SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 1474
B. Name of Depositor: FIRST TRUST PORTFOLIOS L.P.
C. Complete Address of Depositor's 1001 Warrenville Road
Principal Executive Offices: Lisle, Illinois 60532
D. Name and Complete Address of
Agents for Service: FIRST TRUST PORTFOLIOS L.P.
Attention: James A. Bowen
Suite 300
1001 Warrenville Road
Lisle, Illinois 60532
CHAPMAN & CUTLER LLP
Attention: Eric F. Fess
111 West Monroe Street
Chicago, Illinois 60603
E. Title 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 the Public: ____ Check if it is
proposed that this filing
will become effective on
_____ at ____ p.m.
pursuant to Rule 487.
The registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
SUBJECT TO COMPLETION, DATED JUNE 26, 2007
Latin America Portfolio, Series 3
FT 1474
FT 1474 is a series of a unit investment trust, the FT Series. FT 1474
consists of a single portfolio known as Latin America Portfolio, Series
3 (the "Trust"). The Trust invests in a diversified portfolio of common
stocks ("Securities") issued primarily by companies headquartered in
Latin America. The objective of the Trust is to provide investors the
potential for above-average capital appreciation.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER
OR SALE IS NOT PERMITTED.
FIRST TRUST (R)
1-800-621-1675
The date of this prospectus is July __, 2007
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 8
Portfolio 8
Risk Factors 9
Portfolio Securities Descriptions 11
Public Offering 11
Distribution of Units 14
The Sponsor's Profits 15
The Secondary Market 15
How We Purchase Units 15
Expenses and Charges 16
Tax Status 17
Retirement Plans 18
Rights of Unit Holders 19
Income and Capital Distributions 19
Redeeming Your Units 20
Removing Securities from the Trust 21
Amending or Terminating the Indenture 22
Information on the Sponsor, Trustee,
FTPS Unit Servicing Agent and Evaluator 22
Other Information 24
Page 2
Summary of Essential Information
Latin America Portfolio, Series 3
FT 1474
At the Opening of Business on the Initial Date of Deposit-July __, 2007
Sponsor: First Trust Portfolios L.P.
Trustee: The Bank of New York
FTPS Unit Servicing Agent: FTP Services LLC
Evaluator: First Trust Advisors L.P.
Initial Number of Units (1)
Fractional Undivided Interest in the Trust per Unit (1) 1/
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) (.245)
--------
Redemption Price per Unit (5) 9.655
Less Creation and Development Fee per Unit (3)(5) (.050)
Less Organization Costs per Unit (5) (.029)
--------
Net Asset Value per Unit $ 9.576
========
Estimated Net Annual Distribution per Unit (6) $
Cash CUSIP Number
Reinvestment CUSIP Number
Fee Accounts Cash CUSIP Number
Fee Accounts Reinvestment CUSIP Number
FTPS CUSIP Number
Security Code
Ticker Symbol
First Settlement Date July __, 2007
Mandatory Termination Date (7) July 10, 2009
Distribution Record Date Fifteenth day of each month, commencing August 15, 2007.
Distribution Date (6) Last day of each month, commencing August 31, 2007.
______________
<FN>
(1) As of the close of business 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 3.95% of the Public Offering
Price per Unit (equivalent to 3.99% 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 will be deducted from the assets of
the Trust at the end of the initial offering period and the estimated
organization costs per Unit will be deducted from the assets of the
Trust at the earlier of six months after the Initial Date of Deposit or
the end of the initial offering period. If Units are redeemed prior to
any such reduction, these fees will not be deducted from the redemption
proceeds. See "Redeeming Your Units."
(6) The estimated net annual distribution per Unit for subsequent years,
$ , is expected to be less than the amount for the first year because
a portion of the Securities included in the Trust will be sold during
the first year to pay for organization costs, the deferred sales charge
and the creation and development fee. 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. 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
Income and Capital Accounts, as determined at the monthly Record Date,
monthly on the last day of each month to Unit holders of record on the
fifteenth day of such month provided the aggregate amount, exclusive of
sale proceeds, in the Income and Capital Accounts available for
distribution equals at least 0.1% of the net asset value of the Trust.
Undistributed money in the Income and Capital Accounts will be
distributed in the next month in which the aggregate amount available
for distribution, exclusive of sale proceeds, equals or exceeds 0.1% of
the net asset value of the Trust. Distributions of sale proceeds from
the Capital Account will be made monthly on the last day of the month to
Unit holders of record on the fifteenth day of such month if the amount
available for distribution equals at least $1.00 per 100 Units. See
"Income and Capital Distributions."
(7) See "Amending or Terminating the Indenture."
</FN>
Page 3
Fee Table
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 two years and is a unit investment trust rather than a
mutual fund, this information allows you to compare fees.
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 2.45%(b) $.245
Creation and development fee 0.50%(c) $.050
_______ _______
Maximum Sales Charge (including creation and development fee) 3.95% $.395
======= =======
Organization Costs (as a percentage of public offering price)
Estimated organization costs .290%(d) $.0290
======= =======
Estimated Annual Trust Operating Expenses(e)
(as a percentage of average net assets)
Portfolio supervision, bookkeeping, administrative, evaluation
and FTPS Unit servicing fees % $
Trustee's fee and other operating expenses %(f) $
======= =======
Total % $
======= =======
Example
This example is intended to help you compare the cost of investing in
the Trust with the cost of investing in other investment products. The
example assumes that you invest $10,000 in the Trust for the periods
shown and then sell your Units at the end of those periods. The example
also assumes a 5% return on your investment each year and that the
Trust's operating expenses stay the same. The example does not take into
consideration transaction fees which may be charged by certain
broker/dealers for processing redemption requests. Although your actual
costs may vary, based on these assumptions your costs, assuming you held
your Units for the periods shown, would be:
1 Year 2 Years
______ _______
$ $
The example will not differ if you hold rather than sell your Units at
the end of each period.
_____________
<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 3.95% 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 $.245
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 October 19, 2007.
(c) The creation and development fee compensates the Sponsor for creating
and developing the Trust. The creation and development fee is a charge
of $.050 per Unit collected at the end of the initial offering period
which is expected to be approximately three months from the Initial Date
of Deposit. If the price you pay for your Units exceeds $10 per Unit,
the creation and development fee will be less than 0.50%; if the price
you pay for your Units is less than $10 per Unit, the creation and
development fee will exceed 0.50%.
(d) Estimated organization costs will be deducted from the assets of the
Trust at the earlier of six months after the Initial Date of Deposit or
the end of the initial offering period.
(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
Page 5
Statement of Net Assets
Latin America Portfolio, Series 3
FT 1474
At the Opening of Business on the
Initial Date of Deposit-July __, 2007
NET ASSETS
Investment in Securities represented by purchase contracts (1) (2) $
Less liability for reimbursement to Sponsor for organization costs (3) ( )
Less liability for deferred sales charge (4) ( )
Less liability for creation and development fee (5) ( )
_________
Net assets $
=========
Units outstanding
Net asset value per Unit (6) $ 9.576
ANALYSIS OF NET ASSETS
Cost to investors (7) $
Less maximum sales charge (7) ( )
Less estimated reimbursement to Sponsor for organization costs (3) ( )
_________
Net assets $
=========
______________
<FN>
NOTES TO STATEMENT OF NET ASSETS
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.
(1) The Trust invests in a diversified portfolio of common stocks issued
primarily by companies headquartered in Latin America. 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 July 10, 2009.
(2) An irrevocable letter of credit issued by The Bank of New York, of
which approximately $150,000 will be 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 $.0290 per
Unit. A payment will be made at the earlier of six months after the
Initial Date of Deposit or the end of the initial offering period to an
account maintained by the Trustee from which the obligation of the
investors to the Sponsor will be satisfied. To the extent that actual
organization costs of the Trust are greater than the estimated amount,
only the estimated organization costs added to the Public Offering Price
will be reimbursed to the Sponsor and deducted from the assets of the
Trust.
(4) Represents the amount of mandatory deferred sales charge
distributions of $.245 per Unit, payable to the Sponsor in three
approximately equal monthly installments beginning on October 19, 2007
and on the twentieth day of each month thereafter (or if such date is
not a business day, on the preceding business day) through December 20,
2007. If Unit holders redeem Units before December 20, 2007, they will
have to pay the remaining amount of the deferred sales charge applicable
to such Units when they redeem them.
(5) The creation and development fee ($.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 earlier of six months after the
Initial Date of Deposit or the end of the initial offering period in the
case of organization costs or the close of the initial offering period
in the case of the creation and development fee.
(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 3.95% of the
Public Offering Price (equivalent to 3.99% 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
Latin America Portfolio, Series 3
FT 1474
At the Opening of Business on the Initial Date of Deposit-July __, 2007
Percentage
of Aggregate Number Market Cost of
Ticker Symbol and Offering of Value per Securities to
Name of Issuer of Securities (1)(3) + Price Shares Share the Trust (2)
_______________________________ _________ ______ _______ _________
% $ $
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
________ ________
Total Investments 100% $
======= ========
___________
<FN>
(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 July __, 2007. 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 the over-the-counter traded Securities at the Evaluation
Time on the business day preceding the Initial Date of Deposit). The
valuation of the Securities has been determined by the Evaluator, an
affiliate of the Sponsor. The cost of the Securities to the Sponsor and
the Sponsor's profit or loss (which is the difference between the cost
of the Securities to the Sponsor and the cost of the Securities to the
Trust) are $______ and $____, respectively.
(3) Securities of companies in the following sectors comprise the
percentages of the investments of the Trust as indicated: Consumer-
Discretionary, __%; Consumer-Staples, __%; Energy, __%; Financial
Services, __%; Industrials, __%; Materials, __%; Telecommunication
Services, __%; and Utilities, __%.
+ These Securities represents the common stocks of foreign companies
which trade directly, or through an American Depositary Receipt ("ADR"),
on a U.S. national securities exchange.
* This Security has not paid a cash dividend during the 12 months prior
to the Initial Date of Deposit.
</FN>
Page 7
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
1474, consists of a single portfolio known as Latin America Portfolio,
Series 3.
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 as Trustee, FTP Services LLC ("FTPS") as FTPS Unit
Servicing Agent and First Trust Advisors L.P. as Portfolio Supervisor
and Evaluator, governs the operation of the Trust.
YOU MAY GET MORE SPECIFIC DETAILS CONCERNING THE NATURE, STRUCTURE AND
RISKS OF THIS PRODUCT IN AN "INFORMATION SUPPLEMENT" BY CALLING THE
SPONSOR AT 1-800-621-1675, EXT. 1.
How We Created the Trust.
On the Initial Date of Deposit, we deposited 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.
We cannot guarantee that the Trust will keep its present size and
composition for any length of time. Securities may periodically be sold
under certain circumstances, and the proceeds from these sales 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 all of the Securities and will do so based on our
instructions.
Neither we nor the Trustee will be liable for a failure in any of the
Securities. However, if a contract for the purchase of any of the
Securities initially deposited in the Trust fails, unless we can
purchase substitute Securities ("Replacement Securities") we will refund
to you that portion of the purchase price and transactional sales charge
resulting from the failed contract on the next Distribution Date. Any
Replacement Security the Trust acquires will be identical to those from
the failed contract.
Portfolio
Objective.
The objective of Latin America Portfolio, Series 3 is to provide the
potential to achieve above-average capital appreciation by investing in
a diversified portfolio of common stocks primarily issued by companies
headquartered in Latin America
Latin America Overview.
Latin America is a vast, diverse region consisting of countries with
distinct characteristics. Brazil and Mexico are the two biggest markets
and are characterized by their manufacturing experience and potential
for growth. The United Nations projects the overall population of the
Page 8
region will increase by about 23% over the next 20 years, from 504
million to approximately 623 million.
According to the Economic Commission for Latin America and the
Caribbean, in 2006, Latin America turned in its best performance in 25
years in economic and social terms. A number of the region's countries
have shown marked progress in reducing poverty, improving unemployment
and income distribution and increasing jobs.
Consider These Factors:
- - China represents the largest foreign market for South American
exports. China's growing demand for natural resources led to an increase
in exports of 27% in 2006. [Bloomberg] In 2007, China is likely to
account for 10% of world trade, up from 4% in 2000. [Economist.com]
- - More than 36% of Chile's exports were directed towards Asia in 2006,
with China taking a record of 12% of the total. [OECD]
- - Trade between China and Brazil has more than quadrupled over the past
four years. [OECD]
- - Higher commodity prices have helped bolster profits of producers in
Brazil. Brazil is the world's largest exporter of iron ore, sugar,
coffee, chicken, beef, ethanol and orange juice. Real GDP growth is
projected to be 4.5% in 2007. [Bloomberg]
- - The average growth rate for Mexico between 1995-2000 was a mere 1.6%.
[International Monetary Fund] In 2006, the Mexican economy grew 4.8% and
it is projected to grow 3.1% in 2007 and 3.5% in 2008. [Economist.com]
- - According to an estimate by the Economic Commission for Latin America
and the Caribbean, the region's economy grew 5.3% in 2006, marking the
third consecutive year of reasonable growth. Recent growth has been more
unusual than normal because it coincides with a current-account surplus
and low and falling inflation. This combination lends credendence that
current growth will be more sustainable going forward. [Economist.com]
The information above is intended to be illustrative of certain economic
factors affecting certain Latin American countries. There is no
assurance that the region as a whole will continue to experience
economic growth or that the companies selected for the Trust will benefit.
Based on the composition of the portfolio on the Initial Date of
Deposit, the Trust is considered a ________ Trust.
From time to time in the prospectus or in marketing materials we may
identify a portfolio's style and capitalization characteristics to
describe a trust. These characteristics are designed to help you better
understand how the Trust fits into your overall investment plan. These
characteristics are determined by the Sponsor as of the Initial Date of
Deposit and, due to changes in the value of the Securities, may vary
thereafter. In addition, from time to time, analysts and research
professionals may apply different criteria to determine a Security's
style and capitalization characteristics, which may result in
designations which differ from those arrived at by the Sponsor. In
general, growth stocks are those with high relative price-to-book ratios
while value stocks are those with low relative price-to-book ratios. At
least 65% of the stocks in a trust on the trust's initial date of
deposit must fall into either the growth or value category for a trust
itself to receive the designation. Trusts that do not meet this criteria
are designated as blend trusts. Both the weighted average market
capitalization of a trust and at least half of the Securities in a trust
must fall into the following ranges to determine its market
capitalization designation: Small-Cap-less than $2.5 billion; Mid-Cap-
$2.5 billion to $10 billion; Large-Cap-over $10 billion. Trusts,
however, may contain individual stocks that do not fall into its stated
style or market capitalization designation.
Of course, as with any similar investments, there can be no assurance
that the objective of the Trust will be achieved. See "Risk Factors" for
a discussion of the risks of investing in the Trust.
Risk Factors
Price Volatility. The Trust invests in common stocks. The value of the
Trust's Units will fluctuate with changes in the value of these common
stocks. Common stock prices fluctuate for several reasons including
changes in investors' perceptions of the financial condition of an
issuer or the general condition of the relevant stock market, such as
the current market volatility, or when political or economic events
affecting the issuers occur. In addition, common stock prices may be
particularly sensitive to rising interest rates, as the cost of capital
rises and borrowing costs increase.
Because the Trust is not managed, the Trustee will not sell stocks in
response to or in anticipation of market fluctuations, as is common in
managed investments. As with any investment, we cannot guarantee that
the performance of the Trust will be positive over any period of time,
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.
Page 9
Small-Cap Companies. Certain of the Securities in the Trust are issued
by companies with market capitalizations of less than $2.5 billion.
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.
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.
Legislation/Litigation. From time to time, various legislative
initiatives are proposed in the United States and abroad which may have
a negative impact on certain of the companies represented in the Trust.
In addition, litigation regarding any of the issuers of the Securities,
or of the industries represented by these issuers, may negatively impact
the share prices of these Securities. We cannot predict what impact any
pending or threatened litigation will have on the share prices of the
Securities.
Foreign Stocks. All of the Securities in the Trust are issued by foreign
companies, which makes the Trust subject to more risks than if it
invested solely in domestic common stocks. These Securities are either
directly listed on a U.S. securities exchange or are in the form of
American Depositary Receipts ("ADRs") which are listed on a U.S.
securities exchange. Risks of foreign common stocks include higher
brokerage costs; different accounting standards; expropriation,
nationalization or other adverse political or economic developments;
currency devaluations, blockages or transfer restrictions; restrictions
on foreign investments and exchange of securities; inadequate financial
information; and lack of liquidity of certain foreign markets.
Brazil. Because ___% of the Securities in the Trust are issued by
companies headquartered in Brazil, the Trust is considered to be
concentrated in Brazil. A portfolio concentrated in a single country or
geographic region may present more risks than a portfolio broadly
diversified over several regions.
Despite adverse and ongoing political developments and allegations of
corruption in political processes, the outlook for Brazil is a stable
one that anticipates the continuation of the solid fundamentals in
fiscal and external accounts that the country has achieved over the last
several years. The outlook, however, assumes continued commitment to
prudent macroeconomic policy by the current and future governments and
an appropriate and adequate policy response to internal or external
shocks. Should policy commitments falter as a result of the ongoing
investigation into political corruption, the outlook could be negatively
affected.
Brazil saw gross domestic product ("GDP") growth of 5.2% in 2004 and,
according to the Organization for Economic Co-operation and Development,
is expected to achieve GDP growth rates of 3.7% and 3.5% in 2005 and
2006, respectively. Brazil's fiscal and external economic performance
has strengthened over the past three years. More solid fundamentals
should better enable Brazil to withstand both adverse shocks and less-
supportive global liquidity conditions. The combination of still-high
fiscal and external debt burdens and dependence upon capital markets for
financing, however, demands ongoing prudent policy efforts to maintain
creditworthiness in the face of shocks. Various factors, including
changes in government policy, economic recession, currency fluctuation
and external shocks could significantly affect the markets in Brazil and
could have a material adverse affect on the Securities.
Mexico. Because ___% of the Securities in the Trust are issued by
companies headquartered in Mexico, the Trust is also considered to be
concentrated in Mexico.
The Mexican economy may be significantly affected by the U.S. economy,
given that the United States is Mexico's largest trading partner and
foreign investor. Since the implementation of the North American Free
Trade Agreement (NAFTA) in 1994, total two-way merchandise trade between
the United States and Mexico has increased. To further this
relationship, all three NAFTA countries entered into The Security and
Prosperity Partnership of North America in March 2005, which addressed
economic and security related issues (such as information sharing,
defense of borders, reducing trade costs). The new agreement may further
affect Mexico's dependency on the U.S. economy.
In addition, there are political and currency instability risks that may
adversely affect the Mexican economy. Such challenges have contributed
to a high degree of price volatility in both the Mexican equity and
foreign currency markets.
Mexico has been destabilized by local insurrections in certain regions,
particularly the State of Chiapas. Recurrence of these conditions may
adversely impact the Mexican economy. In addition, Mexico has had one
political party dominating government, until the elections of 2000.
Page 10
Recently, Mexican elections have been challenged and have been very
closely decided. Changes in political parties or other Mexican political
events may affect the economy and cause instabilty.
Mexico has, in recent history, experienced substantial economic
instability resulting from, among other things, periods of very high
inflation and significant devaluations of the Mexican currency, the peso.
In addition, the Mexican economy may be significantly affected by the
economies of other Central and South American countries. High interest,
inflation, and unemployment rates generally characterize the economies
in Central and South American countries.
Currency devaluations in any one Central or South American country can
have a significant affect on the entire region. Because commodities such
as oil and gas, minerals, and metals represent a significant percentage
of the region's exports, the economies of Central and South American
countries are particularly sensitive to fluctuations in commodity
prices. As a result, the economies in many Central and South American
countries can experience significant volatility.
Portfolio Securities Descriptions
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We have obtained the foregoing descriptions from sources we deem
reliable. We have not independently verified the provided information
either in terms of accuracy or completeness.
Public Offering
The Public Offering Price.
You may buy Units 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 the Income and/or Capital Accounts.
Although you are not required to pay for your Units until three business
days following your order (the "date of settlement"), you may pay before
then. You will become the owner of Units ("Record Owner") on the date of
settlement if payment has been received. If you pay for your Units
before the date of settlement, we may use your payment during this time
and it may be considered a benefit to us, subject to the limitations of
the Securities Exchange Act of 1934.
Organization Costs. Securities purchased with the portion of the Public
Offering Price intended to be used to reimburse the Sponsor for the
Trust's organization costs (including costs of preparing the
registration statement, the Indenture and other closing documents,
registering Units with the Securities and Exchange Commission ("SEC")
and states, the initial audit of the Trust's statement of net assets,
legal fees and the initial fees and expenses of the Trustee) will be
purchased in the same proportionate relationship as all the Securities
contained in the Trust. Securities will be sold to reimburse the Sponsor
for the Trust's organization costs at the earlier of six months after
the Initial Date of Deposit or the end of the initial offering period (a
significantly shorter time period than the life of the Trust). During
the period ending with the earlier of six months after the Initial Date
Page 11
of Deposit or the end of the initial offering period, there may be a
decrease in the value of the Securities. To the extent the proceeds from
the sale of these Securities are insufficient to repay the Sponsor for
Trust organization costs, the Trustee will sell additional Securities to
allow the Trust to fully reimburse the Sponsor. In that event, the net
asset value per Unit of the Trust will be reduced by the amount of
additional Securities sold. Although the dollar amount of the
reimbursement due to the Sponsor will remain fixed and will never exceed
the per Unit amount set forth for the Trust in "Notes to Statement of
Net Assets," this will result in a greater effective cost per Unit to
Unit holders for the reimbursement to the Sponsor. To the extent actual
organization costs are less than the estimated amount, only the actual
organization costs will ultimately be charged to the Trust. When
Securities are sold to reimburse the Sponsor for organization costs, the
Trustee will sell Securities, to the extent practicable, which will
maintain the same proportionate relationship among the Securities
contained in the Trust as existed prior to such sale.
Minimum Purchase.
The minimum amount you can purchase of the Trust is $1,000 worth of
Units ($500 if you are purchasing Units for your Individual Retirement
Account or any other qualified retirement plan).
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 3.95% of the Public Offering Price and the sum of the
maximum remaining deferred sales charge and creation and development fee
(initially $.295 per Unit). This initial sales charge is initially equal
to approximately 1.00% of the Public Offering Price of a Unit, but will
vary from 1.00% depending on the purchase price of your Units and as
deferred sales charge and the creation and development fee payments are
made. When the Public Offering Price per Unit exceeds $10.00, 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 $.0817 per Unit will be deducted from the
Trust's assets on approximately the twentieth day of each month from
October 19, 2007 through December 20, 2007. 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 2.45% of the Public Offering Price.
If you purchase Units after the last deferred sales charge payment has
been assessed, your transactional sales charge will consist of a one-
time initial sales charge of 3.45% of the Public Offering Price
(equivalent to 3.573% of the net amount invested). The transactional
sales charge will be reduced by 1/2 of 1% on each subsequent July 31,
commencing July 31, 2008 to a minimum transactional sales charge of 3.00%.
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.
If you invest at least $50,000 (except if you are purchasing for "Fee
Accounts" as described below) the maximum 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 3.70% 2.90%
$100 but less than $250 3.45% 2.65%
$250 but less than $500 3.10% 2.35%
$500 but less than $1,000 2.95% 2.25%
$1,000 or more 2.45% 1.80%
*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 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 child under 21 years of age to be purchases by
Page 12
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. You must inform your dealer of any combined purchases before
the sale in order to be eligible for the reduced sales charge.
You may use termination proceeds from other unit investment trusts with
a similar strategy as the Trust or redemption or termination proceeds
from any unit investment trust we 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 2.45% of the Public Offering Price), but you will not
be eligible to receive the reduced sales charges described in the above
table. 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 for this reduced
sales charge program, the termination or redemption proceeds used to
purchase Units must be derived from a transaction that occurred within
30 days of your Unit purchase. In addition, this program will only be
available for investors that utilize the same broker/dealer (or a
different broker/dealer with appropriate notification) for both the Unit
purchase and the transaction resulting in the receipt of the termination
or redemption proceeds used for the Unit purchase. 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.
Investors purchasing Units through registered broker/dealers who charge
periodic fees in lieu of commissions or who charge for financial
planning, investment advisory or asset management services or provide
these or comparable services as part of an investment account where a
comprehensive "wrap fee" or similar charge is imposed ("Fee Accounts")
will not be assessed the transactional sales charge described in this
section on the purchase of Units in the primary market. Certain Fee
Accounts Unit holders may be assessed transaction or other account fees
on the purchase and/or redemption of such Units by their broker/dealer
or other processing organizations for providing certain transaction or
account activities. Fee Accounts Units are not available for purchase in
the secondary market. We reserve the right to limit or deny purchases of
Units not subject to the transactional sales charge by investors whose
frequent trading activity we determine to be detrimental to the Trust.
Employees, officers and directors (and immediate family members) of the
Sponsor, our related companies and dealers may purchase Units at the
Public Offering Price less the applicable dealer concession. Immediate
family members include spouses, children, grandchildren, parents,
grandparents, siblings, mothers-in-law, fathers-in-law, sons-in-law,
daughters-in-law, brothers-in-law and sisters-in-law, and trustees,
custodians or fiduciaries for the benefit of such persons.
The Sponsor and certain dealers may establish a schedule where
employees, officers and directors of such dealers can purchase Units of
the Trust at the Public Offering Price less the established schedule
amount, which is designed to compensate such dealers for activities
relating to the sale of Units (the "Employee Dealer Concession").
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 Accounts Units, you will be
credited 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 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
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. 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 will exclude
Saturdays, Sundays and certain national holidays on which the NYSE is
closed.
The aggregate underlying value of the Securities in the Trust will be
determined as follows: if the Securities are listed on a securities
exchange or The Nasdaq Stock Market, their value is generally based on
the closing sale prices (which in the case of certain foreign stock
Page 13
exchanges may be the official closing price) on that exchange or system
(unless it is determined that these prices are not appropriate as a
basis for valuation, as may be the case with certain foreign Securities
listed on a foreign securities exchange). For purposes of valuing
Securities traded on The Nasdaq Stock Market, closing sale price shall
mean the Nasdaq Official Closing Price ("NOCP") as determined by Nasdaq.
However, if there is no closing sale price on that exchange or system,
they are valued based on the closing ask prices. If the Securities are
not so listed, or, if so listed and the principal market for them is
other than on that exchange or system, their value will generally be
based on the current ask prices on the over-the-counter market (unless
it is determined that these prices are not appropriate as a basis for
valuation). If current ask prices are unavailable or, if available but
determined by the Evaluator to not be appropriate, the valuation 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) By any combination of the above.
After the initial offering period is over, the aggregate underlying
value of the Securities will be determined as set forth above, except
that bid prices are used instead of ask prices when necessary.
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
represent a concession or agency commission of 3.15% of the Public
Offering Price per Unit (or 65% of the maximum transactional sales
charge for secondary market sales), subject to the reduced concession
applicable to volume purchases as set forth in "Public Offering-
Discounts for Certain Persons." However, for Units subject to a
transactional sales charge which are purchased using redemption or
termination proceeds, this amount will be reduced to 2.15% of the sales
price of these Units (1.80% 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 during the current
month of units of unit investment trusts sponsored by us and which were
deposited on June 30, 2006 or later:
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 or more 0.125%
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
shares of 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
Page 14
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
Morningstar Publications, Inc. or (3) information from publications such
as Money, The New York Times, U.S. News and World Report, 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 intend to 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. 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)
Page 15
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 noninterest-
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.
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 Depositor of
the Trust;
- - Foreign custodial and transaction fees, 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. Since the Securities are all common stocks and dividend
income is unpredictable, we cannot guarantee that dividends will be
sufficient to meet any or all expenses of the Trust. If there is not
enough cash in the Income or Capital Accounts of the Trust, the Trustee
has the power to sell Securities in the Trust to make cash available to
pay these charges which may result in capital gains or losses to you.
See "Tax Status."
Page 16
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, these summaries generally do
not describe your situation if you are a corporation, a non-U.S. person,
a broker/dealer, or other investor with special circumstances. In
addition, this section does not describe your state, local or foreign
tax consequences.
This federal income tax summary is based in part on the advice and
opinion of counsel to the Sponsor. The Internal Revenue Service ("IRS")
could disagree with any conclusions set forth in this section. In
addition, our counsel was not asked to review, and has not reached a
conclusion with respect to the federal income tax treatment of the
assets to be deposited in the Trust. This may not be sufficient for you
to use for the purpose of avoiding penalties under federal tax law.
As with any investment, you should seek advice based on your individual
circumstances from your own tax advisor.
Assets of the Trust.
The Trust is expected to hold shares of stock in corporations (the
"Stocks") that are treated as equity for federal income tax purposes. It
is possible that the Trust will also hold other assets, including assets
that are treated differently for federal income tax purposes from those
described above, in which case you will have federal income tax
consequences different from or in addition to those described in this
section. All of the assets held by the Trust constitute the "Trust
Assets." Neither our counsel nor we have analyzed the proper federal
income tax treatment of the Trust Assets and thus neither our counsel
nor we have reached a conclusion regarding the federal income tax
treatment of the Trust Assets.
Trust Status.
If the Trust is at all times operated in accordance with the documents
establishing the Trust and certain requirements of federal income tax
law are met, the Trust will not be taxed as a corporation for federal
income tax purposes. As a Unit owner, you will be treated as the owner
of a pro rata portion of each of the Trust Assets, and as such you will
be considered to have received a pro rata share of income (e.g.,
dividends and capital gains, if any) from each Trust Asset when such
income would be considered to be received by you if you directly owned
the Trust Assets. This is true even if you elect to have your
distributions reinvested into additional Units. In addition, the income
from Trust Assets that you must take into account for federal income tax
purposes is not reduced by amounts used to pay sales charges or Trust
expenses.
Your Tax Basis and Income or Loss upon Disposition.
If the Trust disposes of Trust Assets, you will generally recognize gain
or loss. If you dispose of your Units or redeem your Units for cash, you
will also generally recognize gain or loss. To determine the amount of
this gain or loss, you must subtract your tax basis in the related Trust
Assets from your share of the total amount received in the transaction.
You can generally determine your initial tax basis in each Trust Asset
by apportioning the cost of your Units, including sales charges, among
the Trust Assets ratably according to their values on the date you
acquire your Units. In certain circumstances, however, you may have to
adjust your tax basis after you acquire your Units (for example, in the
case of certain dividends that exceed a corporation's accumulated
earnings and profits, as discussed below).
If you are an individual, the maximum marginal federal tax rate for net
capital gain is generally 15% (generally 5% for certain taxpayers in the
10% and 15% tax brackets). These capital gains rates are generally
effective for taxable years beginning before January 1, 2011.
Net capital gain equals net long-term capital gain minus net short-term
capital loss for the taxable year. Capital gain or loss is long-term if
the holding period for the asset is more than one year and is short-term
if the holding period for the asset is one year or less. You must
exclude the date you purchase your Units to determine your holding
period. The tax rates for capital gains realized from assets held for
one year or less are generally the same as for ordinary income. The
Internal Revenue Code, however, treats certain capital gains as ordinary
income in special situations.
Dividends from Stocks.
Certain dividends received with respect to the Stocks may qualify to be
taxed at the same rates that apply to net capital gain (as discussed
above), provided certain holding period requirements are satisfied.
These special rules relating to the taxation of dividends at capital
gains rates generally apply to taxable years beginning before January 1,
2011.
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Dividends Received Deduction.
Generally, a domestic corporation owning Units in the Trust may be
eligible for the dividends received deduction with respect to such Unit
owner's pro rata portion of certain types of dividends received by the
Trust from certain domestic corporations. However, a corporation that
owns Units generally will not be entitled to the dividends received
deduction with respect to dividends from most foreign corporations.
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 30 business days before the Trust's Mandatory
Termination Date. However, this ability to request an In-Kind
Distribution will terminate at any time that the number of outstanding
Units has been reduced to 10% or less of the highest number of Units
issued by the Trust. By electing to receive an In-Kind Distribution, you
will receive Trust Assets plus, possibly, cash. You will not recognize
gain or loss if you only receive whole Trust Assets in exchange for the
identical amount of your pro rata portion of the same Trust Assets held
by the Trust. However, if you also receive cash in exchange for a Trust
Asset or a fractional portion of a Trust Asset, you will generally
recognize gain or loss based on the difference between the amount of
cash you receive and your tax basis in such Trust Asset or fractional
portion.
Limitations on the Deductibility of Trust Expenses.
Generally, for federal income tax purposes, you must take into account
your full pro rata share of the Trust's income, even if some of that
income is used to pay Trust expenses. You may deduct your pro rata share
of each expense paid by the Trust to the same extent as if you directly
paid the expense. You may be required to treat some or all of the
expenses of the Trust as miscellaneous itemized deductions. Individuals
may only deduct certain miscellaneous itemized deductions to the extent
they exceed 2% of adjusted gross income.
Foreign, State and Local Taxes.
Distributions by the Trust that are treated as U.S. source income (e.g.,
dividends received on Stocks of domestic corporations) will generally be
subject to U.S. income taxation and withholding in the case of Units
held by nonresident alien individuals, foreign corporations or other non-
U.S. persons, subject to any applicable treaty. If you are a foreign
investor (i.e., an investor other than a U.S. citizen or resident or a
U.S. corporation, partnership, estate or trust), you may not be subject
to U.S. federal income taxes, including withholding taxes, on some of
the income from the Trust or on any gain from the sale or redemption of
your Units, provided that certain conditions are met. You should consult
your tax advisor with respect to the conditions you must meet in order
to be exempt for U.S. tax purposes. You should also consult your tax
advisor with respect to other U.S. tax withholding and reporting
requirements.
Some distributions by the Trust may be subject to foreign withholding
taxes. Any income withheld will still be treated as income to you. Under
the grantor trust rules, you are considered to have paid directly your
share of any foreign taxes that are paid. Therefore, for U.S. tax
purposes, you may be entitled to a foreign tax credit or deduction for
those foreign taxes.
If any U.S. investor is treated as owning directly or indirectly 10% or
more of the combined voting power of the stock of a foreign corporation,
and all U.S. shareholders of that corporation collectively own more than
50% of the vote or value of the stock of that corporation, the foreign
corporation may be treated as a controlled foreign corporation (a
"CFC"). If you own 10% or more of a CFC (through the Trust and in
combination with your other investments) you will be required to include
certain types of the CFC's income in your taxable income for federal
income tax purposes whether or not such income is distributed to the
Trust or to you.
Based on the advice of Carter Ledyard & Milburn LLP, special counsel to
the Trust for New York tax matters, under the existing income tax laws
of the State and City of New York, assuming that the Trust is not
treated as a corporation for federal income tax purposes, it will not be
taxed as a corporation for New York State and New York City tax
purposes, and the income of the Trust will be treated as the income of
the Unit holders in the same manner as for federal income tax purposes.
You should consult your tax advisor regarding potential foreign, state
or local taxation with respect to your Units.
Retirement Plans
You may purchase Units of the Trust for:
- - Individual Retirement Accounts;
- - Keogh Plans;
- - Pension funds; and
- - Other tax-deferred retirement plans.
Generally, the federal income tax on capital gains and income received
in each of the above plans is deferred until you receive distributions.
These distributions are generally treated as ordinary income but may, in
Page 18
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.
The Trustee will treat as Record Owner of Units persons registered as
such on its books. For purposes of record-keeping, the Trustee will
treat the FTPS Unit Servicing Agent as sole Record Owner of FTPS Units
on its books. The FTPS Unit Servicing Agent will keep a record of all
individual FTPS Unit holders, the actual Record Owners of such Units, on
its books. It is your responsibility to notify the Trustee (or the FTPS
Unit Servicing Agent in the case of FTPS Units) when you become Record
Owner, but normally your broker/dealer provides this notice. You may
elect to hold your Units in either certificated or uncertificated form.
All Fee Accounts Units and FTPS Units, however, will be held in
uncertificated form.
Certificated Units. When you purchase your Units you can request that
they be evidenced by certificates, which will be delivered shortly after
your order. Certificates will be issued in fully registered form,
transferable only on the books of the Trustee in denominations of one
Unit or any multiple thereof. You can transfer or redeem your
certificated Units by endorsing and surrendering the certificate to the
Trustee, along with a written instrument of transfer. You must sign your
name exactly as it appears on the face of the certificate with signature
guaranteed by an eligible institution. In certain cases the Trustee may
require additional documentation before they will transfer or redeem
your Units.
You may be required to pay a nominal fee to the Trustee for each
certificate reissued or transferred, and to pay any government charge
that may be imposed for each transfer or exchange. If a certificate gets
lost, stolen or destroyed, you may be required to furnish indemnity to
the Trustee to receive replacement certificates. You must surrender
mutilated certificates to the Trustee for replacement.
Uncertificated Units. You may also choose to hold your Units in
uncertificated form. If you choose this option, the Trustee (or the FTPS
Unit Servicing Agent in the case of FTPS Units) will establish an
account for you and credit your account with the number of Units you
purchase. Within two business days of the issuance or transfer of Units
held in uncertificated form, the Trustee (or the FTPS Unit Servicing
Agent in the case of FTPS Units) will send you:
- - A written initial transaction statement containing a description of
the Trust;
- - A list of the number of Units issued or transferred;
- - Your name, address and Taxpayer Identification Number ("TIN");
- - A notation of any liens or restrictions of the issuer and any adverse
claims; and
- - The date the transfer was registered.
Uncertificated Units may be transferred the same way as certificated
Units, except that no certificate needs to be presented to the Trustee.
Also, no certificate will be issued when the transfer takes place unless
you request it. You may at any time request that the Trustee issue
certificates for your Units.
Unit Holder Reports.
In connection with each distribution, the Trustee (or the FTPS Unit
Servicing Agent in the case of FTPS Units) will provide you with a
statement detailing the per Unit amount of income (if any) distributed.
After the end of each calendar year, the Trustee (or the FTPS Unit
Servicing Agent in the case of FTPS Units) will provide you with 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.
You may request from the Trustee (or the FTPS Unit Servicing Agent in
the case of FTPS Units) copies of the evaluations of the Securities as
prepared by the Evaluator to enable you to comply with federal and state
tax reporting requirements.
Income and Capital Distributions
You will begin receiving distributions on your 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, are credited to the Capital Account
of the Trust. Dividends received on foreign Securities, if any, are
converted into U.S. dollars at the applicable exchange rate.
The Trustee will distribute money from the Income and Capital Accounts,
as determined at the monthly Record Date, monthly on the last day of
Page 19
each month to Unit holders on the fifteenth day of such month provided
the aggregate amount, exclusive of sale proceeds, available for
distribution in the Income and Capital Accounts equals at least 0.1% of
the net asset value of the Trust. Undistributed money in the Income and
Capital Accounts will be distributed in the next month in which the
aggregate amount available for distribution, exclusive of sale proceeds,
equals or exceeds 0.1% of the net asset value of the Trust. 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 sale proceeds 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
last day of each month to Unit holders of record on the fifteenth day of
such month provided the amount equals at least $1.00 per 100 Units. If
the Trustee does not have your TIN, it is required to withhold a certain
percentage of your distribution and deliver such amount to the IRS. You
may recover this amount by giving your TIN to the Trustee, or when you
file a tax return. However, you should check your statements to make
sure the Trustee has your TIN to avoid this "back-up withholding."
We anticipate that there will be enough money in the Capital Account of
the Trust to pay the deferred sales charge. If not, the Trustee may sell
Securities to meet the shortfall.
Within a reasonable time after the Trust is terminated, you will receive
a 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
your 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 that 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 the Trustee (or the FTPS Unit Servicing Agent
in the case of FTPS Units) at least 10 days before any Record Date. Each
later distribution of income and/or capital on your Units will be
reinvested by the Trustee into additional Units of the Trust. There is
no transactional 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. 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 the
certificates representing the Units you want to redeem to the Trustee at
the address set forth on the back cover of this prospectus. If your
Units are uncertificated, you need only deliver a request for redemption
to the Trustee (or the FTPS Unit Servicing Agent in the case of FTPS
Units). In either case, the certificates or the redemption request must
be properly endorsed with proper instruments of transfer and signature
guarantees as explained in "Rights of Unit Holders-Unit Ownership" (or
by providing satisfactory indemnity if the certificates were lost,
stolen, or destroyed). 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. Units redeemed directly through the Trustee (or the FTPS Unit
Servicing Agent in the case of FTPS Units) are not subject to such
transaction fees. 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 the Trustee (or
the FTPS Unit Servicing Agent in the case of FTPS Units) receives your
certificates or redemption request (if such day is a day the NYSE is
open for trading). However, if your certificates or redemption request
are received after 4:00 p.m. Eastern time (or after any earlier closing
time on a day on which the NYSE is scheduled in advance to close at such
earlier time), the Date of Tender is the next day the NYSE is open for
trading.
Any amounts paid on redemption representing income will be withdrawn
from the Income Account of the Trust if funds are available for that
purpose, or from the Capital Account. All other amounts paid on
redemption will be taken from the Capital Account of the Trust. The IRS
will require the Trustee to withhold a portion of your redemption
proceeds if it does not have your TIN as generally discussed under
"Income and Capital Distributions."
Page 20
If you tender at least 2,500 Units, or such other amount as required by
your broker/dealer, for redemption, 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 in writing to the
Trustee at the time of tender. However, to be eligible to participate in
the In-Kind Distribution option at redemption, Fee Accounts 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 30
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
or broker/dealer account at the Depository Trust Company. 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 the Securities that make up the
portfolio, and cash from the Capital Account equal to the fractional
shares to which you are entitled.
The Trustee may sell Securities to make funds available for redemption.
If Securities are sold, the size and diversification of the Trust will
be reduced. These sales may result in lower prices than if the
Securities were sold at a different time.
Your right to redeem Units (and therefore, your right to receive
payment) may be delayed:
- - If the NYSE is closed (other than customary weekend and holiday
closings);
- - If the SEC determines that trading on the NYSE is restricted or that
an emergency exists making sale or evaluation of the Securities not
reasonably practical; or
- - For any other period permitted by SEC order.
The Trustee is not liable to any person for any loss or damage which may
result from such a suspension or postponement.
The Redemption Price.
The Redemption Price per Unit is determined by the Trustee by:
adding
1. cash in the Income and Capital Accounts of the Trust not designated
to purchase Securities;
2. the aggregate underlying value of the Securities held in the Trust; and
3. dividends receivable on the Securities trading ex-dividend as of the
date of computation; and
deducting
1. any applicable taxes or governmental charges that need to be paid out
of the Trust;
2. any amounts owed to the Trustee for its advances;
3. estimated accrued expenses of the Trust, if any;
4. cash held for distribution to Unit holders of record of the Trust as
of the business day before the evaluation being made;
5. liquidation costs for foreign Securities; 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 the
earlier of six months after the Initial Date of Deposit or the end of
the initial offering period, the Redemption Price per Unit will include
estimated organization costs as set forth under "Fee Table."
Removing Securities from the Trust
The portfolio of the Trust is not managed. However, we may, but are not
required to, direct the Trustee to dispose of a Security in certain
limited circumstances, including situations in which:
- - The issuer of the Security defaults in the payment of a declared
dividend;
- - Any action or proceeding prevents the payment of dividends;
- - There is any legal question or impediment affecting the Security;
- - The issuer of the Security has breached a covenant which would affect
the payment of dividends, the issuer's credit standing, or otherwise
damage the sound investment character of the Security;
- - The issuer has defaulted on the payment of any other of its
outstanding obligations;
- - There has been a public tender offer made for a Security or a merger
or acquisition is announced affecting a Security, and that in our
opinion the sale or tender of the Security is in the best interest of
Unit holders;
- - The sale of Securities is necessary or advisable in order to maintain
the qualification of the Trust as a "regulated investment company" in
the case of a Trust which has elected to qualify as such;
- - The price of the Security has declined to such an extent, or such
other credit factors exist, that in our opinion keeping the Security
would be harmful to the Trust; or
- - As a result of the ownership of the Security, the Trust or its Unit
Page 21
holders would be a direct or indirect shareholder of a passive foreign
investment company.
Except in the limited instances in which the Trust acquires Replacement
Securities, as described in "The FT Series," the Trust may not acquire
any securities or other property other than the Securities. The Trustee,
on behalf of the Trust, will reject any offer for new or exchanged
securities or property in exchange for a Security, such as those
acquired in a merger or other transaction. If such exchanged securities
or property are nevertheless acquired by the Trust, at our instruction
they will either be sold or held in the Trust. In making the
determination as to whether to sell or hold the exchanged securities or
property we may get advice from the Portfolio Supervisor. Any proceeds
received from the sale of Securities, exchanged securities or property
will be credited to the Capital Account 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 Investment Company Act of 1940, as
amended.
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.
Prior to termination, the Trustee will send written notice to registered
account holders which will specify how certificates, if any, should be
tendered to the Trustee. 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.
You will receive a cash distribution from the sale of the remaining
Securities, along with your interest in the Income and Capital Accounts,
within a reasonable time after the Trust is terminated. The Trustee will
deduct from the Trust any accrued costs, expenses, advances or
indemnities provided for by the Indenture, including estimated
compensation of the Trustee and costs of liquidation and any amounts
required as a reserve to pay any taxes or other governmental charges.
Information on the Sponsor, Trustee,
FTPS Unit Servicing Agent and Evaluator
The Sponsor.
We, First Trust Portfolios L.P., specialize in the underwriting, trading
and wholesale distribution of unit investment trusts under the "First
Trust" brand name and other securities. An Illinois limited partnership
formed in 1991, we took over the First Trust product line and act as
Sponsor for successive series of:
Page 22
- - 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 $85
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 the NASD and Securities Investor Protection
Corporation. Our principal offices are at 1001 Warrenville Road, Lisle,
Illinois 60532; telephone number (630) 241-4141. As of December 31,
2006, the total consolidated partners' capital of First Trust Portfolios
L.P. and subsidiaries was $50,884,373 (audited).
This information refers only to us and not to the Trust or to any series
of the Trust or to any other dealer. We are including this information
only to inform you of our financial responsibility and our ability to
carry out our contractual obligations. We will provide more detailed
financial information on request.
Code of Ethics. The Sponsor and the Trust have adopted a code of ethics
requiring the Sponsor's employees who have access to information on
Trust transactions to report personal securities transactions. The
purpose of the code is to avoid potential conflicts of interest and to
prevent fraud, deception or misconduct with respect to the Trust.
The Trustee.
The Trustee is The Bank of New York, a trust company organized under the
laws of New York. The Bank of New York 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 is
subject to supervision and examination by the Superintendent of Banks of
the State of New York and the Board of Governors of the Federal Reserve
System, and its deposits are insured by the Federal Deposit Insurance
Corporation to the extent permitted by law.
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 1001 Warrenville Road, Lisle, Illinois
60532. If you have questions regarding the FTPS Units, you may call the
FTPS Unit Servicing Agent at (866) 514-7768. The FTPS Unit Servicing
Agent has not participated in selecting the Securities; it only provides
administrative services to the FTPS Units. Fund/SERV(R) is a service of
National Securities Clearing Corporation, a subsidiary of The Depository
Trust & Clearing Corporation.
Limitations of Liabilities of Sponsor, FTPS Unit Servicing Agent and
Trustee.
Neither we, the FTPS Unit Servicing Agent nor the Trustee will be liable
for taking any action or for not taking any action in good faith
according to the Indenture. We will also not be accountable for errors
in judgment. We will only be liable for our own willful misfeasance, bad
faith, gross negligence (ordinary negligence in the FTPS Unit Servicing
Agent 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.
Page 23
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 1001 Warrenville Road, Lisle, Illinois 60532.
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, as well as special New York
tax counsel for the Trust.
Experts.
The Trust's statement of net assets, including the schedule of
investments, as of the opening of business on the Initial Date of
Deposit included in this prospectus, 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.
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Page 27
First Trust(R)
Latin America Portfolio, Series 3
FT 1474
Sponsor:
FIRST TRUST PORTFOLIOS L.P.
1001 Warrenville Road
Lisle, Illinois 60532
1-630-241-4141
FTPS Unit Servicing Agent: Trustee:
FTP Services LLC The Bank of New York
1001 Warrenville Road 101 Barclay Street
Lisle, Illinois 60532 New York, New York 10286
1-866-514-7768 1-800-813-3074
24-Hour Pricing Line:
1-800-446-0132
________________________
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-______) 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 1-202-942-8090.
Information about the Trust is available on the EDGAR Database on the
SEC's Internet site at
http://www.sec.gov.
To obtain copies at prescribed rates -
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July __, 2007
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 1474 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 July __, 2007. Capitalized terms
have been defined in the prospectus.
Table of Contents
Risk Factors
Securities 1
Small-Cap Companies 1
Dividends 1
Foreign Issuers 2
Brazil 2
Mexico 3
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.
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.
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.
Page 1
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. Since all of the Securities included in the Trust
consist of securities of foreign issuers, an investment in the Trust
involves certain investment risks that are different in some respects
from an investment in a trust which invests entirely in the securities
of domestic issuers. These investment risks include future political or
governmental restrictions which might adversely affect the payment or
receipt of payment of dividends on the relevant Securities, the
possibility that the financial condition of the issuers of the
Securities 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, 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 U.S. 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.
Brazil. An investment in Units of the Trust should be made with an
understanding of the characteristics of the problems and risks such an
investment may entail. The Trust is concentrated in companies
headquartered in Brazil. A portfolio concentrated in a single country or
geographic region may present more risks than a portfolio broadly
diversified over several regions.
Despite adverse and ongoing political developments and allegations of
corruption in political processes, the outlook for Brazil is a stable
one that anticipates the continuation of the solid fundamentals in
fiscal and external accounts that the country has achieved over the last
several years. The outlook, however, assumes continued commitment to
prudent macroeconomic policy by the current and future governments and
an appropriate and adequate policy response to internal or external
shocks. Should policy commitment falter as a result of the investigation
into political corruption, the outlook could be negatively affected.
Page 2
Changes in government policy could significantly affect the markets in
Brazil and could have a material adverse affect on the Securities.
Brazil's fiscal and external economic performance has strengthened over
the past three years. More solid fundamentals should better enable
Brazil to withstand both adverse shocks and less-supportive global
liquidity conditions. The combination of still-high fiscal and external
debt burdens and dependence upon capital markets for financing, however,
demands ongoing prudent policy efforts to maintain creditworthiness in
the face of shocks.
Brazil's political situation remains fluid, and the implications for the
2006 electoral dynamics are far from certain. The evolution and outcome
of investigations into corruption allegations in Brazil are generally
unpredictable. The political crisis has not affected the conduct of
macroeconomic policy to date, and, although not expected, such a risk
cannot be completely discarded.
Mexico. Mexico's government is presidential, bicameral and federal (31
states). The president is elected every six years. Mexico was governed
by the Institutional Revolution Party (PRI) between 1929 and 2000. Once
strongly nationalist and interventionist, the leaders of PRI governments
in the 1990s embraced free-market policies and economic liberalization.
The victory in July 2000 of the presidential candidate of the center-
right National Action Party, Vicente Fox, was a milestone in the
transition to democratic pluralism but under the Fox administration
political effectiveness was hindered by a divided legislature and
political reforms were slow to progress.
On July 2, 2006, Felipe Calderon, also of the National Action Party, won
the presidential by a narrow margin over his opponent, Manuel Lopez
Obrador of the Democratic Revolution Party. Mr. Obrador demanded a
recount, and after several weeks, the election results were upheld by
Mexico's Federal Electoral Tribunal. Felipe Calderon took office on
December 1, 2006 accompanied by protests throughout Mexico City.
Mexico's sharply divided politics could present challenges to growing a
consensus on fiscal policies and increasing economic stability.
The strengthening of the economic policy environment in Mexico has
reduced external indebtedness and engendered macroeconomic stability;
however, constraints on growth remain including dependence on the U.S.
export market, high-cost labor and energy inputs, dependence of the
public finances on oil revenue, and a shortage of credit. Labor reforms
would increase labor market flexibility and reduce high non-wage costs,
tax reforms would help reduce the burden of tax collection currently
placed on large companies, and allow for higher public spending on human
capital, and energy reforms would allow for the rise in private
participation needed to maintain a secure electricity supply and reduce
costs. The administration under former President Fox was not able to
achieve political consensus on these reforms, and President Calderon
faces similar difficulties.
The increased macroeconomic stability in recent years has helped to
slightly improve standards of living, but it has not increased economic
dynamism. Economic growth has been slow in recent years despite strong
international conditions. Mexico suffered from poor farm output as well
as increased competition with Asian countries in several labor-intensive
industries. Despite these challenges, GDP growth is expected to have
exceeded 4% in 2006, with private investment growth results being
stronger than consumption. Also, employment in the industrial sector is
expected to have increased at a rate of 5%, similar to the growth rate
of 2005.
Mexico's long-term growth prospects appear modest. Mexico has
experienced recent years of strong oil revenue, which resulted in
increased investment in infrastructure. Mexico also benefits from the
tight integration with the United States in goods, services, capital,
and labor. Additionally, Mexico's non-oil exports are increasing,
decreasing Mexico's reliance on oil. Despite these factors, investment
levels in Mexico are predicted to remain modest until Mexico liberalizes
its policies in the telecommunications sector and labor market and until
Mexico is able to reform its legal and judicial systems.
Page 3
MEMORANDUM
Re: FT 1474
The only difference of consequence (except as described
below) between FT 1435, which is the current fund, and FT 1474,
the filing of which this memorandum accompanies, is the change in
the series number. The list of securities comprising the Fund,
the evaluation, record and distribution dates and other changes
pertaining specifically to the new series, such as size and
number of Units in the Fund and the statement of condition of the
new Fund, will be filed by amendment.
1940 ACT
FORMS N-8A AND N-8B-2
These forms were not filed, as the Form N-8A and Form N-8B-2
filed in respect of Templeton Growth and Treasury Trust, Series 1
and subsequent series (File No. 811-05903) related also to the
subsequent series of the Fund.
1933 ACT
PROSPECTUS
The only significant changes in the Prospectus from the FT
1435 Prospectus relate to the series number and size and the date
and various items of information which will be derived from and
apply specifically to the securities deposited in the Fund.
CONTENTS OF REGISTRATION STATEMENT
ITEM A Bonding Arrangements of Depositor:
First Trust Portfolios, L.P. is covered by a Broker's
Fidelity Bond, in the total amount of $2,000,000, the
insurer being National Union Fire Insurance Company of
Pittsburgh.
ITEM B This Registration Statement on Form S-6 comprises the
following papers and documents:
The facing sheet
The Prospectus
The signatures
Exhibits
S-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant, FT 1474 has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Village of Lisle and State of
Illinois on June 26, 2007.
FT 1474
(Registrant)
By: FIRST TRUST PORTFOLIOS, L.P.
(Depositor)
By: Jason T. Henry
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
Judith M. Van Kampen Director )
of The Charger )
Corporation, the ) June 26, 2007
General Partner of )
First Trust )
Portfolios, L.P. )
Karla M. Van Kampen-Pierre Director )
of The Charger )
Corporation, the ) Jason T. Henry
General Partner of ) Attorney-in-Fact**
First Trust )
Portfolios, L.P. )
David G. Wisen Director )
of The Charger )
Corporation, the )
General Partner of )
First Trust )
Portfolios, L.P. )
* The title of the person named herein represents his
or her capacity in and relationship to First Trust
Portfolios, L.P., Depositor.
** An executed copy of the related power of attorney
was filed with the Securities and Exchange Commission in
connection with the Amendment No. 1 to Form S-6 of FT 597
(File No. 333-76518) and the same is hereby incorporated
herein by this reference.
S-3
CONSENTS OF COUNSEL
The consents of counsel to the use of their names in the
Prospectus included in this Registration Statement will be
contained in their respective opinions to be filed as Exhibits
3.1, 3.2 and 3.3 of the Registration Statement.
CONSENT OF DELOITTE & TOUCHE LLP
The consent of Deloitte & Touche LLP to the use of its name
and to the reference to such firm in the Prospectus included in
this Registration Statement will be filed by amendment.
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 is
filed as Exhibit 4.1 to the Registration Statement.
S-4
EXHIBIT INDEX
1.1 Form of Standard Terms and Conditions of Trust for FT 785
among First Trust Portfolios, L.P., as Depositor, The
Bank of New York, as Trustee and First Trust Advisors
L.P., as Evaluator and Portfolio Supervisor.
(Incorporated by reference to Amendment No. 1 to Form S-6
[File No. 333-110799] filed on behalf of FT 785)
1.1.1* Form of Trust Agreement for FT 1474 among First Trust
Portfolios, L.P., as Depositor, The Bank of New York, as
Trustee and First Trust Advisors L.P., as Evaluator and
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. 1 to Form S-6
[File No. 33-42683] filed on behalf of The First Trust
Special Situations Trust, Series 18).
2.1 Copy of Certificate of Ownership (included in Exhibit 1.1
filed herewith on page 2 and incorporated herein by reference).
2.2 Copy of Code of Ethics (incorporated by reference to
Amendment No. 1 to form S-6 [File No. 333-31176] filed on behalf
of FT 415).
3.1* Opinion of counsel as to legality of Securities being
registered.
S-5
3.2* Opinion of counsel as to Federal income tax status of
Securities being registered.
3.3* Opinion of counsel as to New York income tax status of
Securities being registered.
4.1* Consent of First Trust Advisors L.P.
6.1 List of Directors and Officers of Depositor and other
related information (incorporated by reference to
Amendment No. 1 to Form S-6 [File No. 33-42683] filed on
behalf of The First Trust Special Situations Trust,
Series 18).
7.1 Power of Attorney executed by the Directors listed on
page S-3 of this Registration Statement (incorporated by
reference to Amendment No. 1 to Form S-6 [File No.
333-76518] filed on behalf of FT 597).
___________________________________
* To be filed by amendment.
S-6