income. The Internal Revenue Code treats certain capital
gains as ordinary income in special situations.
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.
In-Kind Distributions.
Under certain circumstances as described in this prospectus, you may
request an In-Kind Distribution of Trust assets when you redeem your
Units at any time prior to 10 business days before the Trust's Mandatory
Termination Date. By electing to receive an In-Kind Distribution, you
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will receive Trust assets plus, possibly, cash. THIS DISTRIBUTION IS
SUBJECT TO TAXATION, AND YOU WILL GENERALLY RECOGNIZE GAIN OR LOSS,
GENERALLY BASED ON THE VALUE AT THAT TIME OF THE SECURITIES AND THE
AMOUNT OF CASH RECEIVED. The IRS could, however, assert that a loss
could not be currently deducted.
Rollovers.
If you elect to have your proceeds from the Trust rolled over into a
future series of the Trust, the exchange would generally be considered a
sale for federal income tax purposes.
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.
Investments in Certain Foreign Corporations.
If the Trust holds an equity interest in any "passive foreign investment
companies" ("PFICs"), which are generally certain foreign corporations
that receive at least 75% of their annual gross income from passive
sources (such as interest, dividends, certain rents and royalties or
capital gains) or that hold at least 50% of their assets in investments
producing such passive income, the Trust could be subject to U.S.
federal income tax and additional interest charges on gains and certain
distributions with respect to those equity interests, even if all the
income or gain is timely distributed to its Unit holders. Similarly, if
the Trust invests in a fund (a "Portfolio Fund") that invests in PFICs,
the Portfolio Fund may be subject to such taxes. The Trust will not be
able to pass through to its Unit holders any credit or deduction for
such taxes whenever the taxes are imposed at the Trust level or on a
Portfolio Fund. The Trust (or the Portfolio Fund) may be able to make an
election that could ameliorate these adverse tax consequences. In this
case, the Trust (or the Portfolio Fund) would recognize as ordinary
income any increase in the value of such PFIC shares, and as ordinary
loss any decrease in such value to the extent it did not exceed prior
increases included in income. Under this election, the Trust (or the
Portfolio Fund) might be required to recognize in a year income in
excess of its distributions from PFICs and its proceeds from
dispositions of PFIC stock during that year, and such income would
nevertheless be subject to the distribution requirement and would be
taken into account for purposes of the 4% excise tax. Dividends paid by
PFICs will not be treated as qualified dividend income.
Foreign Investors.
If you are a foreign investor (i.e., an investor other than a U.S.
citizen or resident or a U.S. corporation, partnership, estate or
trust), you should be aware that, generally, subject to applicable tax
treaties, distributions from the Trust will be characterized as
dividends for federal income tax purposes (other than dividends which
the Trust properly reports as capital gain dividends) and will be
subject to U.S. income taxes, including withholding taxes, subject to
certain exceptions described below. However, 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 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.
Foreign Tax Credit.
If at least 50% of the value of the total assets of the Trust (at the
close of the taxable year) is represented by foreign securities or at
least 50% of the value of the total assets of the Trust (at the close of
each quarter of the taxable year) is represented by interests in other
RICs, the tax statement that you receive may include an item showing
foreign taxes the Trust paid to other countries. In this case, dividends
taxed to you will include your share of the taxes the Trust paid to
other countries. You may be able to deduct or receive a tax credit for
your share of these taxes.
You should consult your tax advisor regarding potential foreign, state
or local taxation with respect to your Units.
Retirement Plans
You may purchase Units of the Trust for:
- Individual Retirement Accounts;
- Keogh Plans;
- Pension funds; and
- Other tax-deferred retirement plans.
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Generally, the federal income tax on capital gains and income received
in each of the above plans is deferred until you receive distributions.
These distributions are generally treated as ordinary income but may, in
some cases, be eligible for special averaging or tax-deferred rollover
treatment. Before participating in a plan like this, you should review
the tax laws regarding these plans and consult your attorney or tax
advisor. Brokerage firms and other financial institutions offer these
plans with varying fees and charges.
Rights of Unit Holders
Unit Ownership.
Ownership of Units will not be evidenced by certificates. If you
purchase or hold Units through a broker/dealer or bank, your ownership
of Units will be recorded in book-entry form at the Depository Trust
Company ("DTC") and credited on its records to your broker/dealer's or
bank's DTC account. 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 Income Account and Capital Account in
connection with each distribution. In addition, at the end of each
calendar year, the Trustee will prepare a statement which contains the
following information:
- A summary of transactions in the Trust for the year;
- A list of any Securities sold during the year and the Securities held
at the end of that year by the Trust;
- The Redemption Price per Unit, computed on the 31st day of December of
such year (or the last business day before); and
- Amounts of income and capital distributed during the year.
It is the responsibility of the entity through which you hold your Units
to distribute these statements to you. In addition, you may also request
from the Trustee copies of the evaluations of the Securities as prepared
by the Evaluator to enable you to comply with applicable federal and
state tax reporting requirements.
Income and Capital Distributions
You will begin receiving distributions on the Units only after you
become a Record Owner. The Trustee will credit dividends received on the
Trust's Securities to the Income Account of the Trust. All other
receipts, such as return of capital or capital gain dividends, are
credited to the Capital Account of the Trust.
The Trustee will make distributions on or near the Income Distribution
Dates to Unit holders of record on the preceding Income Distribution
Record Date. See "Summary of Essential Information." No income
distribution will be paid if accrued expenses of the Trust exceed
amounts in the Income Account on the Distribution Dates. Distribution
amounts will vary with changes in the Trust's fees and expenses, in
dividends received and with the sale of Securities. The Trustee will
distribute amounts in the Capital Account, net of amounts designated to
meet redemptions, pay the deferred sales charge and creation and
development fee or pay expenses 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 100 Units. In any case, the Trustee
will distribute any funds in the Capital Account in December of each
year and as part of the final liquidation distribution. If the Trustee
does not have your TIN, it is required to withhold a certain percentage
of your distribution and deliver such amount to the IRS. You may recover
this amount by giving your TIN to the Trustee, or when you file a tax
return. However, you should check your statements to make sure the
Trustee has your TIN to avoid this "back-up withholding."
We anticipate that there will be enough money in the Capital Account of
the Trust to pay the deferred sales charge. If not, the Trustee may sell
Securities to meet the shortfall.
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Within a reasonable time after the Trust is terminated, unless you
are a Rollover Unit holder, you will receive the pro rata share of the
money from the sale of the Securities. All Unit holders will receive a
pro rata share of any other assets remaining in the Trust, after
deducting any unpaid expenses.
The Trustee may establish reserves (the "Reserve Account") within the
Trust to cover anticipated state and local taxes or any governmental
charges to be paid out of the Trust.
Distribution Reinvestment Option. You may elect to have each
distribution of income and/or capital reinvested into additional Units
of the Trust by notifying your broker/dealer or bank (or the FTPS Unit
Servicing Agent with respect to FTPS Units) within the time period
required by such entities so that they can notify the Trustee of your
election at least 10 days before any Record Date. Each later
distribution of income and/or capital on your Units will be reinvested
by the Trustee into additional Units of such Trust. There is no sales
charge on Units acquired through the Distribution Reinvestment Option,
as discussed under "Public Offering." This option may not be available
in all states. Each reinvestment plan is subject to availability or
limitation by the Sponsor and each broker/dealer or selling firm. The
Sponsor or broker/dealers may suspend or terminate the offering of a
reinvestment plan at any time. Because the Trust may begin selling
Securities nine business days prior to the Mandatory Termination Date,
reinvestment is not available during this period. Please contact your
financial professional for additional information. PLEASE NOTE THAT EVEN
IF YOU REINVEST DISTRIBUTIONS, THEY ARE STILL CONSIDERED DISTRIBUTIONS
FOR INCOME TAX PURPOSES.
Redeeming Your Units
You may redeem all or a portion of your Units at any time by sending a
request for redemption to your broker/dealer or bank through which you
hold your Units 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 income will be withdrawn
from the Income Account if funds are available for that purpose, or from
the Capital Account. All other amounts paid on redemption will be taken
from the Capital Account. The IRS will require the Trustee to withhold a
portion of your redemption proceeds if the Trustee does not have your
TIN as generally discussed under "Income and Capital Distributions."
If you tender for redemption at least 2,500 Units, or such larger amount
as required by your broker/dealer or bank, rather than receiving cash,
you may elect to receive an In-Kind Distribution in an amount equal to
the Redemption Price per Unit by making this request to your
broker/dealer or bank at the time of tender. However, to be eligible to
participate in the In-Kind Distribution option at redemption, Unit
holders must hold their Units through the end of the initial offering
period. The In-Kind Distribution option is generally not available to
FTPS Unit holders. No In-Kind Distribution requests submitted during the
10 business days prior to the Trust's Mandatory Termination Date will be
honored. Where possible, the Trustee will make an In-Kind Distribution
by distributing each of the Securities in book-entry form to your bank's
or broker/dealer's account at DTC. The Trustee will subtract any
customary transfer and registration charges from your In-Kind
Distribution. As a tendering Unit holder, you will receive your pro rata
number of whole shares of Securities that make up the portfolio, and
cash from the Capital Account equal to the fractional shares to which
you are entitled.
If you elect to receive an In-Kind Distribution of Securities, you
should be aware that it will be considered a taxable event at the time
you receive the Securities. See "Tax Status" for additional information.
The Trustee may sell Securities to make funds available for redemption.
If Securities are sold, the size and diversification of the Trust will
be reduced. These sales may result in lower prices than if the
Securities were sold at a different time.
Your right to redeem Units (and therefore, your right to receive
payment) may be delayed:
- If the NYSE is closed (other than customary weekend and holiday
closings);
Page 23
- If the SEC determines that trading on the NYSE is restricted or that
an emergency exists making sale or evaluation of the Securities not
reasonably practical; or
- For any other period permitted by SEC order.
The Trustee is not liable to any person for any loss or damage which may
result from such a suspension or postponement.
The Redemption Price.
The Redemption Price per Unit is determined by the Trustee by:
adding
1. cash in the Income and Capital Accounts of the Trust not designated
to purchase Securities;
2. the aggregate underlying value of the Securities held in the Trust; and
3. dividends receivable on the Securities trading ex-dividend as of the
date of computation; and
deducting
1. any applicable taxes or governmental charges that need to be paid out
of the Trust;
2. any amounts owed to the Trustee for its advances;
3. estimated accrued expenses of the Trust, if any;
4. cash held for distribution to Unit holders of record of the Trust as
of the business day before the evaluation being made;
5. liquidation costs for foreign Securities, if any; and
6. other liabilities incurred by the Trust; and
dividing
1. the result by the number of outstanding Units of the Trust.
Any remaining deferred sales charge on the Units when you redeem them
will be deducted from your redemption proceeds. In addition, until they
are collected, the Redemption Price per Unit will include estimated
organization costs as set forth under "Fee Table."
Investing in a New Trust
The Trust's portfolio has been selected on the basis of total return for
a limited time period. When the Trust is about to terminate, you may
have the option to roll your proceeds into the next series of the Trust
(the "New Trust") if one is available. We intend to create the New Trust
in conjunction with the termination of the Trust and plan to apply the
same strategy we used to select the portfolio for the Trust to the New
Trust.
If you wish to have the proceeds from your Units rolled into a New Trust
you must notify the broker/dealer where your Units are held (or the FTPS
Unit Servicing Agent in the case of FTPS Units) of your election prior
to that firm's cut-off date. If you make this election you will be
considered a "Rollover Unit holder."
Once all of the Securities are sold in connection with the termination
of the Trust, as described in "Amending or Terminating the Indenture,"
your proceeds, less any brokerage fees, governmental charges or other
expenses involved in the sales, will be used to buy units of a New Trust
or trust with a similar investment strategy that you have selected,
provided such trusts are registered and being offered. Accordingly,
proceeds may be uninvested for up to several days. Units purchased with
rollover proceeds will generally be purchased subject to the maximum
remaining deferred sales charge and creation and development fee on such
units (currently expected to be $.195 per unit), but not the initial
sales charge. Units purchased using proceeds from Fee Account Units will
generally not be subject to any transactional sales charge.
We intend to create New Trust units as quickly as possible, depending on
the availability of the securities contained in the New Trust's
portfolio. Rollover Unit holders will be given first priority to
purchase New Trust units. We cannot, however, assure the exact timing of
the creation of New Trust units or the total number of New Trust units
we will create. Any proceeds not invested on behalf of Rollover Unit
holders in New Trust units will be distributed within a reasonable time
after such occurrence. Although we believe that enough New Trust units
can be created, monies in the New Trust may not be fully invested on the
next business day.
Please note that there are certain tax consequences associated with
becoming a Rollover Unit holder. See "Tax Status." We may modify, amend
or terminate this rollover option upon 60 days notice.
Removing Securities from the Trust
The portfolio of the Trust is not managed. However, we may, but are not
required to, direct the Trustee to dispose of a Security in certain
limited circumstances, including situations in which:
- The issuer of the Security defaults in the payment of a declared
dividend;
- Any action or proceeding prevents the payment of dividends;
- There is any legal question or impediment affecting the Security;
- The issuer of the Security has breached a covenant which would affect
the payment of dividends, the issuer's credit standing, or otherwise
damage the sound investment character of the Security;
Page 24
- The issuer has defaulted on the payment of any other of its
outstanding obligations;
- There has been a public tender offer made for a Security or a merger
or acquisition is announced affecting a Security, and that in our
opinion the sale or tender of the Security is in the best interest of
Unit holders;
- The sale of Securities is necessary or advisable (i) in order to
maintain the qualification of the Trust as a "regulated investment
company" 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;
- The price of the Security has declined to such an extent, or such
other credit factors exist, that in our opinion keeping the Security
would be harmful to the Trust;
- As a result of the ownership of the Security, the Trust or its Unit
holders would be a direct or indirect shareholder of a passive foreign
investment company; or
- The sale of the Security is necessary for the Trust to comply with
such federal and/or state securities laws, regulations and/or regulatory
actions and interpretations which may be in effect from time to time.
Except for instances in which the Trust acquires Replacement Securities,
as described in "The FT Series," the Trust will generally not acquire
any securities 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 securities or property in
exchange for a Security, such as those acquired in a merger or other
transaction. If such exchanged securities or property are acquired by
the Trust, at our instruction, they will either be sold or held in the
Trust. In making the determination as to whether to sell or hold the
exchanged securities or property we may get advice from the Portfolio
Supervisor. Any proceeds received from the sale of Securities, exchanged
securities or property will be credited to the Capital Account of the
Trust for distribution to Unit holders or to meet redemption requests.
The Trustee may retain and pay us or an affiliate of ours to act as
agent for the Trust to facilitate selling Securities, exchanged
securities or property from the Trust. If we or our affiliate act in
this capacity, we will be held subject to the restrictions under the
1940 Act. As authorized by the Indenture, the Trustee may also employ a
subsidiary or affiliate of the Trustee to act as broker in selling such
Securities or property. The Trust will pay for these brokerage services
at standard commission rates.
The Trustee may sell Securities designated by us, or, absent our
direction, at its own discretion, in order to meet redemption requests
or pay expenses. In designating Securities to be sold, we will try to
maintain the proportionate relationship among the Securities. If this is
not possible, the composition and diversification of the Trust may be
changed.
Amending or Terminating the Indenture
Amendments. The Indenture may be amended by us and the Trustee without
your consent:
- To cure ambiguities;
- To correct or supplement any defective or inconsistent provision;
- To make any amendment required by any governmental agency; or
- To make other changes determined not to be adverse to your best
interests (as determined by us and the Trustee).
Termination. As provided by the Indenture, the Trust will terminate on
the Mandatory Termination Date as stated in the "Summary of Essential
Information." The Trust may be terminated earlier:
- Upon the consent of 100% of the Unit holders of the Trust;
- If the value of the Securities owned by the Trust as shown by any
evaluation is less than the lower of $2,000,000 or 20% of the total
value of Securities deposited in the Trust during the initial offering
period ("Discretionary Liquidation Amount"); or
- In the event that Units of the Trust not yet sold aggregating more
than 60% of the Units of the Trust are tendered for redemption by
underwriters, including the Sponsor.
If the Trust is terminated due to this last reason, we will refund your
entire sales charge; however, termination of the Trust before the
Mandatory Termination Date for any other stated reason will result in
all remaining unpaid deferred sales charges on your Units being deducted
from your termination proceeds. For various reasons, the Trust may be
reduced below the Discretionary Liquidation Amount and could therefore
be terminated before the Mandatory Termination Date.
Unless terminated earlier, the Trustee will begin to sell Securities in
connection with the termination of the Trust during the period beginning
nine business days prior to, and no later than, the Mandatory
Termination Date. We will determine the manner and timing of the sale of
Securities. Because the Trustee must sell the Securities within a
relatively short period of time, the sale of Securities as part of the
termination process may result in a lower sales price than might
otherwise be realized if such sale were not required at this time.
Page 25
If you do not elect to participate in the Rollover Option, you will
receive a cash distribution from the sale of the remaining Securities,
along with your interest in the Income and Capital Accounts, within a
reasonable time after your Trust is terminated. The Trustee will deduct
from the Trust any accrued costs, expenses, advances or indemnities
provided for by the Indenture, including estimated compensation of the
Trustee and costs of liquidation and any amounts required as a reserve
to pay any taxes or other governmental charges.
Information on
Richard Bernstein Advisors LLC, the Sponsor, Trustee, FTPS
Unit Servicing Agent and Evaluator
Richard Bernstein Advisors LLC.
Richard Bernstein Advisors LLC (RBA) is a New York City-based investment
management firm, founded in 2009. As of September 30, 2014, the firm
oversaw approximately $3.3 billion in assets under management. RBA is a
registered investment adviser focusing on longer-term investment
strategies that combine top-down, macroeconomic analysis and
quantitatively-driven portfolio construction.
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 the Sponsor and not to the Trust or to
any series of the Trust or to any other dealer. We are including this
information only to inform you of our financial responsibility and our
ability to carry out our contractual obligations. We will provide more
detailed financial information on request.
Code of Ethics. The Sponsor and the Trust have adopted a code of ethics
requiring the Sponsor's employees who have access to information on
Trust transactions to report personal securities transactions. The
purpose of the code is to avoid potential conflicts of interest and to
prevent fraud, deception or misconduct with respect to the Trust.
The Trustee.
The Trustee is The Bank of New York Mellon, a trust company organized
under the laws of New York. The Bank of New York Mellon has its unit
investment trust division offices at 101 Barclay Street, New York, New
York 10286, telephone 800-813-3074. If you have questions regarding your
account or your Trust, please contact the Trustee at its unit investment
trust division offices or your financial adviser. The Sponsor does not
have access to individual account information. The Bank of New York
Mellon is subject to supervision and examination by the Superintendent
of the New York State Department of Financial Services and the Board of
Governors of the Federal Reserve System, and its deposits are insured by
the Federal Deposit Insurance Corporation to the extent permitted by law.
The Trustee has not participated in selecting the Securities; it only
provides administrative services.
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 800-621-1675, dept. code 1. 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.
Page 26
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 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, 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,
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 details concerning the nature, structure and risks
of this product.
Page 27
First Trust(R)
Richard Bernstein Advisors Cyclical Sector Income Portfolio, Series 2
FT 5146
Sponsor:
First Trust Portfolios L.P.
Member SIPC o Member FINRA
120 East Liberty Drive
Wheaton, Illinois 60187
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
800-621-1675, dept. code 1 800-813-3074
24-Hour Pricing Line:
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. 333-199605) and
- Investment Company Act of 1940 (file no. 811-05903)
Information about the Trust, including its Code of Ethics, can be
reviewed and copied at the SEC's Public Reference Room in Washington
D.C. Information regarding the operation of the SEC's Public Reference
Room may be obtained by calling the SEC at 202-942-8090.
Information about the Trust is available on the EDGAR Database on the
SEC's Internet site at
http://www.sec.gov.
To obtain copies at prescribed rates -
Write: Public Reference Section of the SEC
100 F Street, N.E.
Washington, D.C. 20549
e-mail address: publicinfo@sec.gov
November 21, 2014
PLEASE RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE
Page 28
First Trust(R)
The FT Series
Information Supplement
This Information Supplement provides additional information concerning
the structure, operations and risks of the unit investment trust
contained in FT 5146 not found in the prospectus for the Trust. This
Information Supplement is not a prospectus and does not include all of
the information you should consider before investing in the Trust. This
Information Supplement should be read in conjunction with the prospectus
for the Trust in which you are considering investing.
This Information Supplement is dated November 21, 2014. Capitalized
terms have been defined in the prospectus.
Table of Contents
Risk Factors
Securities 1
Dividends 1
Foreign Issuers 1
Small-Cap Companies 2
Concentrations
Industrials 2
Information Technology 3
Litigation
Microsoft Corporation 4
Portfolio Securities Selected for Richard Bernstein Advisors
Cyclical Sector Income Portfolio, Series 2 5
Risk Factors
Securities. An investment in Units should be made with an understanding
of the risks which an investment in common stocks entails, including the
risk that the financial condition of the issuers of the Securities or
the general condition of the relevant stock market may worsen, and the
value of the Securities and therefore the value of the Units may
decline. Common stocks are especially susceptible to general stock
market movements and to volatile increases and decreases of value, as
market confidence in and perceptions of the issuers change. These
perceptions are based on unpredictable factors, including expectations
regarding government, economic, monetary and fiscal policies, inflation
and interest rates, economic expansion or contraction, and global or
regional political, economic or banking crises. Both U.S. and foreign
markets have experienced substantial volatility and significant declines
recently as a result of certain or all of these factors.
Dividends. Shareholders of common stocks have rights to receive payments
from the issuers of those common stocks that are generally subordinate
to those of creditors of, or holders of debt obligations or preferred
stocks of, such issuers. Shareholders of common stocks of the type held
by the Trust have a right to receive dividends only when and if, and in
the amounts, declared by the issuer's board of directors and have a
right to participate in amounts available for distribution by the issuer
only after all other claims on the issuer have been paid or provided
for. Common stocks do not represent an obligation of the issuer and,
therefore, do not offer any assurance of income or provide the same
degree of protection of capital as do debt securities. The issuance of
additional debt securities or preferred stock will create prior claims
for payment of principal, interest and dividends which could adversely
affect the ability and inclination of the issuer to declare or pay
dividends on its common stock or the rights of holders of common stock
with respect to assets of the issuer upon liquidation or bankruptcy.
Cumulative preferred stock dividends must be paid before common stock
dividends, and any cumulative preferred stock dividend omitted is added
to future dividends payable to the holders of cumulative preferred
stock. Preferred stockholders are also generally entitled to rights on
liquidation which are senior to those of common stockholders.
Foreign Issuers. The following section applies to individual Trusts
which contain Securities issued by, or invest in securities issued by,
foreign entities. Since certain of the Securities in the Trust consist
of, or invest in, securities issued by foreign entities, an investment
in the Trust involves certain investment risks that are different in
some respects from an investment in a trust which invests solely in the
securities of domestic entities. These investment risks include future
political or governmental restrictions which might adversely affect the
Page 1
payment or receipt of payment of dividends on the relevant Securities,
the possibility that the financial condition of the issuers of the
Securities may become impaired or that the general condition of the
relevant stock market may worsen (both of which would contribute
directly to a decrease in the value of the Securities and thus in the
value of the Units), the limited liquidity and relatively small market
capitalization of the relevant securities market, expropriation or
confiscatory taxation, economic uncertainties and foreign currency
devaluations and fluctuations. In addition, for foreign issuers that are
not subject to the reporting requirements of the Securities Exchange Act
of 1934, as amended, there may be less publicly available information
than is available from a domestic issuer. Also, foreign issuers are not
necessarily subject to uniform accounting, auditing and financial
reporting standards, practices and requirements comparable to those
applicable to domestic issuers. The securities of many foreign issuers
are less liquid and their prices more volatile than securities of
comparable domestic issuers. In addition, fixed brokerage commissions
and other transaction costs on foreign securities exchanges are
generally higher than in the United States and there is generally less
government supervision and regulation of exchanges, brokers and issuers
in foreign countries than there is in the United States. However, due to
the nature of the issuers of the Securities selected for the Trust, the
Sponsor believes that adequate information will be available to allow
the Supervisor to provide portfolio surveillance for the Trust.
Securities issued by non-U.S. issuers generally pay dividends in foreign
currencies and are principally traded in foreign currencies. Therefore,
there is a risk that the United States dollar value of these securities
will vary with fluctuations in the U.S. dollar foreign exchange rates
for the various Securities.
On the basis of the best information available to the Sponsor at the
present time, none of the Securities in the Trust are subject to
exchange control restrictions under existing law which would materially
interfere with payment to the Trust of dividends due on, or proceeds
from the sale of, the Securities. However, there can be no assurance
that exchange control regulations might not be adopted in the future
which might adversely affect payment to the Trust. The adoption of
exchange control regulations and other legal restrictions could have an
adverse impact on the marketability of international securities in the
Trust and on the ability of the Trust to satisfy its obligation to
redeem Units tendered to the Trustee for redemption. In addition,
restrictions on the settlement of transactions on either the purchase or
sale side, or both, could cause delays or increase the costs associated
with the purchase and sale of the foreign Securities and correspondingly
could affect the price of the Units.
Investors should be aware that it may not be possible to buy all
Securities at the same time because of the unavailability of any
Security, and restrictions applicable to the Trust relating to the
purchase of a Security by reason of the federal securities laws or
otherwise.
Foreign securities generally have not been registered under the
Securities Act of 1933 and may not be exempt from the registration
requirements of such Act. Sales of non-exempt Securities by the Trust in
the United States securities markets are subject to severe restrictions
and may not be practicable. Accordingly, sales of these Securities by
the Trust will generally be effected only in foreign securities markets.
Although the Sponsor does not believe that the Trust will encounter
obstacles in disposing of the Securities, investors should realize that
the Securities may be traded in foreign countries where the securities
markets are not as developed or efficient and may not be as liquid as
those in the United States. The value of the Securities will be
adversely affected if trading markets for the Securities are limited or
absent.
Small-Cap Companies. While historically small-cap company stocks have
outperformed the stocks of large companies, the former have customarily
involved more investment risk as well. Small-cap companies may have
limited product lines, markets or financial resources; may lack
management depth or experience; and may be more vulnerable to adverse
general market or economic developments than large companies. Some of
these companies may distribute, sell or produce products which have
recently been brought to market and may be dependent on key personnel.
The prices of small company securities are often more volatile than
prices associated with large company issues, and can display abrupt or
erratic movements at times, due to limited trading volumes and less
publicly available information. Also, because small-cap companies
normally have fewer shares outstanding and these shares trade less
frequently than large companies, it may be more difficult for the Trusts
which contain these Securities to buy and sell significant amounts of
such shares without an unfavorable impact on prevailing market prices.
Concentrations
Industrials. The profitability of industrial companies will be affected
by various factors including the general state of the economy, intense
competition, domestic and international politics, excess capacity and
spending trends.
The Internet may also influence the industrial market. Customers' desire
for better pricing and convenience, as well as manufacturers' desire to
boost profitability by finding new avenues of sales growth and
Page 2
productivity gains, may drive many industrial manufacturers to invest
heavily in Internet hardware and software. Because the Internet allows
manufacturers to take orders directly from customers, thus eliminating
the middlemen from both supply chains and distributors, industrial
makers may no longer need traditional third-party outfits to distribute
their products. In addition, the Internet may also allow industrial
manufacturers to cut inventory levels, by enabling customers to tailor
their orders to their specific needs.
Industrial companies may also be affected by factors more specific to
their individual industries. Industrial machinery manufacturers may be
subject to declines in consumer demand and the need for modernization.
Agricultural equipment businesses may be influenced by fluctuations in
farm income, farm commodity prices, government subsidies and weather
conditions. The number of housing starts, levels of public and non-
residential construction including weakening demand for new office and
retail space, and overall construction spending may adversely affect
construction equipment manufacturers, while overproduction,
consolidation and weakening global economies may lead to deteriorating
sales for truck makers.
Information Technology. The Trust is considered to be concentrated in
common stocks of information technology companies. Technology companies
generally include companies involved in the development, design,
manufacture and sale of computers and peripherals, software and
services, data networking/communications equipment, internet
access/information providers, semiconductors and semiconductor equipment
and other related products, systems and services. The market for these
products, especially those specifically related to the Internet, is
characterized by rapidly changing technology, rapid product
obsolescence, cyclical market patterns, evolving industry standards and
frequent new product introductions. The success of the issuers of the
Securities depends in substantial part on the timely and successful
introduction of new products. An unexpected change in one or more of the
technologies affecting an issuer's products or in the market for
products based on a particular technology could have a material adverse
effect on an issuer's operating results. Furthermore, there can be no
assurance that the issuers of the Securities will be able to respond in
a timely manner to compete in the rapidly developing marketplace.
Based on trading history of common stock, factors such as announcements
of new products or development of new technologies and general
conditions of the industry have caused and are likely to cause the
market price of high-technology common stocks to fluctuate
substantially. In addition, technology company stocks have experienced
extreme price and volume fluctuations that often have been unrelated to
the operating performance of such companies. This market volatility may
adversely affect the market price of the Securities and therefore the
ability of a Unit holder to redeem Units at a price equal to or greater
than the original price paid for such Units.
Some key components of certain products of technology issuers are
currently available only from single sources. There can be no assurance
that in the future suppliers will be able to meet the demand for
components in a timely and cost effective manner. Accordingly, an
issuer's operating results and customer relationships could be adversely
affected by either an increase in price for, or an interruption or
reduction in supply of, any key components. Additionally, many
technology issuers are characterized by a highly concentrated customer
base consisting of a limited number of large customers who may require
product vendors to comply with rigorous industry standards. Any failure
to comply with such standards may result in a significant loss or
reduction of sales. Because many products and technologies of technology
companies are incorporated into other related products, such companies
are often highly dependent on the performance of the personal computer,
electronics and telecommunications industries. There can be no assurance
that these customers will place additional orders, or that an issuer of
Securities will obtain orders of similar magnitude as past orders from
other customers. Similarly, the success of certain technology companies
is tied to a relatively small concentration of products or technologies.
Accordingly, a decline in demand of such products, technologies or from
such customers could have a material adverse impact on issuers of the
Securities.
Many technology companies rely on a combination of patents, copyrights,
trademarks and trade secret laws to establish and protect their
proprietary rights in their products and technologies. There can be no
assurance that the steps taken by the issuers of the Securities to
protect their proprietary rights will be adequate to prevent
misappropriation of their technology or that competitors will not
independently develop technologies that are substantially equivalent or
superior to such issuers' technology. In addition, due to the increasing
public use of the Internet, it is possible that other laws and
regulations may be adopted to address issues such as privacy, pricing,
characteristics, and quality of Internet products and services. The
adoption of any such laws could have a material adverse impact on the
Securities in the Trust.
Page 3
Like many areas of technology, the semiconductor business environment is
highly competitive, notoriously cyclical and subject to rapid and often
unanticipated change. Recent industry downturns have resulted, in part,
from weak pricing, persistent overcapacity, slowdown in Asian demand and
a shift in retail personal computer sales toward the low end, or "sub-
$1,000" segment. Industry growth is dependent upon several factors,
including: the rate of global economic expansion; demand for products
such as personal computers and networking and communications equipment;
excess productive capacity and the resultant effect on pricing; and the
rate of growth in the market for low-priced personal computers.
The social media industry is also highly competitive and subject to the
risks involved with information technology companies, namely, short
product life cycles, evolving industry standards, loss of patent
protections, rapidly changing technologies and frequent new product
introductions. Additional risks generally applicable to social media
companies include, without limitation: disruption of services due to
internal or external technical issues; security breaches of private,
proprietary and confidential information; and evolving laws and
regulations, foreign or domestic, that could negatively affect
operations. Furthermore, the sustainability of the business models
employed by social media companies remain largely unproven.
Litigation
Microsoft Corporation. Microsoft Corporation has been engaged in
antitrust and unfair competition litigation with the U.S. Department of
Justice, the District of Columbia, and several states. Microsoft reached
a settlement in 2001 with the U.S. Department of Justice which was
joined by nineteen states, while three other states reached separate
settlements.
Microsoft is also involved in class action lawsuits alleging unfair
competition and monopolization of markets for operating systems and
certain software. The classes have consisted of both direct and indirect
purchasers of Microsoft products. As of February 14, 2007, damages
claims brought in class action cases by indirect purchasers have been
dismissed under federal law and in 16 states. Additionally, two states
have refused to certify these classes. However, classes have been
certified in several states, and Microsoft has reached settlement
agreements with many of these classes. The settlement agreements have
received final approval in 17 states and the District of Columbia. Two
other states have granted preliminary approval of settlements. The
settlement agreements generally grant the class members vouchers
entitling the holder to reimbursement.
Microsoft had also been involved in antitrust and unfair competition
litigation in Europe. On March 24, 2004, the European Commission (the
"Commission") found that Microsoft violated the European Union Treaty's
competition rules by abusing its market power. The Commission found that
Microsoft abused its power by deliberately limiting the interoperability
between PCs and non-Microsoft servers and bundling Windows Media Player
with its Windows operating system. As remedial measures, Microsoft was
ordered to disclose certain interface documentation to allow non-
Microsoft servers to interact with Windows PCs and servers, and it was
ordered to develop a new version of its Windows operating system without
Windows Media Player. Microsoft was also fined $605 million by the
Commission, and it was fined $351 million in 2006 for failure to comply
with the Commission's disclosure order of 2004. Microsoft was fined
again in February 2008, in the amount of $1.35 billion, for failure to
comply with the 2004 order. Two additional investigations were initiated
in January 2008 involving the interoperability and bundling of Microsoft
products. On December 16, 2009, the Commission agreed to settle its
remaining antitrust issues with Microsoft in exchange for a legally
binding commitment from Microsoft. Pursuant to the settlement agreement,
Microsoft will provide a pop-up screen which will offer users an option
to replace Microsoft's Internet Explorer with a competitor's Web
browser. Microsoft will provide this pop-up screen for five years and
report its progress every six months to the Commission. In addition,
Microsoft agreed to a public undertaking which will further the
interoperability of Microsoft products with non-Microsoft technologies.
The Korean Fair Trade Commission ("KFTC") made similar anti-competitive
findings regarding the bundling of instant messaging software and
Windows Media Player with Microsoft's Windows operating systems. The
KFTC issued an order in December 2005 which imposed a fine of $35
million and required a modified version of Windows be made available. On
August 23, 2006, versions of Microsoft Windows mandated by the KFTC were
released.
Microsoft is involved in several other lawsuits arising from both
intellectual property issues and the normal operations of business. It
is impossible to predict what impact any future litigation or settlement
will have on Microsoft or the value of its stock.
Page 4
Portfolio Securities Selected for
Richard Bernstein Advisors Cyclical Sector Income Portfolio, Series 2
Consumer Discretionary
______________________
Best Buy Co., Inc., headquartered in Richfield, Minnesota, sells a wide
selection of name brand consumer electronics, home office equipment,
entertainment software and appliances through retail stores in numerous
states.
Coach, Inc., headquartered in New York, New York, designs, produces and
markets leather goods and accessories. Products include handbags,
business cases, luggage and travel accessories. The company markets its
products internationally.
Cracker Barrel Old Country Store, Inc., headquartered in Lebanon,
Tennessee, is engaged in the operation of the "Cracker Barrel Old
Country Store" chain of restaurants throughout the United States. The
restaurants offer a variety of breakfast, lunch and dinner options,
along with a general store for the purchase of retail items.
Darden Restaurants, Inc., headquartered in Orlando, Florida, is a full
service restaurant organization operating restaurants under the brand
names "Red Lobster," "The Olive Garden," "Bahama Breeze," "LongHorn
Steakhouse" and "The Capital Grille."
DSW Inc., headquartered in Columbus, Ohio, together with its
subsidiaries, operates as a footwear specialty retailer in the United
States. The company offers both retail locations and online shopping.
GameStop Corp. (Class A), headquartered in Grapevine, Texas, is a
specialty retailer of multichannel video game products and personal
computer entertainment software in the United States and abroad. The
company sells new and pre-owned consumer electronic products.
The Gap, Inc., headquartered in San Francisco, California, operates
specialty retail stores in the United States, Canada, France, Germany,
Japan and the United Kingdom. The company's stores sell casual apparel,
shoes and other accessories for men, women and children under a variety
of brand names, including "Gap," "GapKids," "babyGap," "Banana Republic"
and "Old Navy."
Genuine Parts Company, headquartered in Atlanta, Georgia, is a wholesale
distributor of automotive replacement parts, industrial replacement
parts, office products and electrical/electronic materials. The company
provides services in the United States, Canada and Mexico.
Hasbro, Inc., headquartered in Pawtucket, Rhode Island, designs,
manufactures and markets a diverse line of toy products and related
items including games, preschool toys, interactive software, electronic
learning aids, dolls, plush products and infant products.
Mattel, Inc., headquartered in El Segundo, California, designs and
manufactures a variety of children's toy products. The company sells its
products worldwide through retailers and directly to consumers.
PetMed Express, Inc., headquartered in Pompano Beach, Florida, doing
business as 1-800-PetMeds, delivers prescription and non-prescription
pet medications and other health products for dogs, cats, and horses in
the United States.
Energy
______
ConocoPhillips, headquartered in Houston, Texas, explores for and
produces crude oil and natural gas worldwide, markets refined products,
and manufactures chemicals. The company's chemicals segment manufactures
and markets petrochemicals and plastics on a worldwide basis.
Exxon Mobil Corporation, headquartered in Irving, Texas, explores for,
produces, transports and sells crude oil and natural gas petroleum
products. The company also explores for and mines coal and other mineral
properties, makes and sells petrochemicals and owns interests in
electrical power generation facilities.
Frank's International N.V., headquartered in Amsterdam, the Netherlands,
provides engineered tubular services to the oil and gas industry in the
United States and internationally. The company services leading
exploration and production companies in both onshore and offshore
environments.
Helmerich & Payne, Inc., headquartered in Tulsa, Oklahoma, is engaged in
contract drilling of gas and oil wells in the Gulf of Mexico and in
South America. The company utilizes both platform rigs and land rigs.
Phillips 66, headquartered in Houston, Texas, an independent downstream
energy company, engages in the refining, marketing, midstream, and
chemicals businesses.
RPC, Inc., headquartered in Atlanta, Georgia, is an oil and gas services
company that provides a range of oilfield services and equipment to the
oil and gas companies primarily in the United States.
Western Refining, Inc., headquartered in El Paso, Texas, operates as an
independent crude oil refiner and marketer of refined products.
Page 5
The Williams Companies, Inc., headquartered in Tulsa, Oklahoma, through
subsidiaries, transports, sells, gathers and processes natural gas;
transports petroleum products; and provides telecommunications services.
The company also provides a variety of other products and services to
the energy industry and financial institutions.
Industrials
___________
3M Company, headquartered in St. Paul, Minnesota, manufactures
industrial, electronic, health, consumer, office, and safety products
for distribution worldwide. The company's products include adhesives,
abrasives, and "Scotch" brand products. The company also manufactures
the 3M Electronic Marker System (EMS), markers for utility usage (water,
wastewater or gas) which relocate buried markers via low-band frequencies.
The Boeing Company, headquartered in Chicago, Illinois, produces and
markets commercial jet transports and provides related support services
worldwide, principally to commercial airline customers. The company also
develops, produces, modifies and supports military aircraft, helicopters
and their related systems.
COPA Holdings S.A., headquartered in Panama City, Panama, operates
international airline passenger and cargo services, providing scheduled
flights to countries in North, South and Central America and the
Caribbean.
Crane Co., headquartered in Stamford, Connecticut, is a diversified
manufacturer of engineered industrial products.
Douglas Dynamics, Inc., headquartered in Milwaukee, Wisconsin, is
engaged in the design and manufacture of snow and ice control equipment.
The company produces snow plows, sand and salt spreaders, and related
parts and accessories.
Emerson Electric Co., headquartered in St. Louis, Missouri, designs,
makes and sells electrical, electromechanical and electronic products
and systems, including process control, industrial automation,
electronics, appliance components and electric motors. The company sells
its products worldwide.
Fastenal Company, headquartered in Winona, Minnesota, is principally
engaged in the sale of industrial supplies, including threaded fasteners
and construction supplies, through its retail store sites located in all
50 states, Canada, Mexico, Puerto Rico and Singapore.
Hillenbrand, Inc., headquartered in Batesville, Indiana, is a
diversified global industrial company engaged in the manufacture and
distribution of business-to-business products and services for various
industries. One subsidiary specializes in burial caskets, cremation
containers and urns. Another group of subsidiaries specialize in a
variety of equipment, including extruding equipment, bulk material
handling systems, gyrators and sifters.
HNI Corporation, headquartered in Muscatine, Iowa, is a provider of
office furniture and hearth products primarily through dealers,
wholesalers and retail superstores. The company operates throughout the
United States and Canada.
Honeywell International Inc., headquartered in Morris Township, New
Jersey, is a diversified manufacturing and technology company serving
various industries. The company's products include aerospace equipment
and services, turbochargers, security technologies, specialty chemicals
and energy efficiency solutions.
Illinois Tool Works Inc., headquartered in Glenview, Illinois, makes
plastic and metal components, fasteners, industrial fluids, adhesives
and welding products. The company also makes systems for consumer and
industrial packaging, identification systems, and industrial spray
coating and quality assurance equipment.
Northrop Grumman Corporation, headquartered in Falls Church, Virginia,
provides technologically advanced products, services and solutions in
defense and commercial electronics, systems integration, information and
non-nuclear shipbuilding and systems.
Raytheon Company, headquartered in Waltham, Massachusetts, is a
technology company which specializes in defense and other government
markets on a global basis. The company's products include electronics,
sensing capabilities, mission systems integration and mission support
systems.
Rockwell Automation, Inc., headquartered in Milwaukee, Wisconsin,
researches, develops and makes automation equipment and systems,
avionics and communications products and systems. The company's products
are sold to customers in both commercial and government markets.
United Technologies Corporation, headquartered in Hartford, Connecticut,
through its subsidiaries, makes Pratt & Whitney aircraft jet engines and
spare parts; Otis elevators and escalators; Carrier heating, ventilating
and air conditioning equipment; Sikorsky helicopters and Hamilton
Sundstrand aerospace systems.
Information Technology
______________________
Accenture Plc, headquartered in Dublin, Ireland, provides management
consulting, technology services, and outsourcing services. The company
operates in five segments: Communications and High Tech; Financial
Services; Products and Services; Resources and Government.
Page 6
Automatic Data Processing, Inc., headquartered in Roseland, New Jersey,
is one of the largest providers of computerized transaction processing,
data communication and information services in the world.
Broadridge Financial Solutions, Inc., headquartered in Lake Success, New
York, provides technology-based solutions to the financial services
industry in the United States, Canada and the United Kingdom.
Harris Corporation, headquartered in Melbourne, Florida, through its
subsidiaries, provides communications products, systems, and services to
government and commercial customers worldwide. The company's products
include RF communications, government communication systems and
integrated network solutions.
IAC/InterActiveCorp, headquartered in New York, New York, through its
subsidiaries, engages in diversified media and electronic commerce
businesses that include electronic retailing, ticketing operations and
television broadcasting.
j2 Global, Inc., headquartered in Los Angeles, California, provides
cloud-based value-added storage messaging and communications services to
individuals and businesses worldwide. The company also operates web
properties that provide technology, gaming and lifestyle content.
KLA-Tencor Corporation, headquartered in Milpitas, California, designs
and manufactures yield management and process monitoring systems for the
semiconductor industry. The company's systems analyze process and
product quality in the manufacture of circuits to identify fabrication
problems, marketing its systems globally.
Linear Technology Corporation, headquartered in Milpitas, California,
designs, makes and markets a broad line of linear integrated circuits
for use by major companies worldwide. The company produces power
management, signal conditioning, data conversion and wireless sensor
network products for use in various industries.
Microchip Technology Incorporated, headquartered in Chandler, Arizona,
develops, makes and markets field programmable 8-bit microcontrollers,
application-specific standard products and related specialty memory
products for high-volume embedded control applications in the consumer,
automotive, office automation, communications and industrial markets.
Microsoft Corporation, headquartered in Redmond, Washington, develops,
manufactures, licenses and supports a range of software products,
including scalable operating systems, server applications, worker
productivity applications and software development tools. The company
also develops the MSN network of Internet products and services, video
game consoles and digital music devices.
Paychex, Inc., headquartered in Rochester, New York, provides payroll
processing, human resource and benefits outsourcing solutions for small-
to medium-sized businesses nationwide.
QUALCOMM Incorporated, headquartered in San Diego, California, designs,
develops, makes, sells, licenses and operates advanced communications
systems and products based on proprietary digital wireless technology.
The company's products include "CDMA" integrated circuits, wireless
phones, infrastructure products, transportation management information
systems and ground stations.
Texas Instruments Incorporated, headquartered in Dallas, Texas, provides
semiconductor products and designs and supplies digital signal
processing and analog technologies. The company has worldwide
manufacturing and sales operations.
Xilinx, Inc., headquartered in San Jose, California, designs, develops
and sells complementary metal-oxide-silicon ("CMOS") programmable logic
devices and related design software, including field programmable gate
arrays and erasable programmable logic devices.
Materials
________
Avery Dennison Corporation, headquartered in Glendale, California,
manufactures pressure-sensitive materials and specialty adhesives for
labels, product identification and control systems, as well as office
products and accessories.
CF Industries Holdings, Inc., headquartered in Deerfield, Illinois,
engages in the manufacture and distribution of nitrogen and phosphate
fertilizer products in North America. The company has developed a
process to extract uranium from its production of phosphate fertilizer
products for use in nuclear reactors.
Compass Minerals International, Inc., headquartered in Overland Park,
Kansas, is a salt producer in North America and the United Kingdom, and
operates nine production facilities.
The Dow Chemical Company, headquartered in Midland, Michigan, is a
leading manufacturer and supplier of chemicals, plastic materials,
agricultural products and other specialized products and services
marketed worldwide.
E.I. du Pont de Nemours and Company, headquartered in Wilmington,
Delaware, is a global science and technology company with operations in
high-performance materials, specialty chemicals, pharmaceuticals and
biotechnology.
Page 7
FutureFuel Corp., headquartered in Clayton, Missouri, manufactures and
sells biofuels, diversified chemical products, and biobased specialty
chemical products. The company's products are used in a variety of
markets and end uses include detergent, photographic imaging, nutrition
and polymer additives.
LyondellBasell Industries N.V., headquartered in Rotterdam, the
Netherlands, together with its subsidiaries, manufactures and markets
chemicals and polymers worldwide. The company's products are used for
packaging, durable textiles, clean fuels, medical applications and
automotive parts.
RPM International, Inc., headquartered in Medina, Ohio, manufactures and
markets protective coatings used in waterproofing, general maintenance,
flooring systems and coating, corrosion control, and other applications.
We have obtained the foregoing company descriptions from third-party
sources we deem reliable.
Page 8
CONTENTS OF REGISTRATION STATEMENT
A. Bonding Arrangements of Depositor:
First Trust Portfolios L.P. is covered by a Brokers' Fidelity Bond, in the
total amount of $2,000,000, the insurer being National Union Fire
Insurance Company of Pittsburgh.
B. This Registration Statement on Form S-6 comprises the following papers and
documents:
The facing sheet
The Prospectus
The signatures
Exhibits
S-1
SIGNATURES
The Registrant, FT 5146, hereby identifies The First Trust Special
Situations Trust, Series 4; The First Trust Special Situations Trust, Series
18; The First Trust Special Situations Trust, Series 69; The First Trust
Special Situations Trust, Series 108; The First Trust Special Situations
Trust, Series 119; The First Trust Special Situations Trust, Series 190; FT
286; The First Trust Combined Series 272; FT 412; FT 438; FT 556; FT 754; FT
1102; FT 1179; FT 2935; FT 3320; FT 3367; FT 3370; FT 3397; FT 3398; FT
3400; FT 3451; FT 3480; FT 3529; FT 3530; FT 3568; FT 3569; FT 3570; FT
3572; FT 3615; FT 3647; FT 3650; FT 3689; FT 3690; FT 3729; FT 3780; FT
3940; FT 4020; FT 4037; FT 4143; FT 4260; FT 4746; FT 4789 and FT 5039 for
purposes of the representations required by Rule 487 and represents the
following:
(1) that the portfolio securities deposited in the series 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, FT 5146, has duly caused this Amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wheaton and State of Illinois on November 21,
2014.
FT 5146
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, ) November 21, 2014
the 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 the 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. 333-199605 on Form S-6 of our report dated November 21, 2014, relating to
the financial statement of FT 5146, comprising Richard Bernstein Advisors
Cyclical Sector Income Portfolio, Series 2, appearing in the Prospectus, which
is a part of such Registration Statement, and to the reference to us under the
heading "Experts" in such Prospectus.
/s/ DELOITTE & TOUCHE LLP
Chicago, Illinois
November 21, 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.
S-5
EXHIBIT INDEX
1.1 Form of Standard Terms and Conditions of Trust for FT 4484 and
certain subsequent Series, effective November 6, 2013 among First
Trust Portfolios L.P., as Depositor, The Bank of New York Mellon, as
Trustee, First Trust Advisors L.P., as Evaluator, First Trust
Advisors L.P., as Portfolio Supervisor and FTP Services LLC, as FTPS
Unit Servicing Agent (incorporated by reference to Amendment No. 1 to
Form S-6 [File No. 333-191558] filed on behalf of FT 4484).
1.1.1 Form of Trust Agreement for FT 5146 and certain subsequent Series,
effective November 21, 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, the
general partner of First Trust Portfolios L.P., Depositor
(incorporated by reference to Amendment No. 1 to Form S-6 [File No.
33-42683] filed on behalf of The First Trust Special Situations
Trust, Series 18).
1.5 Copy of By-Laws of The Charger Corporation, the general partner of
First Trust Portfolios L.P., Depositor (incorporated by reference to
Amendment No. 2 to Form S-6 [File No. 333-169625] filed on behalf of
FT 2669).
1.6 Underwriter Agreement (incorporated by reference to Amendment No. 1
to Form S-6 [File No. 33-42755] filed on behalf of The First Trust
Special Situations Trust, Series 19).
2.1 Copy of Certificate of Ownership (included in Exhibit 1.1 filed
herewith on page 2 and incorporated herein by reference).
S-6
2.2 Copy of Code of Ethics (incorporated by reference to Amendment No.
1 to Form S-6 [File No. 333-156964] filed on behalf of FT 1987).
3.1 Opinion of counsel as to legality of securities being registered.
4.1 Consent of First Trust Advisors L.P.
6.1 List of Directors and Officers of Depositor and other related
information (incorporated by reference to Amendment No. 1 to Form S-6
[File No. 33-42683] filed on behalf of The First Trust Special
Situations Trust, Series 18).
7.1 Power of Attorney executed by the Director listed on page S-3 of this
Registration Statement (incorporated by reference to Amendment No. 2
to Form S-6 [File No. 333-169625] filed on behalf of FT 2669).
S-7
Dates Referenced Herein and Documents Incorporated by Reference
This ‘487’ Filing | | Date | | Other Filings |
---|
| | |
| | 12/31/16 | | None on these Dates |
| | 2/22/16 |
| | 5/20/15 |
| | 3/20/15 |
| | 12/25/14 |
| | 12/10/14 |
| | 11/26/14 |
Filed on / Effective on: | | 11/21/14 |
| | 9/30/14 |
| | 12/31/13 |
| | 11/6/13 |
| | 12/16/09 |
| | 2/14/07 |
| | 8/23/06 |
| | 3/24/04 |
| List all Filings |
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