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Strategas Trust – ‘N-8B-2’ on 9/17/20

On:  Thursday, 9/17/20, at 12:31pm ET   ·   Effective:  9/17/20   ·   Accession #:  1214659-20-7906   ·   File #:  811-23608

4 References:   By:  Strategas Trust – ‘487’ on 8/11/21 By:  Strategas Trust – ‘S-6/A’ on 2/23/21 By:  Strategas Trust – ‘S-6/A’ on 2/11/21 By:  Strategas Trust – ‘S-6/A’ on 1/5/21 

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/17/20  Strategas Trust                   N-8B-2      9/17/20   11:1.2M                                   Securex Filings/FA

Document/Exhibit                   Description                      Pages   Size 

 1: N-8B-2      Registration Statement by a Unit Investment Trust   HTML    164K 
10: EX-99.A.11  Exhibit A(11)                                       HTML     31K 
 2: EX-99.A.1A  Exhibit A(1)(A)                                     HTML     40K 
 3: EX-99.A.1B  Exhibit A(1)(B)                                     HTML     31K 
 4: EX-99.A.1C  Exhibit A(1)(C)                                     HTML    312K 
 5: EX-99.A.1D  Exhibit A(1)(D)                                     HTML      8K 
 6: EX-99.A.3A  Exhibit A(3)(A)                                     HTML     42K 
 7: EX-99.A.3B  Exhibit A(3)(B)                                     HTML     67K 
 8: EX-99.A.5   Exhibit A(5)                                        HTML     15K 
 9: EX-99.A.6A  Exhibit A(6)(A)                                     HTML      9K 
11: EX-99.D     Exhibit D                                           HTML    101K 

File No. 811-23608

United States
Securities and Exchange Commission
Washington, D.C. 20549

Form N-8B-2

Registration Statement of Unit Investment Trust

Pursuant to Section 8(b) of the Investment Company Act of 1940

Strategas Trust
(Name of Unit Investment Trust and Similar Series of Trusts)

x Not The Issuer Of Periodic Payment Plan Certificates

o Issuer Of Periodic Payment Plan Certificates

_________________

Strategas Trust, a Delaware Statutory Trust (the “Trust”).

The Internal Revenue Service Employer Identification Number for Strategas Trust is 85-6539237.

Strategas Trust, Series 1-1 and subsequent series.

Strategas Securities, LLC (the “Depositor”)
52 Vanderbilt Avenue 8th floor
New York, NY 10017
Internal Revenue Service Employer Identification Number is: 26-2808341

The Bank of New York Mellon (the “Trustee”)
2 Hanson Place, 12th Floor
Brooklyn, New York 11217
Internal Revenue Service Employer Identification Number is: 13-4941102

is the trustee acting for the series described in the answer to Item 1(b) herein.

The principal underwriter will be

Strategas Securities, LLC (the “Depositor”)
52 Vanderbilt Avenue 8th floor
New York, NY 10017
Internal Revenue Service Employer Identification Number is: 26-2808341

State of Delaware.

Strategas Trust was formed pursuant to the Master Trust Agreement dated as of September 8, 2020 entered into among Strategas Securities, LLC, as Depositor, Alaia Capital, LLC, as portfolio consultant (including any successor, the “Portfolio Consultant”), evaluator (including any successor, the “Evaluator”) and supervisor (including any successor, the “Supervisor”) and the Bank of New York Mellon, as Trustee (the “Master Trust Agreement”).  The Master Trust Agreement is filed as Exhibit A(l)(a) hereto. Each series of the Trust will be created by a Series Trust Agreement (a “Series Trust Agreement”) supplemental to the Master Trust Agreement, a form of which is filed as Exhibit A(1)(b) hereto. The Master Trust Agreement, each Series Trust Agreement and the Standard Terms and Conditions of Trust for Strategas Trust, filed as Exhibit A(1)(c) are referred to, collectively, as the “Trust Agreement.” The responses contained herein summarize, and are qualified in their entirety by, provisions of the Trust Agreement. The Trust shall be composed of one or more separate series of beneficial interests in one or more segregated pools of assets of the Trust (each of which shall be referred to herein as a “Company”) under the Delaware Statutory Trust Act, as amended from time to time (the “DSTA”). Each Company shall be a separate series of trust within the meaning of the DSTA. As such, separate and distinct records shall be maintained for each Company, and the assets of the Trust associated with each Company shall be held in separate and distinct records and accounted for in such separate and distinct records, apart from the assets of the Trust or any other series of the Trust.

It is expected that a Series Trust Agreement for Strategas Trust, Series 1-1 and subsequent series of the Trust will be entered into prior to the filing of an amendment of the Registration Statement on Form S-6 under the Securities Act of 1933, as amended (the “Securities Act”), for each Company, and the securities comprising the portfolio will be listed in the Trust Agreement and in the prospectus for a Company (the “Prospectus”), and said securities will not be selected until at or about the date of their deposit. The Master Trust Agreement provides that the Trust shall continue perpetually unless terminated pursuant to the terms of the Master Trust Agreement.  In no event, however, shall a Company continue beyond the mandatory termination date as may be specified in the relevant Series Trust Agreement (if any).

None, except as set forth in Item 6(a).

Strategas Trust has never changed its name.

December 31 unless otherwise specified in the Prospectus.

Material Litigation

None

General Information Concerning the Securities of the Trust and the Rights of Holders

Securities will be of the registered type.

Securities will be generally of the distributive type.

See answer to Item 10(d), below.

Unitholders may redeem their units on any business day.  Redemption shall be made, consistent with the policies included in the Trust Agreement and a Company’s Prospectus, by the Trustee no later than the seventh day following the day on which a tender for redemption is received (the “Redemption Date”) by payment of an amount of cash and/or portfolio securities equivalent to the redemption price (the “Redemption Price”) for such Company multiplied by the number of units being redeemed.  The right of redemption for a Company may be suspended and payment postponed for more than seven calendar days following the day on which tender for redemption is made (1) for any period during which the New York Stock Exchange (“NYSE”) is closed, other than customary weekend and holiday closings, or during which (as determined by the Securities and Exchange Commission (“SEC”)) trading on the NYSE is restricted; (2) for any period during which an emergency exists as a result of which disposal by the Trustee of portfolio securities is not reasonably practicable or it is not reasonably practicable to fairly determine the value of the underlying securities in accordance with the Trust Agreement; or (3) for such other period as the SEC may by order permit.

There can be no assurance that a secondary market for the units of a Company will develop. After the initial offering, while not obligated to do so, the Depositor, and certain other broker-dealers, may, subject to change at any time, maintain a market for units of a Company and to continuously offer to purchase said units at prices determined by the Evaluator.

Subject to the restrictions set forth in the Prospectus of a Company, Unitholders tendering units for redemption may request an in kind distribution (a “Distribution In Kind”) of Company assets equal to the redemption price per unit as determined as of the evaluation time next following the tender in lieu of a cash redemption; provided, however, that (1) a Distribution In Kind will only be made with respect to an aggregate amount of units permitting a non-fractional, pro-rata distribution of all of the options and securities that make up the portfolio, and will include a pro-rata distribution of the cash and equivalents within the portfolio, (2) the sponsor of the Trust and the trustee have received documentation for the Distribution In Kind in form and substance satisfactory to the sponsor and the trustee, (3) the unitholder has elected the Distribution In Kind at least thirty business days prior to the Series Mandatory Dissolution Date for that Company, and (4) the unitholder maintains an options-eligible account at a broker-dealer. The Distribution In Kind option may be terminated, modified or discontinued at any time by the sponsor of the Trust without notice, and the sponsor of the Trust reserves the right, in its sole discretion, to reject any request for a Distribution In Kind. Any In-Kind Distribution will be reduced by customary transfer and registration charges.

Units are transferable by making a written request to the Trustee.

Not applicable.

The Trust Agreement may be amended by the Trustee, the Portfolio Consultant and the Depositor or their respective successors without the consent of any of the unitholders:

The Trust Agreement with respect to a Company may also be amended in any respect by the Depositor, Portfolio Consultant and the Trustee, or their respective successors, or any of the provisions thereof may be waived, with the consent of the holders of units representing 66-2/3% of the units then outstanding of such Company, provided that no such amendment or waiver will reduce the interest of any unitholder thereof without the consent of such unitholder or reduce the percentage of units required to consent to any such amendment or waiver without the consent of all unitholders of the Company.  In no event shall any Trust Agreement be amended to increase the number of units of a Company issuable thereunder or to permit, except in accordance with the provisions of such Trust Agreement, the acquisition of any securities in addition to or in substitution for those initially deposited in a Company.  A Company may be dissolved at any time by the unitholders representing 66-2/3% of the units thereof then outstanding.

No unitholder shall have the right to control the operation and management of any Company in any manner, except to vote with respect to the amendment of the Trust Agreement or dissolution of any Company. Nor shall any unitholders have the right to vote any voting securities, if any, contained in a Company’s portfolio.

Yes.

Yes.

Yes.

Yes.

No.

Reference is made to the information provided in answer to Item 10(f) above.

Reference is made to the information provided in answer to Item 10(f) above.

No.

None.

Information Concerning the Securities Underlying the Trust’s Securities

If the trust owns or will own any securities of its regular brokers or dealers as defined in Rule 10b-1 under the Investment Company Act of 1940, as amended, or their parents, identify those brokers or dealers and state the value of the registrants’ aggregate holdings of the securities of each subject issuer as of the close of the registrant’s most recent fiscal year.

A Company may consist of derivative securities (such as warrants, options, swaps, forward contracts or other derivatives), common stocks, preferred stocks, shares of registered investment companies, interests in public or private funds or commodity pools, other equity securities, bonds, notes, other fixed income securities (including strips and zero-coupon bonds), other evidences of indebtedness, certificates of participation, mortgage-backed securities or other obligations issued or guaranteed by the United States of America or by any agency or instrumentality thereof (plus contract securities, replacement securities, and additional securities, if any, each as defined in the Trust Agreement) (collectively referred to herein as the “Securities”).

The Companies do not intend to own any securities of their regular brokers or dealers or their parents.

Not applicable.

Information Concerning Loads, Fees, Charges and Expenses

Units of the Companies are offered at the public offering price thereof. The public offering price per unit is equal to the net asset value per unit determined plus any applicable organization costs plus any accrued interest plus the applicable sales charge referred to in the Company’s prospectus.  The sales load paid per unit will be remitted to the Depositor or an affiliate of the Depositor. The sales load is expected to vary from Company to Company depending upon circumstances including, but not limited to, the type of underlying assets included in a Company’s portfolio and a Company’s maturity. The initial offering period for a Company will last until such time as the total number of units created are sold or as otherwise determined by the Depositor.

Units will be sold through dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and through others. Sales may be made to or through dealers at prices which represent discounts from the public offering price. Certain commercial banks may make units of a Company available to their customers on an agency basis. A portion of the sales charge paid by their customers is retained by or remitted to the banks.

The Depositor will receive gross sales charges equal to a percentage of the public offering price and will pay a portion of such sales charges to dealers and agents.  In addition, the Depositor may realize a profit or a loss resulting from (i) the difference between the purchase prices of the Securities to the Depositor and the costs of such Securities to a Company, which may be based on the offering side evaluation of the Securities and (ii) any market making activities with respect to the units. The Depositor may realize additional profits or losses during the initial offering period on unsold units as a result of changes in the daily evaluation of the Securities in a Company. The Depositor may also receive a customary broker’s fee in connection with the deposit of any derivatives into the Trust. In no event will the broker’s fee exceed regulatory maximums.

The Depositor also acts as the Trust’s sponsor and, in such capacity, 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 amount of this fee is set forth in a Company’s Prospectus. This fee is deducted from a Company’s assets as of the close of the initial offering period.  No portion of this fee is applied to the payment of distribution expenses or as compensation for sales efforts.

For providing surveillance services to a Company, the Supervisor will charge a fee as set forth in the Company’s Prospectus, payable monthly and based on the total number of units of the Company outstanding as of January 1 of each year except for a Company during the year or years in which an initial offering period occurs, in which case the fee for a month is based on the number of units outstanding at the end of such month (such annual fee to be pro-rated for any calendar year in which the Supervisor provides services during less than the whole year).

For providing valuation services to a Company, the Evaluator shall receive a fee, as set forth in the Company’s Prospectus, payable monthly and based on the total number of units of the Company outstanding as of January 1 of each year except for a Company during the year or years in which an initial offering period occurs, in which case the fee for a month is based on the number of units outstanding at the end of such month (such annual fee to be pro-rated for any calendar year in which the Evaluator provides services during less than the whole year).

For providing portfolio consulting services to a Company, the Portfolio Consultant shall receive a fee, as set forth in the Company’s Prospectus, payable monthly and based on the total number of units of the Company outstanding as of January 1 of each year except for a Company during the year or years in which an initial offering period occurs, in which case the fee for a month is based on the number of units outstanding at the end of such month (such annual fee to be pro-rated for any calendar year in which the Portfolio Consultant provides services during less than the whole year).

The Trustee receives for its services the fee set forth in a Company’s Prospectus. The Trustee’s fee is calculated and paid monthly and is based on the total number of units of the related Company outstanding as of January 1 for any annual period, the year or years in which an initial offering period occurs, in which case the fee for a month is based on the number of units outstanding at the end of such month (such annual fee to be pro-rated for any calendar year in which the Trustee provides services during less than the whole year). The Trustee benefits to the extent there are funds for future distributions, payment of expenses and redemptions in a Company’s capital and income accounts since these accounts are non-interest bearing and any amounts earned thereon are retained by the Trustee.

The fees of each of the Trustee, Depositor, Portfolio Consultant, Evaluator and Supervisor may be increased without approval of unitholders by amounts not exceeding the percentage increase in the Consumer Price Index entitled “All Services Less Rent of Shelter,” published by the U.S. Department of Labor or any equivalent index substituted therefor.  In addition, the Trustee’s fees may be periodically adjusted in response to fluctuations in short-term interest rates (reflecting the cost to the Trustee of advancing funds to a Company to meet scheduled distributions).

Certain expenses incurred by the Depositor in establishing a Company may be paid by the Company to reimburse the Depositor if indicated in the Prospectus. They include, but are not limited to, the cost of the initial preparation and typesetting of the registration statement, prospectuses and other Company documents, the cost of the negotiation and preparation of the Trust Agreement, any agreements, the fees of securities regulators, commodities regulators and federal and state registration fees, the initial valuation and audit of the Company, the initial fees and expenses of the Portfolio Consultant, any licensing fees, the initial fees and expenses of the Trustee, and legal and other out-of-pocket expenses. Such expenses do not include the printing of preliminary prospectuses and prospectuses, expenses incurred in the preparation and printing of brochures and other advertising materials and any other selling expenses.

With respect to Companies that enter into derivative transactions other than exchange-traded derivatives, the counterparty to any such transaction may receive a fee, the amount of which and timing of payment of which will be disclosed in the related Prospectus.

Not applicable.

With respect to a Company, the total fees payable on purchase as well as on an annual basis, as a percentage of the public offering price, will be set forth in the related Prospectus. Some fees such as the creation and development fee and trust operating expenses are fixed amounts and will vary, as a percentage, depending on the net worth of the Company at the time of deduction. The Prospectus will disclose such amounts based on an assumed net worth of the Company.

A reduced sales charge resulting from quantity discounts may apply to purchases of units on any one day by the same purchaser from the same broker or dealer. The reduced sales charge may also be applicable to purchases by the spouse or child of a purchaser or by a trustee or other fiduciary purchasing for a single trust, estate or fiduciary account. The Depositor may permit officers, directors and employees and their family members (spouses, children under the age of 21 living in the same household, parents and trustees, custodians or fiduciaries for the benefit of such persons) of the Depositor or Alaia Capital, LLC and their respective affiliates, or by employees of selling firms and their family members (spouses, children and parents) to purchase units of a Company at a reduced sales charge. In addition, the Depositor may decrease or eliminate the sales charge to investors who purchase units through registered investment advisers, certified financial planners or registered broker-dealers who charge periodic fees in lieu of commissions or who charge for financial planning or for investment advisory or asset management services or provide these services as part of an investment account where a comprehensive “wrap fee” is imposed. A reduced sales charge may be offered to investors using the redemption or termination proceeds for a Company to purchase units of another Company. The amounts of such reductions, when determined, will appear in the Prospectus.

Reference is made to the information provided in answer to Item 13(c), above.

Reference is made to the information provided in answer to Item 13(c) above.

Reference is made to the information provided in answer to Item 13(a) for further information.

Not applicable.

Information Concerning the Operations of the Trust

Simultaneously with the receipt of the initial deposing of Securities into a Company, the Trustee will record on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of units specified in the Trust Agreement and will deliver, or on the order of the Depositor will deliver, in exchange for such Securities, documentation evidencing the ownership of the number of the units.

Reference is also made to the information provided in answer to Item 13(a) above.

Reference is made to the information provided in answer to Item 13(a) above.

On the initial date of deposit, the Depositor will deliver to the Trustee Securities or contracts for the purchase thereof, an irrevocable letter or credit, or cash for deposit in a Company. In exchange for the Securities and cash so deposited, the Trustee will deliver to the Depositor documentation evidencing the ownership of that number of units set forth in the Company’s Prospectus.  The Depositor has a limited right of substitution for such Securities in the event of a failed contract.  Additional units of a Company may be issued from time to time following the initial date of deposit by depositing in such Company additional Securities or contracts for the purchase thereof together with irrevocable letters of credit or cash, or cash with instructions to purchase additional Securities.  If additional units are issued by a Company as a result of the deposit of additional Securities by the Depositor, the aggregate value of the Securities in the Company will be increased and the fractional undivided interest in the Company represented by each unit will be decreased.  The Depositor may continue to make additional deposits of Securities into a Company following the initial date of deposit, provided that such additional deposits will be in amounts which will maintain, to the extent practicable, the existing percentage relationship among the Securities in such Company.

The Depositor may not alter the portfolios of the Companies by the purchase, sale or substitution of Securities, except in the circumstances noted below. Thus, with the exception of redemption or maturity of Securities in accordance with their terms (and reinvestments made in connection with certain Companies), the assets of the Company will remain unchanged under normal circumstances.

If necessary, in order to maintain the sound investment character of a Company, the Depositor may sell, liquidate, transfer, terminate or otherwise dispose of Securities on behalf of such Company at such price and time and in such manner as shall be determined by the Depositor and the Portfolio Consultant and to exercise any rights and powers of the Company as a party to a derivative agreement, credit support agreement or any other agreement to which the Company is a party, provided that the Portfolio Consultant has determined in its sole and absolute discretion that any one or more of the following conditions exist with respect to such Securities or derivative transactions:

The proceeds from any such sales, exclusive of any portion which represents accrued interest, will be credited to the relevant Company’s Capital Account (as defined below) for distribution to unitholders.

A unitholder who does not dispose of units in the secondary market may cause units to be redeemed by the Trustee by tendering units to the Trustee. The redemption process is described in response to Item 10(d).

For all redemptions, that portion of the Redemption Price which represents interest or dividends shall be withdrawn from a Company’s Income Account to the extent available. All other amounts paid on redemption shall be withdrawn from the Company’s Capital Account.  The Trustee is empowered to sell Securities for a Company in order to make funds available or the redemption of units of such Company.  Reference is made to the statements in answer to Item 19(d) above for additional information.

Income received by each Company, including interest, dividends or other cash distributions on the Securities and any portion of the proceeds from a disposition of Securities which represents accrued interest, is credited by the Trustee to the Company’s Income Account.  All other receipts are credited by the Trustee to a Company’s Capital Account.  The Trustee normally has no cash for distribution to unitholders until it receives interest payments on the Securities comprising the Company.  A unitholder’s income distribution shall be equal to such unitholder’s pro-rata share of the cash balance in the Company’s Income Account (if any) computed as of the close of business on the Record Date (as defined in the Trust Agreement) immediately preceding such income distribution after deduction of (i) any fees and expenses then deductible and (ii) the Trustees’ estimate of other expenses properly chargeable to the Company’s Income Account or the Company’s Capital Account. The Trustee will normally distribute on each income distribution date or shortly thereafter to unitholders of record of such Company on the preceding Record Date.

Unitholders of a Company may be offered the option to elect to have distributions of principal (including capital gains, if any) or income or both automatically reinvested in units of their Company as may be described in the Prospectus.

With respect to each Company, the Trustee may from time to time withdraw from the Company’s Capital Account or the Company’s Income Account such amounts, if any, as the Depositor deems necessary to establish a reserve for any taxes or other governmental charges or other fees or expenses payable out of the Company. Amounts so withdrawn shall be credited to a separate reserve account maintained for a Company (the “Company’s Reserve Account”) as described in the Trust Agreement.

With respect to a Company having derivatives agreements other than exchange-traded derivatives, the Trustee shall establish one or more collateral accounts (each, a “Company’s Collateral Account”) for the purpose of holding collateral under the relevant derivative agreements. A Company’s Series Trust Agreement will set forth the terms and conditions of such collateral accounts.

With respect to a Company holding derivatives agreements other than exchange-traded derivatives, the Depositor or the Portfolio Consultant shall cause each derivative counterparty to establish one or more collateral accounts in its name with a custodian bank (the “Counterparty Collateral Accounts”) into which the derivative counterparty will deposit assets and establish a lien on the assets of the Counterparty Collateral Account in favor of the Company to secure the performance of the derivative counterparty’s obligations to the Company under the related derivative agreement.

Not applicable.

With each distribution, the Trustee will furnish or cause to be furnished to each unitholder a statement of the amount of income and the amount of other receipts, if any, which are being distributed, expressed in each case as a dollar amount per unit. The accounts of each Company are required to be audited annually, at the Company’s expense, by independent auditors designated by the Depositor, unless the Depositor determines that such an audit would not be in the best interest of the unitholders of such Companies.  The accountant’s report will be furnished by the Trustee to any unitholder of such Company upon written request.  Within a reasonable period of time after the end of each calendar year, the Trustee shall furnish to each person who at any time during the calendar year was the unitholder of the Company, a statement, covering the calendar year, setting forth for the applicable Company:

Reference is made to the information provided in answer to Item 10(f).

Reference is made to the information provided in answer to Item 10(f).

See Item 20(d).

The Trustee may be removed by the Depositor and the Portfolio Consultant upon 30 days prior written notice to the Trustee. The Trustee may resign upon 30 days prior written notice to the Depositor and the Portfolio Consultant. No resignation or removal of the Trustee shall be effective except upon the appointment of a successor Trustee. If no successor has been appointed within such 30 day period, the Trustee or the Depositor may, at the expense of the Trust, petition a court to appoint a successor Trustee.

The Trustee shall be a corporation organized and doing business under the laws of the United States or any state thereof, which is authorized under such laws to exercise corporate trust powers and having at all times an aggregate capital, surplus, and undivided profits of not less than $5,000,000. In case at any time the Trustee shall not meet these requirements, or shall become incapable of acting, or if a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Trustee in an involuntary case, or the Trustee shall commence a voluntary case, under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) for the Trustee or for any substantial part of its property shall be appointed, or the Trustee shall generally fail to pay its debts as they become due, or shall fail to meet such written standards for the Trustee’s performance as shall be reasonably established from time to time by the Depositor, or if the Depositor determines in good faith that there has occurred either (1) a material deterioration in the creditworthiness of the Trustee or (2) one or more grossly negligent acts on the part of the Trustee with respect to a Company, the Depositor may remove the Trustee and appoint a successor trustee as provided in the preceding paragraph.

Any entity into which the Trustee may be merged or with which it may be consolidated, or any entity resulting from any merger or consolidation to which the Trustee shall be a party, or any entity which succeeds to all or substantially all of the corporate trust business of the Trustee, shall be the successor trustee under the Trust Agreement without the execution or filing of any paper, instrument or further act to be done on the part of the parties to the Trust Agreement, except as may be required by applicable law.

Reference is made to the information provided in answer to Item 20(f).

If at any time the Depositor shall resign or fail to perform any of its duties under the Trust Agreement; or shall become incapable of acting or shall be adjudged bankrupt or insolvent or shall have its affairs taken over by public authorities, then the Trustee may:

The Depositor and the Portfolio Consultant are liable for the performance of their respective obligations arising under the Trust Agreement, but will be under no liability to the unitholders for taking any action or refraining from taking any action in good faith pursuant to the Trust Agreement or for errors in judgment, except in cases of its own willful malfeasance, bad faith or gross negligence.  Neither the Depositor nor the Portfolio Consultant shall be liable or responsible in any way for depreciation or loss incurred by reason of the sale of any Securities.

Not applicable.

The following items should be covered:

Not applicable.

Not applicable.

The Depositor, Portfolio Consultant, Evaluator and Supervisor are liable for the performance of their obligations arising under the Trust Agreement, but will be under no liability to the unitholders for taking any action or refraining from taking any action in good faith or for errors in judgment, except in cases of gross negligence, bad faith or willful misconduct.

None of the Depositor, the Portfolio Consultant, the Evaluator or the Supervisor shall be liable or responsible in any way for depreciation or loss incurred by reason of any sale of any Security or termination of any derivative transaction or by reason of the failure to make any such sale or termination.

The Trust Agreement provides that the Trustee shall be under no liability for any action taken or for refraining from taking any action in good faith in reliance upon prima facie properly executed documents except by reason of its own gross negligence, bad faith or willful misconduct, nor shall the Trustee be liable or responsible in any way for depreciation or loss incurred by reason of the sale by the Trustee of any Securities. In the event that the Depositor has failed to act, the Trustee may act and shall not be liable for any action taken by it in good faith.  The Trustee shall not be personally liable for any taxes or other governmental charges imposed upon or in respect of the Securities or upon the income thereon.  In addition, the Trust Agreement contains other customary provisions limiting the liability of the Trustee.

The unitholders and the Trustee may rely on any valuation furnished by the Evaluator and shall have no responsibility for the act or the receipt thereof. The Trust Agreement provides that the determinations made by the Evaluator shall be in good faith upon the basis of the best information available to it. The Evaluator shall be under no liability to the unitholders or any party to the Trust Agreement for errors, provided, however, that the Evaluator shall not be protected against any liability to which they would otherwise be subject by reason of gross negligence, bad faith or willful malfeasance in the performance of their duties.

No bonding arrangement exists for individual officers, directors or employees.

Alaia Capital, LLC serves as Portfolio Consultant, Evaluator and Supervisor for the Company as of the date of this document. Reference is made to information provided in answer to Item 13(a).

The Depositor or the Portfolio Consultant may direct the dissolution of a Company if a default, termination event or similar event under a derivative agreement, if any, has occurred. The derivative agreement will provide that the occurrence of any of the following with respect to a derivative counterparty or a Company, as applicable, constitutes an event of default under the derivative agreement:

The occurrence of the following with respect to a derivative counterparty or the Company constitutes a termination event (a “termination event”) under the derivative agreements:

Organization and Operations of Depositor

Strategas Securities, LLC is a limited liability company formed in the state of New York on December 6, 2007.

Not applicable, as no fees have been received by the Depositor or its affiliates in connection with the exercise of any functions or duties concerning any unit investment trust.

Not applicable, as no fees have been received by the Depositor of a Company from any underlying investment company or any affiliated person or investment advisor of such company.

If the depositor acts or has acted in any capacity with respect to any investment company or companies other than the trust, state the name or names of such company or companies, their relationship, if any, to the trust, and the nature of the depositor’s activities therewith. If the depositor has ceased to act in such named capacities, state the date of and circumstances surrounding such cessation.

The Depositor is registered under the Securities Exchange Act of 1934 as a broker-dealer and is a member of FINRA and a member of the Securities Investor Protection Corporation (“SIPC”).

Officials and Affiliated Persons of Depositor

The Strategas Securities, LLC Form BD filed with the SEC makes available the requested information and is hereby incorporated by reference.

The Strategas Securities, LLC Form BD filed with the SEC makes available the requested information and is hereby incorporated by reference.

Companies Owning Securities of Depositor

The Strategas Securities, LLC Form BD filed with the SEC makes available the requested information and is hereby incorporated by reference.

Controlling Persons

No other person directly or indirectly controls the Depositor.

Compensation of Officers and Directors of Depositor

Compensation of Officers of Depositor

Not Applicable.

Compensation of Directors

Not Applicable.

Compensation to Employees

Not Applicable.

Compensation to Other Persons

Not Applicable.

Distribution of Securities

 Not applicable.

Not applicable.

Not applicable.

The Trust will enter into a Principal Underwriting Agreement pursuant to which the Depositor will act as principal underwriter in the form attached hereto as Exhibit A(3)(A), and may enter into other underwriting agreements with other principal underwriters in the future. The Depositor will use its best efforts to solicit orders to purchase units of each Company and in connection therewith locate and negotiate dealer agreements with the dealers referenced in Item 38(c). The Depositor will receive and may re-allow all or any portion of the applicable sales charge referenced in Item 38(c). The Principal Underwriting Agreement will be effective as of the initial date of deposit and is terminable on demand, by either party, on 60-days prior written notice to the other party. The Principal Underwriting Agreement will terminate automatically and immediately in the event of its assignment.

Units will be sold through dealers who are members of FINRA and through others. Sales may be made to or through dealers at prices which represent discounts from the public offering price. Certain commercial banks may make units of a Company available to their customers on an agency basis. A portion of the sales charge paid by their customers is retained by or remitted to the banks.

The Depositor may allow dealers and agents a concession or agency commission in connection with the distribution of units during the initial offering period. The Depositor reserves the right to change the dealer discounts set forth in a Company’s Prospectus from time to time. In addition to such discounts, the Depositor may, from time to time, pay or allow an additional discount, in the form of cash or other compensation, to dealers employing registered representatives who sell, during a specified time period, a minimum dollar amount of units of a Company and other unit investment trusts created by the Depositor. The difference between the discount and the sales charge will be retained by the Depositor.

Information Concerning Principal Underwriter

Reference is made to the answer to Item 25.

Reference is made to the answer to Item 27.

Not applicable, as no fees have been received by the principal underwriter of the Trust in connection with the exercise of any functions concerning securities of a Company during the period in question.

Not applicable.

Reference is made to information provided in answer to Item 27 above.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Offering Prices of Acquisition Valuation of Securities of the Trust

The Evaluator will determine the value of the assets of a Company (the “Evaluation”). The Evaluation of Securities shall be determined in the following manner:

During the initial offering period of a Company, the evaluation for each Security (other than a derivative transaction) shall be made in the following manner: (i) with respect to Securities for which market quotations are readily available, such evaluation shall be made on the basis of the current market value of such Securities; and (ii) with respect to other Securities, such evaluation shall be made on the basis of the fair value of such Securities as determined in good faith by the Evaluator.

With respect to derivative transactions, (i) if options or futures positions held by a Company are exchange traded, those options and futures positions will be valued based on the last official closing price on or prior to the evaluation time on the primary exchange for such position provided that there is an operating market-clearing mechanism at the relevant time of determination, or if none, on the last available price prior to the evaluation time or such other price as the Evaluator may determine based on its good faith determination of the fair value of such derivative transaction; (ii) if the derivative transaction is not traded on an exchange, the Evaluator will determine the value of based on its good faith determination of the fair value of such derivative transaction in its reasonable discretion taking into consideration factors, including, but not limited to, (a) the net amount to be paid to or received by the Company in connection with an early termination of such derivative transaction as determined pursuant to the relevant derivative agreement on the valuation date by the related derivative counterparty or any third party pricing service retained by the Evaluator, (b) current prices for the derivative transaction as obtained from investment dealers or brokers who customarily deal in financial instruments comparable to the derivative transaction and/or (c) prices for comparable futures contracts, options or securities.

If the Securities are listed on a national or foreign securities exchange and market quotations of such Securities are readily available, the market value of such Securities shall generally be based on the last available closing sale price on or immediately prior to the evaluation time on the exchange or market which is the principal market therefor, which shall be deemed to be the New York Stock Exchange if the Securities are listed thereon.  In the case of fixed income securities and other securities, the Evaluator will generally determine the value of these Securities during the initial offering period based on the ask or offer side evaluations of the Securities determined (a) on the basis of current ask prices of such Securities, (b) if ask prices are not available for any particular Security, on the basis of current ask prices for comparable securities, (c) by determining the value of Securities on the ask side of the market by appraisal, or (d) by any combination of the above.  If the Company holds Securities denominated in a currency other than U.S. dollars, the evaluation of such Security shall be converted to U.S. dollars based on current offering side exchange rates (unless the Evaluator deems such prices inappropriate as a basis for valuation).

After the initial offering period of units of a Company, the evaluation of the Securities shall be made in the manner described above on the basis of current bid prices for such Securities and the bid side value of any relevant currency exchange rate expressed in U.S. dollars.

Based on the prices of the Securities computed by the Evaluator, the Trustee will determine the net asset value for a Company as of the close of business (i) on the last Business Day of the year, (ii) on the day on which any unit is tendered for redemption and (iii) on any other day desired by the Trustee or requested by the Depositor or the Portfolio Consultant.  Such evaluations will take into account and itemize separately (1) the moneys on hand in the Company (other than moneys declared held in trust to cover contracts to purchase Securities and cash deposited into the Reserve Account) or moneys in the process of being collected from matured interest coupons or securities matured or called for redemption prior to maturity, (2) the value of each issue of the Securities in the Company as last determined by the Evaluator as described above, and (3) all other income from the Securities (including dividends receivable on the Securities trading ex-dividend as of the date of such valuation) as of the evaluation time on the date of such evaluation together with all other assets of such Company.  For each such evaluation there will be deducted from the sum of the above (i) amounts representing any applicable taxes or governmental charges payable out of the Company and for which no deductions have previously been made for the purpose of addition to the Reserve Account of such Company, (ii) amounts representing accrued expenses of the Company including but not limited to unpaid fees and expenses of the Trustee, the Portfolio Consultant, the Evaluator, the Depositor, the Supervisor and counsel, in each case as reported by the Trustee to the Evaluator on or prior to the date of evaluation, (iii) amounts representing unpaid organization costs, (iv) if the Prospectus for a Company provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (v) if the Prospectus for a Company provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (vi) moneys held for distribution to Unitholders of record of such Company as of a date prior to the evaluation then being made.  Adjustments for fractions will generally be made before adding the distributor’s compensation.

Reference is made to the information stated in answer to Item 10(d) above, as well as to the answer to Item 13(a).

Not applicable.

Reference is made to the statements in answer to Item 13(c).

Not applicable.

Redemption Valuation of Securities of the Trust

The Redemption Price for units of each Company is computed by the Evaluator as of the evaluation time set forth in the Prospectus next occurring after the tender of units for redemption and on any other business day desired by:

Under regulations issued by the Internal Revenue Service, the Trustee is required to withhold a certain percentage of the principal amount of a unit redemption if the Trustee has not been furnished the redeeming unitholder’s tax identification number in the manner required by such regulations.  Any amount so withheld is transmitted to the Internal Revenue Service and may be recovered by the unitholder only when filing a tax return.

Not applicable.

Purchase and Sale of Interests in Underlying Securities from and to Security Holders

Reference is made to information provided in answer to Items 10(d) and 16.

In connection with redemptions, the computation of Redemption Price is identical to that set forth in Item 44.

The Trustee is The Bank of New York Mellon, a banking corporation organized under the laws of the state of New York with its principal executive office located at One Wall Street, New York, New York 10286 and its unit investment trust division office at 2 Hanson Place, 12th Floor, Brooklyn, New York 11217. The Trustee is subject to supervision by the Superintendent of the New York State Department of Financial Services, the Federal Deposit Insurance Corporation and the Board of Governors of the Federal Reserve System.

Reference is made to the information provided in answer to Item 13(a).

The fees and expenses owing to the Trustee are secured by a lien on the Company. These are charges relating solely to a particular Company and shall be charged only to that Company.

Reference is also made to the information provided in answer to Item 13(a).

Not applicable.

Reference is made to the information provided in answer to Items 6(a) and 16 above.

Not applicable.

Reference is made to the information provided in answer to Item 16.

None.

Regulated Investment Company

The Companies will either be structured as grantor trusts or a regulated investment company as defined in Section 851 of the Internal Revenue Code for federal tax purposes.

The Trust was not in existence during the last taxable year; however some Companies may elect to qualify as a regulated investment company as defined in Section 851 of the Internal Revenue Code. Certain other Companies will be structured so that they are not associations taxable as corporations under the Internal Revenue Code.

Not applicable since information relates to registrant’s past 10 fiscal years.

(Items 55, 56, 57 and 58 inapplicable since they relate only to periodic payment plan certificates.)

Financial Statements

Financial Statements of the Trust

 Not applicable.

Not applicable.

Financial Statements of the Depositor

Reference is made to Exhibit D filed herewith.

Reference is made to Exhibit D filed herewith.

Exhibits

Exhibit A(1)(a)

Master Trust Agreement.

Exhibit A(1)(b)

Form of Series Trust Agreement.

Exhibit A(1)(c)

Form of Standard Terms and Conditions of Trust.

Exhibit A(1)(d)

Certificate of Trust.

Exhibit A(3)(a)

Form of Principal Underwriting Agreement.

Exhibit A(3)(b)

Form of Dealer Agreement.

Exhibit A(5)

Form of Unit Certificate.

Exhibit A(6)(a)

Articles of Organization

Exhibit A(6)(b)

Not applicable

Exhibit A(9)

Form of Derivative Agreement (to be filed by amendment).

Exhibit A(11)

Form of Code of Ethics of Trust and Depositor.

Exhibit D

Financial Statements of the Depositor as of December 31, 2019.

Signatures

Pursuant to the requirements of the Investment Company Act of 1940, Strategas Securities, LLC, the Depositor of the registrant, has caused this registration statement to be duly signed on behalf of the registrant in the City of New York and State of New York on the17^th day of September, 2020.

Attest:

31

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘N-8B-2’ Filing		Date		Other Filings
Filed on / Effective on:		9/17/20		CORRESP,  N-8A,  S-6
		9/8/20
		12/31/19
		12/6/07
				List all Filings

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4 Subsequent Filings that Reference this Filing

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/11/21 Strategas Trust 487 8/11/21 4:479K Securex Filings/FA 2/23/21 Strategas Trust S-6/A 4:487K Securex Filings/FA 2/11/21 Strategas Trust S-6/A 1:364K Securex Filings/FA 1/05/21 Strategas Trust S-6/A 1:363K Securex Filings/FA

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Filing Submission 0001214659-20-007906   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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