As filed with the Securities and Exchange Commission on September 25, 2013

                                                    1933 Act File No. 333-188046
                                                     1940 Act File No. 811-03763


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                AMENDMENT NO. 2
                                       TO
                                    FORM S-6

For Registration under the Securities Act of 1933 of Securities of Unit
Investment Trusts Registered on Form N-8B-2

      A.    Exact name of Trust: GUGGENHEIM DEFINED PORTFOLIOS, SERIES 1040

      B.    Name of Depositor: GUGGENHEIM FUNDS DISTRIBUTORS, LLC

      C.    Complete address of Depositor's principal executive offices:

                                  2455 Corporate West Drive
                                  Lisle, Illinois  60532

      D.    Name and complete address of agents for service:

         GUGGENHEIM FUNDS DISTRIBUTORS, LLC
         Attention:  Amy Lee, Esq.
         Vice President and Secretary
         2455 Corporate West Drive
         Lisle, Illinois  60532

         CHAPMAN AND CUTLER LLP
         Attention: Eric F. Fess, Esq.
         111 West Monroe Street
         Chicago, Illinois  60603

It is proposed that this filing will become effective (check appropriate box)


/ /         immediately upon filing pursuant to paragraph (b)

/ /         on (date) pursuant to paragraph (b)

/ /         60 days after filing pursuant to paragraph (a)(1)

/ /         on (date) pursuant to paragraph (a)(1) of rule 485


      E.    Title of securities being registered: Units of fractional undivided
            beneficial interest.

      F.    Approximate date of proposed sale to the public: As soon as
            practicable after the effective date of the Registration Statement.

/ /         Check box if it is proposed that this filing will become effective
            on (date) at (time) Eastern Time pursuant to Rule 487.


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.


     Preliminary Prospectus Dated September 25, 2013, Subject to Completion

                   Guggenheim Defined Portfolios, Series 1040

                Zacks Indicator Defined Outcome Trust, Series 1

                                GUGGENHEIM LOGO

                      PROSPECTUS PART A DATED ______, 2013

                       A portfolio of securities selected

       by Guggenheim Funds Distributors, LLC with the assistance of Zacks
                             Investment Management

           The Securities and Exchange Commission has not approved or
disapproved of these securities or passed upon the adequacy or accuracy of this
     prospectus. Any representation to the contrary is a criminal offense.

================================================================================
INVESTMENT SUMMARY

     Use this Investment Summary to help you decide whether an investment in
this trust is right for you. More detailed information can be found later in
this prospectus.

                                    Overview

     Guggenheim Defined Portfolios, Series 1040 is a unit investment trust that
consists of the Zacks Indicator Defined Outcome Trust, Series 1 (the "trust").
Guggenheim Funds Distributors, LLC ("Guggenheim Funds" or the "sponsor") serves
as the sponsor of the trust.

     The trust is scheduled to terminate at the earlier of (i) approximately 12
months; or (ii) when the per unit net asset value reaching or exceeding 15%
above the initial net asset value as calculated on the date of deposit, net of
the 2.95% upfront sales charge and other related investment expenses.

                              Investment Objective

     The trust seeks to maximize total return through capital appreciation.

                         Principal Investment Strategy

     The trust utilizes a quantitative selection process developed by Zacks
Investment Management ("ZIM") to determine the constituents of a final
portfolio. This trust uses the Defined Outcome Trust methodology. The trust has
a predetermined performance threshold in which the trust will terminate upon
reaching a 15% net gain. The trust will invest in common stocks, which may
include the common stocks of U.S. and foreign companies that have small-, mid-
and large-capitalizations.

     See "Investment Policies" in Part B of the prospectus for additional
information.

                       Defined Outcome Trust Methodology

     The Defined Outcome Trust methodology provides an inherent investment
discipline by having a built-in trigger based on performance. This trust has a
predetermined performance trigger that would automatically liquidate the trust's
holdings if the per unit net asset value reaches or exceeds 15% above its
initial net asset value as calculated on the date of deposit, net of the 2.95%
upfront sales charge and other related investment expenses. The day on which the
performance trigger is implemented shall be referred to as the "Performance
Trigger Day." The net proceeds from the liquidation may be more or less than the
amount calculated on the Performance Trigger Day due to market conditions and
because the trustee may be unable to liquidate the trust's holdings at the same
price used to calculate the net asset value on the Performance Trigger Day.
Consequently, the net proceeds received by a unitholder may be greater or less
than 15% above the trust's initial net asset value as calculated on the date of
deposit, net of the 2.95% upfront sales charge and other related investment
expenses. The liquidation proceeds will then be returned to all unitholders on
the settlement date.

     This type of trust facilitates making strategies investible within an unit
investment trust that are shorter term in opportunity. If the predetermined
performance trigger is not met within approximately 12 months, the trust will
terminate at that time by liquidating its holdings and returning the
liquidation proceeds to the unitholders net of applicable expenses.

                               Security Selection

     In constructing the trust's portfolio, the securities were selected based
on the following steps:

     1.   Begin by identifying an initial universe of all securities that trade
          on at least one public North American securities exchange as of the
          security selection date.

     2.   Eliminate all master limited partnerships and closed-end funds.

     3.   Eliminate securities with a market capitalization of less than
          $300,000,000.

     4.   Eliminate the securities not designated as a "Strong Buy" by the Zacks
          Indicator Model. A "Strong Buy" is any security with a score of 5 or
          less.

     5.   Rank the remaining securities in descending order of their "Last EPS
          Surprise %" as reported by Zacks Investment Research; where "Last EPS
          Surprise %" is the difference (as a percentage) between the actual
          earnings per share ("EPS") reported for the last quarter and the
          consensus estimate for the last quarter.

     6.   Select the 25 securities with the largest "Last EPS Surprise %" and
          equal weight them as of the security selection date.

                   Final Trust Portfolio Construction Screen

     A final liquidity check is performed by removing any security eligible for
inclusion in the trust portfolio with liquidity of less than the estimated
total dollar value of the security as of the security selection date and
replacing it with the next highest ranked security.

     In the event that a security that has a pending merger and acquisition or
bankruptcy that will lead to its delisting, that security will be removed and
the next security in the list will be selected for inclusion in the portfolio.
Such events will be determined by reviewing the announced merger and acquisition
and bankruptcy data from Bloomberg. If any of the events are to take place
before the security selection date, or there is an announcement of a merger and
acquisition or bankruptcy, the subject security shall be removed from the
portfolio.

                             Zacks Indicator Model

     The Zacks Indicator Model attempts to capitalize on stock price movements
resulting from EPS estimate revisions and earnings surprises. The Zacks
Indicator Model assigns a composite score to each stock on a scale of 1 to 99,
with 1 being the most attractive and 99 being the least. This ranking system is
intended to identify stocks whose returns are expected to be higher than the
equally weighted selection universe over the next 1-6 months. The composite
scores are created by analyzing:

     1.   The extent to which analysts have been revising estimates in the same
          direction over the past 60 days,

     2.   The size of recent changes in the consensus estimate for the current
          and next fiscal years,

     3.   The extent to which the most recent estimates differ from the
          consensus, and

     4.   The extent to which the last reported quarterly EPS deviated from the
          analysts' mean estimate of that quarter's EPS.

                          Zacks Investment Management

     Zacks Investment Management, founded in 1992 as a wholly owned subsidiary
of Zacks Investment Research, is one of the largest providers of independent
research in the U.S. ZIM has over $2.5 billion in assets under management for
retail and institutional clients in separately managed accounts that employ
proprietary quantitative models and three mutual funds, which it markets through
its wholesale division. ZIM manages equity and fixed income portfolios for
clients using a unique combination of Zacks independent research and Zacks
proprietary quantitative models. The trust will pay a portfolio consulting fee
to ZIM for its assistance in the selection of the trust portfolio.

--------------------------------------------------------------------------------
             Essential Information
            (as of the Inception Date)

Inception Date                  September 25, 2013

Unit Price                                  $10.00

Termination Date                   October 1, 2014

Distribution Date           25th day of each month
             (commencing October 25, 2013, if any)

Record Date                 15th day of each month
             (commencing October 15, 2013, if any)

CUSIP Numbers

Cash Distributions
Standard Accounts                        40168F100
Fee Account Cash                         40168F126

Reinvested Distributions
Standard Accounts                        40168F118
Fee Account Reinvest                     40168F134

Ticker                                      CZDOAX

          Portfolio Diversification

                                       Approximate
Sector                        Portfolio Percentage
----------------              --------------------
Consumer Discretionary                       15.88%
Consumer Staples                              3.79
Energy                                        4.03
Financials                                   16.01
Health Care                                   3.99
Industrials                                  11.98
Information Technology                       36.20
Materials                                     8.12
                                            ------
Total                                       100.00%
                                            ======

                                       Approximate
Country                       Portfolio Percentage
----------------              --------------------
Brazil                                        4.08%
Canada                                        3.97
Cayman Islands                               16.02
United States                                72.14
Virgin Islands                                3.79
                                            ------
Total                                       100.00%
                                            ======

                                       Approximate
                                         Portfolio
Market Capitalization                   Percentage
----------------              --------------------
Mid-Capitalization                           47.80%
Large-Capitalization                         52.20
                                            ------
Total                                       100.00%
                                            ======
Minimum Investment

All accounts                                1 unit
--------------------------------------------------------------------------------

                                Principal Risks

     As with all investments, you may lose some or all of your investment in
the trust. No assurance can be given that the trust's investment objective will
be achieved. The trust also might not perform as well as you expect. This can
happen for reasons such as these:

     o    Securities prices can be volatile. The value of your investment may
          fall over time. Market value fluctuates in response to various
          factors. These can include stock market movements, purchases or sales
          of securities by the trust, government policies, litigation, and
          changes in interest rates, inflation, the financial condition of the
          securities' issuer or even perceptions of the issuer. 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.

          Furthermore, the net proceeds from the liquidation may be more or less
          than the amount calculated on the Performance Trigger Day due to
          market conditions and because the trustee may be unable to liquidate
          the trust's holdings at the same price used to calculate the net asset
          value on the Performance Trigger Day.

     o    Due to the current state of the economy, the value of the securities
          held by the trust may be subject to steep declines or increased
          volatility due to changes in performance or perception of the issuers.
          Starting in December 2007, economic activity declined across all
          sectors of the economy, and the United States experienced increased
          unemployment. The economic crisis affected the global economy with
          European and Asian markets also suffering historic losses. In
          addition, Standard & Poor's Rating Services lowered its long-term
          sovereign credit rating on the United States to "AA+" from "AAA."
          Effects of the economic crisis can still be felt by many countries
          around the world and may have an impact on the securities held by the
          trust.

     o    Share prices or dividend rates on the securities in the trust may
          decline during the life of the trust. There is no guarantee that share
          prices of the securities in the trust will not decline and that the
          issuers of the securities will declare dividends in the future and, if
          declared, whether they will remain at current levels or increase over
          time.

     o    The trust includes securities issued by companies in the information
          technology sector. The trust is concentrated in the information
          technology sector. As a result, the factors that impact the
          information technology sector will likely have a greater effect on
          this trust than on a more broadly diversified trust. Some of the risks
          associated with the information technology sector are listed below.
          The trust is diversified across the information technology sector and
          includes stocks of companies from the following industries:
          communications equipment, computers and peripherals, electronic
          equipment and instruments, internet software and services, IT
          services, office electronics, semiconductors and semiconductor
          equipment and software. Adverse developments in the sector may affect
          the value of your investment. Companies involved in this sector must
          contend with rapid changes in technology, intense competition,
          government regulation and the rapid obsolescence of products and
          services. Furthermore, sector predictions may not materialize and the
          companies selected for the trust may not represent the entire sector
          and may not participate in the overall sector growth.

     o    The trust invests in securities issued by mid-capitalization
          companies. These securities customarily involve more investment risk
          than securities of large-capitalization companies. Mid-
          capitalization companies may have limited product lines, markets or
          financial resources and may be more vulnerable to adverse general
          market or economic developments.

     o    The trust invests in American Depositary Receipts ("ADR") and
          U.S.-listed foreign securities. The trust's investment in ADRs and
          U.S.-listed foreign securities presents additional risk. ADRs are
          issued by a bank or trust company to evidence ownership of underlying
          securities issued by foreign corporations. Securities of foreign
          issuers present risks beyond those of domestic securities. More
          specifically, foreign risk is the risk that foreign securities will be
          more volatile than U.S. securities due to such factors as adverse
          economic, currency, political, social or regulatory developments in a
          country, including government seizure of assets, excessive taxation,
          limitations on the use or transfer of assets, the lack of liquidity or
          regulatory controls with respect to certain industries or differing
          legal and/or accounting standards.

     o    Inflation may lead to a decrease in the value of assets or income from
          investments.

     o    The application of the predetermined trigger may result in the trust
          terminating at a price below what may have been possible if the
          trigger was not in place. In addition, investors may be subject to
          adverse tax consequences and possibly short-term capital gains rates
          as a result of the application of the trigger.

     o    The sponsor does not actively manage the portfolio. The trust will
          generally hold, and may, when creating additional units, continue to
          buy, the same securities even though a security's outlook, market
          value or yield may have changed.

     See "Investment Risks" in Part A of the prospectus and "Risk Factors" in
Part B of the prospectus for additional information.

                               Who Should Invest

     You should consider this investment if:

     o    The trust represents only a portion of your overall investment
          portfolio;

     o    The trust is part of a longer-term investment strategy that may
          include investment in subsequent portfolios, if available; and

     o    The trust is combined with other investment vehicles to provide
          diversification of method to your overall portfolio.

     You should not consider this investment if:

     o    You are uncomfortable with the trust's investment strategy;

     o    You are uncomfortable with the risks of an unmanaged investment in
          securities; or

     o    You are seeking capital preservation as a primary investment
          objective.

                               Fees and Expenses

     The amounts below are estimates of the direct and indirect expenses that
you may incur based on a $10 unit price. Actual expenses may vary.

                                 Percentage
                                  of Public   Amount Per
                                  Offering       $1,000
Investor Fees                     Price (3)     Invested
-----------------------------   -----------   ----------
Maximum sales fees (1)             2.95%        $29.50
                                ===========   ==========
Estimated organization costs (2)
  (amount per 100 units paid
  by the trust at the end of the
  initial offering period or
  after six months, at the
  discretion of the sponsor)       $8.00
                                ===========

                                Approximate
Annual Fund                     % of Public
Operating                         Offering    Amount Per
Expenses                          Price (3)    100 Units
-----------------------------   -----------   ----------
Trustee's fee                     0.1050%       $1.050
Sponsor's supervisory fee         0.0300         0.300
Evaluator's fee                   0.0350         0.350
Bookkeeping and
  administrative fee              0.0350         0.350
Estimated other trust
  operating expenses (4)          0.0822         0.822
                                -----------   ----------
 Total                            0.2872%       $2.872
                                ===========   ==========

(1)  The maximum sales fee consists entirely of an initial sales fee deducted at
     the time of purchase.

(2)  Organization costs include the portfolio consulting fee paid to ZIM for its
     assistance with the trust's portfolio.

(3)  Based on 100 units with a $10.00 per unit Public Offering Price as of the
     Inception Date.

(4)  The estimated trust operating expenses are based upon an estimated trust
     size of approximately $30 million. Because certain of the operating
     expenses are fixed amounts, if the trust does not reach such estimated size
     or falls below the estimated size over its life, the actual amount of the
     operating expenses may exceed the amounts reflected. In some cases, the
     actual amount of the operating expenses may greatly exceed the amounts
     reflected. Other operating expenses include a licensing fee paid by the
     trust to Zacks Investment Research, Inc. for the use of intellectual
     property owned by Zacks Investment Research, Inc., but do not include
     brokerage costs and other transactional fees.

                                    Example

     This example helps you compare the costs of this trust with other unit
trusts and mutual funds. In the example we assume that you reinvest your
investment in a new trust every year at a reduced sales charge, the trust's
operating expenses do not change and the trust's annual return is 5%. Your
actual returns and expenses will vary. Based on these assumptions, you would
pay these expenses for every $10,000 you invest:

1 year   $     407
3 years      1,031
5 years      1,677
10 years     3,397

     These amounts are the same regardless of whether you sell your investment
at the end of a period or continue to hold your investment. The example does
not consider any brokerage fees or transaction fees that broker-dealers may
charge for processing redemption requests.

     See "Expenses of the Trust" in Part B of the prospectus for additional
information.




                                                  Trust Portfolio

Guggenheim Defined Portfolios, Series 1040
Zacks Indicator Defined Outcome Trust, Series 1
The Trust Portfolio as of the Inception Date, September 25, 2013
----------------------------------------------------------------------------------------------------
                                                Percentage
                                                of Aggregate      Initial  Per Share    Cost To
  Ticker Company Name (1)                       Offer Price       Shares     Price  Portfolio (2)(3)
----------------------------------------------------------------------------------------------------
                                                                      
         COMMON STOCKS (100.00%)
         Consumer Discretionary (15.88%)
  FSYS     Fuel Systems Solutions, Inc. ^           3.97%          304    $ 19.6900  $      5,986
  LMCA     Liberty Media Corporation ^              3.95            41     145.0100         5,945
  MOD      Modine Manufacturing Company ^           4.00           429      14.0500         6,027
  SKX      Skechers U.S.A., Inc. ^                  3.96           205      29.0800         5,961
         Consumer Staples (3.79%)
  ANFI     Amira Nature Foods Ltd ^ **              3.79           434      13.1600         5,711
         Energy (4.03%)
  MTDR     Matador Resources Company ^              4.03           358      16.9400         6,065
         Financials (16.01%)
  EJ       E-House China Holdings Ltd *             3.99           666       9.0300         6,014
  EMCI     EMC Insurance Group, Inc.                4.05           203      30.0700         6,104
  EIG      Employers Holdings, Inc.                 3.96           203      29.3900         5,966
  UFCS     United Fire Group, Inc.                  4.01           195      30.9700         6,039
         Health Care (3.99%)
  AFFX     Affymetrix, Inc. ^                       3.99         1,010       5.9400         5,999
         Industrials (11.98%)
  WIRE     Encore Wire Corporation                  3.95           149      39.8800         5,942
  HA       Hawaiian Holdings, Inc. ^                3.96           792       7.5300         5,964
  HY       Hyster-Yale Materials Handling, Inc.     4.07            64      95.7700         6,129
         Information Technology (36.20%)
  ARRS     ARRIS Group, Inc. ^                      4.05           362      16.8600         6,103
  HLIT     Harmonic, Inc. ^                         4.08           787       7.8100         6,146
  ISIL     Intersil Corporation                     4.02           547      11.0800         6,061
  MENT     Mentor Graphics Corporation              4.01           265      22.8200         6,047
  FENG     Phoenix New Media Ltd * ^                4.07           505      12.1500         6,136
  QIHU     Qihoo 360 Technology Company Ltd * ^     4.05            70      87.2200         6,105
  SMI      Semiconductor Manufacturing
             International Corporation * ^          3.91         1,671       3.5200         5,882
  SMT      Smart Technologies, Inc. ^ **            3.97         2,214       2.7000         5,978
  SPWR     SunPower Corporation ^                   4.04           252      24.1200         6,078





                                          Trust Portfolio (continued)

Guggenheim Defined Portfolios, Series 1040
Zacks Indicator Defined Outcome Trust, Series 1
The Trust Portfolio as of the Inception Date, September 25, 2013
----------------------------------------------------------------------------------------------------
                                                Percentage
                                                of Aggregate      Initial  Per Share    Cost To
  Ticker Company Name (1)                       Offer Price       Shares     Price  Portfolio (2)(3)
----------------------------------------------------------------------------------------------------
                                                                      
         COMMON STOCKS (continued)
         Materials (8.12%)
  SID      Cia Siderurgica Nacional SA *            4.08%         1,418   $  4.3300      $  6,140
  TXI      Texas Industries, Inc. ^                 4.04             93     65.4500         6,087
                                                                                        ---------
                                                                                         $150,615
                                                                                        =========


(1)  All securities are represented entirely by contracts to purchase
     securities, which were entered into by the sponsor on September 24, 2013.
     All contracts for securities are expected to be settled by the initial
     settlement date for the purchase of units.

(2)  Valuation of securities by the trustee was performed as of the Evaluation
     Time on September 24, 2013. For securities quoted on a national exchange,
     including the Nasdaq Stock Market, Inc., securities are generally valued at
     the closing sales price using the market value per share. For foreign
     securities traded on a foreign exchange, securities are generally valued at
     the closing sale prices on the applicable exchange converted into U.S.
     dollars. The trust's investments are classified as Level 1, which refers to
     security prices determined using quoted prices in active markets for
     identical securities.

(3)  There was a $331 loss to the sponsor on the Inception Date.

*    American Depositary Receipt ("ADR").

**   U.S.-listed foreign security.

^    Non-income producing security.

================================================================================
UNDERSTANDING YOUR INVESTMENT

                                How to Buy Units

     You can buy units of your trust on any business day by contacting your
financial professional. Public offering prices of units are available daily on
the Internet at www.guggenheiminvestments.com. The unit price includes:

     o    the value of the securities,

     o    organization costs,

     o    the maximum sales fee, and

     o    cash and other net assets in the portfolio.

     We often refer to the purchase price of units as the "offer price" or the
"Public Offering Price." We must receive your order to buy units prior to the
close of the New York Stock Exchange (normally 4:00 p.m. Eastern time) to give
you the price for that day. If we receive your order after this time, you will
receive the price computed on the next business day.

     Value of the Securities. The sponsor serves as the evaluator of the trust
(the "evaluator"). We cause the trustee to determine the value of the
securities as of the close of the New York Stock Exchange on each day that the
exchange is open (the "Evaluation Time").

     Pricing the Securities. The value of securities is generally determined by
using the last sale price for securities traded on a national or foreign
securities exchange or the Nasdaq Stock Market. In some cases we will price a
security based on the last asked or bid price in the over-the-counter market or
by using other recognized pricing methods. We will only do this if a security is
not principally traded on a national or foreign securities exchange or the
Nasdaq Stock Market, or if the market quotes are unavailable or inappropriate.

     The trustee determined the initial prices of the securities shown in
"Trust Portfolio" for your trust in this prospectus. Such prices were
determined as described above at the close of the New York Stock Exchange on
the business day before the date of this prospectus. On the first day we sell
units we will compute the unit price as of the close of the New York Stock
Exchange or the time the registration statement filed with the Securities and
Exchange Commission becomes effective, if later.

     Organization Costs. During the initial offering period, part of your
purchase price includes a per unit amount sufficient to reimburse us for some
or all of the costs of creating your trust. These costs include the costs of
preparing the registration statement and legal documents, legal fees, federal
and state registration fees, the portfolio consulting fee, and the initial fees
and expenses of the trustee. Your trust will sell securities to reimburse us
for these costs at the end of the initial offering period or after six months,
at the discretion of the sponsor. Organization costs will not exceed the
estimate set forth under "Fees and Expenses."

     Transactional Sales Fee. You pay a sales fee when you buy units. We refer
to this fee as the "transactional sales fee." The maximum transactional sales
fee equals 2.95% of the Public Offering Price per unit. This percentage amount
of the transactional sales fee is based on the unit price on the Inception Date.
After the end of the initial offering period, the maximum sales fee for
secondary market transactions will be a maximum of 2.95% of the Public Offering
Price per unit at the time of purchase.

     Reducing Your Sales Fee. We offer a variety of ways for you to reduce the
maximum sales fee you pay. It is your financial professional's responsibility
to alert us of any discount when you order units.

     Large Purchases. You can reduce your maximum sales fee by increasing the
size of your investment.

     Investors who make large purchases are entitled to the following sales
charge reductions:

                      Sales Charge
                    Reductions (as a
                    % of the Public
Purchase Amount     Offering Price)
------------------------------------
Less than $50,000          0.00%
$50,000 - $99,999          0.25
$100,000 - $249,999        0.50
$250,000 - $499,999        0.75
$500,000 - $999,999        1.00
$1,000,000 or more         1.50

     Aggregate unit purchases of any Guggenheim Funds trust by the same person
on any single day from any one broker-dealer qualify for a purchase level. You
can include these purchases as your own for purposes of this aggregation:

     o    purchases by your spouse or children under the age of 21 living in the
          same household, and

     o    purchases by your trust estate or fiduciary accounts.

     The discounts described above apply only during the initial offering
period.

     There can be no assurance that the sponsor will create future trusts with
investment strategies similar to your trust or that may fit within your
investment parameters.

     Advisory and Fee Accounts. We eliminate your transactional sales fee for
purchases made through registered investment advisers, certified financial
planners or registered broker-dealers who charge periodic fees in lieu of
commissions or who charge for financial planning or for investment advisory or
asset management services or provide these services as part of an investment
account where a comprehensive "wrap fee" is imposed (a "Fee Account").

     This discount applies during the initial offering period and in the
secondary market. Your financial professional may purchase units with the Fee
Account CUSIP numbers to facilitate purchases under this discount, however, we
do not require that you buy units with these CUSIP numbers to qualify for the
discount. If you purchase units with these special CUSIP numbers, you should be
aware that you may have the distributions automatically reinvest into
additional units of your trust or receive cash distributions. We reserve the
right to limit or deny purchases of units not subject to the transactional
sales fee by investors whose frequent trading activity we determine to be
detrimental to your trust.

     Exchange or Rollover Option. If you are buying units of the trust in the
primary market with redemption or termination proceeds from any unit trust, you
may purchase units at 99% of the maximum Public Offering Price, which may
include an up-front sales fee. To qualify for this sales charge reduction, the
termination or redemption proceeds being used to purchase units of the trust
must be no more than 30 days old. Such purchases entitled to this sales charge
reduction may be classified as "Rollover Purchases." An exchange or rollover is
generally treated as a sale for federal income tax purposes. See "Taxes" in Part
B of the prospectus.

     Employees. We do not charge the portion of the transactional sales fee
that we would normally pay to your financial professional for purchases made by
officers, directors and employees and their family members (spouses, children
under the age of 21 living in the same household and parents) of Guggenheim
Funds and its affiliates, or by employees of selling firms and their family
members (spouses, children under the age of 21 living in the same household and
parents). You pay only the portion of the fee that the sponsor retains. This
discount applies during the initial offering period and in the secondary
market. Only those broker-dealers that allow their employees to participate in
employee discount programs will be eligible for this discount.

     Dividend Reinvestment Plan. We do not charge any transactional sales fee
when you reinvest distributions from your trust into additional units of the
trust. The dollar value of these units will fluctuate over time. This discount
applies during the initial offering period and in the secondary market.

     See "Purchase, Redemption and Pricing of Units" in Part B of the
prospectus for more information regarding buying units.

     How We Distribute Units. We sell units to the public through
broker-dealers and other firms. We pay part of the sales fee you pay to these
distribution firms when they sell units. The distribution fee paid for a given
transaction is as follows:

                        Concession
                       per Unit (as a
Purchase Amount/      % of the Public
Form of Purchase      Offering Price)
-------------------------------------
Less than $50,000           2.25%
$50,000 - $99,999           2.00
$100,000 - $249,999         1.75
$250,000 - $499,999         1.50
$500,000 - $999,999         1.25
$1,000,000 or more          0.75
Rollover Purchases          1.30
Fee Account and
   Employee Purchases       0.00

     We apply these amounts as a percent of the unit price per transaction at
the time of the transaction.

     Broker-dealers and other firms that sell units of certain Guggenheim Funds
unit trusts are eligible to receive additional compensation for volume sales.
Such payments will be in addition to the regular concessions paid to dealer
firms as set forth in the applicable trust's prospectus. The additional
payments will be as follows:

Primary Offering             Additional
Period Sales During            Volume
Calendar Quarter             Concession
---------------------------------------
$0 but less than $10 million    0.000%
$10 million but
  less than $25 million         0.075
$25 million but
  less than $50 million         0.100
$50 million or more             0.125

     Eligible unit trusts include all Guggenheim Funds unit trusts sold in the
primary market. Redemptions of units during the primary offering period will
reduce the amount of units used to calculate the volume concessions. In
addition, dealer firms will not receive volume concessions on the sale of units
which are not subject to a transactional sales fee. However, such sales will be
included in determining whether a firm has met the sales level breakpoints for
volume concessions.

     Guggenheim Funds reserves the right to modify or terminate the volume
concession program at any time. The sponsor may also pay to certain dealers an
administrative fee for information or service used in connection with the
distribution of trust units. Such amounts will be in addition to any
concessions received for the sale of units.

     In addition to the concessions described above, the sponsor may pay
additional compensation out of its own assets to broker-dealers that meet
certain sales targets and that have agreed to provide services relating to the
trust to their customers.

     Other Compensation and Benefits to Broker-Dealers. The sponsor, at its own
expense and out of its own profits, may provide additional compensation and
benefits to broker-dealers who sell shares of units of this trust and other
Guggenheim Funds products. This compensation is intended to result in
additional sales of Guggenheim Funds products and/or compensate broker-dealers
and financial advisors for past sales. A number of factors are considered in
determining whether to pay these additional amounts. Such factors may include,
but are not limited to, the level or type of services provided by the
intermediary, the level or expected level of sales of Guggenheim Funds products
by the intermediary or its agents, the placing of Guggenheim Funds 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 may make such payments to many intermediaries
that sell Guggenheim Funds products. The sponsor may also make certain payments
to, or on behalf of, intermediaries to defray a portion of their costs incurred
for the purpose of facilitating unit sales, such as the costs of developing
trading or purchasing trading systems to process unit trades.

     Payments of such additional compensation, some of which may be
characterized as "revenue sharing," may create an incentive for financial
intermediaries and their agents to sell or recommend a Guggenheim Funds
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.

     We generally register units for sale in various states in the United
States. We do not register units for sale in any foreign country. It is your
financial professional's responsibility to make sure that units are registered
or exempt from registration if you are a foreign investor or if you want to buy
units in another country. This prospectus does not constitute an offer of units
in any state or country where units cannot be offered or sold lawfully. We may
reject any order for units in whole or in part.

     We may gain or lose money when we hold units in the primary or secondary
market due to fluctuations in unit prices. The gain or loss is equal to the
difference between the price we pay for units and the price at which we sell or
redeem them. We may also gain or lose money when we deposit securities to create
units. For example, we lost the amount set forth in "Trust Portfolio" on the
initial deposit of securities into the trust.

     See "Purchase, Redemption and Pricing of Units" in Part B of the
prospectus for additional information.

                             How to Sell Your Units

     You can sell your units on any business day by contacting your financial
professional or, in some cases, the trustee. Unit prices are available daily on
the Internet at www.guggenheiminvestments.com or through your financial
professional. We often refer to the sale price of units as the "liquidation
price." Certain broker-dealers may charge a transaction fee for processing unit
redemptions or sale requests.

     Until the end of the initial offering period or six months after the
Inception Date, at the discretion of the sponsor, the price at which the
trustee will redeem units and the price at which the sponsor may repurchase
units include estimated organization costs. After such period, the amount paid
will not include such estimated organization costs.

     Selling Units. We do not intend to but may maintain a secondary market for
units. This means that if you want to sell your units, we may buy them at the
current price which is based on their net asset value. We may then resell the
units to other investors at the public offering price or redeem them for the
redemption price. Our secondary market repurchase price is generally the same as
the redemption price. Certain broker-dealers might also maintain a secondary
market in units. You should contact your financial professional for current unit
prices to determine the best price available. We may discontinue our secondary
market at any time without notice. Even if we do not make a market, you will be
able to redeem your units with the trustee on any business day for the current
price.

     Redeeming Units. You may also be able to redeem your units directly with
the trustee, The Bank of New York Mellon, on any day the New York Stock
Exchange is open. The trustee must receive your completed redemption request
prior to the close of the New York Stock Exchange for you to receive the unit
price for a particular day. (For what constitutes a completed redemption
request, see "Purchase, Redemption and Pricing of Units--Redemption" in Part B
of the prospectus.) If your request is received after that time or is
incomplete in any way, you will receive the next price computed after the
trustee receives your completed request. Rather than contacting the trustee
directly, your financial professional may also be able to redeem your units by
using the Investors' Voluntary Redemptions and Sales (IVORS) automated
redemption service offered through Depository Trust Company.

     If you redeem your units, the trustee will generally send you a payment
for your units no later than three business days after it receives all
necessary documentation.

     Exchange Option. You may be able to exchange your units for units of other
Guggenheim Funds unit trusts at a reduced sales fee. You can contact your
financial professional or Guggenheim Funds for more information about trusts
currently available for exchanges. Before you exchange units, you should read
the prospectus carefully and understand the risks and fees. You should then
discuss this option with your financial professional to determine whether your
investment goals have changed, whether current trusts suit you and to discuss
tax consequences. To qualify for a reduced sales fee, you may need to meet
certain criteria. We may discontinue this option at any time.

     For more complete information regarding selling or redeeming your units,
see "Purchase, Redemption and Pricing of Units" in Part B of the prospectus.

                                 Distributions

     Dividends. Your trust generally pays dividends from its net investment
income, if any, along with any excess capital on each distribution date to
unitholders of record on the preceding record date. You can elect to:

     o    reinvest distributions in additional units of your trust at no fee, or

     o    receive distributions in cash.

     You may change your election by contacting your financial professional or
the trustee. Once you elect to participate in a reinvestment program, the
trustee will automatically reinvest your distributions into additional units at
their net asset value three business days prior to the distribution date. We
waive the sales fee for reinvestments into units of your trust. We cannot
guarantee that units will always be available for reinvestment. If units are
unavailable, you will receive cash distributions. We may discontinue these
options at any time without notice.

     Distributions will be made from the Income and Capital Accounts on the
distribution date provided the aggregate amount available for distribution
equals at least 0.1% of the net asset value of your trust. Undistributed money
in the Income and Capital Accounts will be distributed in the next month in
which the aggregate amount available for distribution equals or exceeds 0.1% of
the net asset value of the trust.

     In some cases, your trust might pay a special distribution if it holds an
excessive amount of principal pending distribution. For example, this could
happen as a result of a merger or similar transaction involving a company whose
security is in your portfolio. The amount of your distributions will vary from
time to time as companies change their dividends, trust expenses change or as a
result of changes in the trust's portfolio.

     Reinvest in Your Trust. You can keep your money working by electing to
reinvest your distributions in additional units of your trust. The easiest way
to do this is to have your financial professional purchase units with one of
the Reinvestment CUSIP numbers listed in the "Investment Summary" section of
this prospectus. You may also make or change your election by contacting your
financial professional or the trustee. This reinvestment option may be subject
to availability or limitation by the broker-dealer or selling firm. In certain
circumstances, broker-dealers may suspend or terminate the offering of a
reinvestment option at any time.

     Reports. The trustee will send your financial professional a statement
showing income and other receipts of your trust for each distribution. Each year
the trustee will also provide an annual report on your trust's activity and
certain tax information. You can request copies of security evaluations to
enable you to complete your tax forms and audited financial statements for your
trust, if available.

     See "Administration of the Trust" in Part B of the prospectus for
additional information.

                                Investment Risks

     All investments involve risk. This section describes the main risks that
can impact the value of the securities in your trust. You should understand
these risks before you invest. You could lose some or all of your investment in
the trust. Recently, equity markets have experienced significant volatility. If
the value of the securities falls, the value of your units will also fall. We
cannot guarantee that your trust will achieve its objective or that your
investment return will be positive over any period.

     Market risk. Market risk is the risk that a particular security in the
trust, the trust itself or securities in general may fall in value. Market
value may be affected by a variety of factors including:

     o    General securities markets movements;

     o    Changes in the financial condition of an issuer or a sector;

     o    Changes in perceptions about an issuer or a sector;

     o    Interest rates and inflation;

     o    Governmental policies and litigation; and

     o    Purchases and sales of securities by the trust.

     Even though we carefully supervise the portfolio, you should remember that
we do not manage the portfolio. Your trust will not sell a security solely
because the market value falls as is possible in a managed fund.

     Furthermore, the net proceeds from the liquidation may be more or less
than the amount calculated on the Performance Trigger Day due to market
conditions and because the trustee may be unable to liquidate the trust's
holdings at the same price used to calculate the net asset value on the
Performance Trigger Day.

     Current economic conditions risk. The U.S. economy's recession began in
December 2007. This recession began with problems in the housing and credit
markets, many of which were caused by defaults on "subprime" mortgages and
mortgage-backed securities, eventually leading to the failures of some large
financial institutions. Economic activity declined across all sectors of the
economy, and the United States experienced increased unemployment. The economic
crisis affected the global economy with European and Asian markets also
suffering historic losses. In addition, Standard & Poor's Rating Services
lowered its long-term sovereign credit rating on the United States to "AA+"
from "AAA." Effects of the economic crisis can still be felt by many countries
around the world and may have an impact on the securities held by the trust.

     Information technology sector risk. The trust is concentrated in the
information technology sector. As a result, the factors that impact the
information technology sector will likely have a greater effect on this trust
than on a more broadly diversified trust. Some of the risks associated with the
information technology sector are listed below. The information technology
sector includes companies from the following industries: communications
equipment, computers and peripherals, electronic equipment and instruments,
internet software and services, IT services, office electronics, semiconductors
and semiconductor equipment and software.

     Companies involved in this sector must contend with:

     o    rapid changes in technology;

     o    worldwide competition;

     o    dependence on key suppliers and supplies;

     o    rapid obsolescence of products and services;

     o    termination of their patent protections; o cyclical market patterns; o
          evolving industry standards; o frequent new product introductions; o
          government regulation;

     o    unexpected changes in one or more of the technologies affecting an
          issuer's products or in the market for products based on a particular
          technology; and

     o    the fact that operating results and customer relationships could be
          adversely affected by:

          --   an increase in price for, or an interruption or reduction in
               supply of, any key components or the loss of key customers; and

          --   the failure of the issuer to comply with rigorous industry
               standards.

     Mid-capitalization company risk. The trust includes securities issued by
mid-capitalization companies. These securities customarily involve more
investment risk than large-capitalization companies. These additional risks are
due in part to the following factors. Mid-capitalization companies may:

     o    Have limited product lines, markets or financial resources;

     o    Be new and developing companies which seek to develop and utilize new
          and/or emerging technologies. These technologies may be slow to
          develop or fail to develop altogether;

     o    Have less publicly available information;

     o    Lack management depth or experience;

     o    Be less liquid;

     o    Be more vulnerable to adverse general market or economic developments;
          and

     o    Be dependent upon products that were recently brought to market or key
          personnel.

     ADRs and U.S.-listed foreign securities risk. The trust invests in ADRs and
U.S.-listed foreign securities. ADRs are issued by a bank or trust company to
evidence ownership of underlying securities issued by foreign corporations.
Securities of foreign issuers present risks beyond those of domestic securities.
The prices of foreign securities can be more volatile than U.S. securities due
to such factors as political, social and economic developments abroad, the
differences between the regulations to which U.S. and foreign issuers and
markets are subject, the seizure by the government of company assets, excessive
taxation, withholding taxes on dividends and interest, limitations on the use or
transfer of portfolio assets, and political or social instability. Other risks
include the following:

     o    Enforcing legal rights may be difficult, costly and slow in foreign
          countries, and there may be special problems enforcing claims against
          foreign governments.

     o    Foreign issuers may not be subject to accounting standards or
          governmental supervision comparable to U.S. issuers, and there may be
          less public information about their operations.

     o    Foreign markets may be less liquid and more volatile than U.S.
          markets.

     o    Foreign securities often trade in currencies other than the U.S.
          dollar. Changes in currency exchange rates may affect the trust's
          value, the value of dividends and interest earned, and gains and
          losses realized on the sale of securities. An increase in the strength
          of the U.S. dollar relative to these other currencies may cause the
          value of the trust to decline. Certain foreign currencies may be
          particularly volatile, and foreign governments may intervene in the
          currency markets, causing a decline in value or liquidity in the
          trust's foreign security holdings.

     o    Future political and governmental restrictions which might adversely
          affect the payment or receipt of income on the foreign securities.

     Emerging markets risk. The trust invests in securities issued by companies
headquartered or incorporated in countries considered to be emerging markets.
Emerging markets are generally defined as countries with low per capita income
in the initial stages of their industrialization cycles. Risks of investing in
developing or emerging countries include the possibility of investment and
trading limitations, liquidity concerns, delays and disruptions in settlement
transactions, political uncertainties and dependence on international trade and
development assistance. In addition, emerging market countries may be subject
to overburdened infrastructures, obsolete financial systems and environmental
problems. For these reasons, investments in emerging markets are often
considered speculative.

     Performance trigger risk. The application of the predetermined trigger may
result in the trust terminating at a price below what may have been possible if
the trigger was not in place. In addition, investors may be subject to adverse
tax consequences and possibly short-term capital gains rates as a result of the
application of the trigger.

     Litigation and legislation risk. Your trust is also subject to litigation
and legislation risk. 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 sectors represented by
these issuers, may raise potential bankruptcy concerns and may negatively
impact the share prices of these securities. We cannot predict what impact any
pending or threatened litigation or any bankruptcy concerns will have on the
share prices of the securities.

     Inflation risk. Inflation risk is the risk that the value of assets or
income from investments will be less in the future as inflation decreases the
value of money.

     Significant unitholders risk. There may be unitholders of the trust who
hold a significant portion of the trust and, as result, a redemption by such
significant holder may have a material impact on the size, expenses and
viability of the trust.

     See "Risk Factors" in Part B of the prospectus for additional
information.

                              How the Trust Works

     Your Trust. Your trust is a unit investment trust registered under the
Investment Company Act of 1940 and the Securities Act of 1933. We created the
trust under a trust agreement between Guggenheim Funds Distributors, LLC (as
sponsor, evaluator and supervisor) and The Bank of New York Mellon (as
trustee). To create your trust, we deposited contracts to purchase securities
with the trustee along with an irrevocable letter of credit or other
consideration to pay for the securities. In exchange, the trustee delivered
units of your trust to us. Each unit represents an undivided interest in the
assets of your trust. These units remain outstanding until redeemed or until
your trust terminates.

     Changing Your Portfolio. Your trust is not a managed fund. Unlike a
managed fund, we designed your portfolio to remain relatively fixed after its
inception. Your trust will generally buy and sell securities:

     o    to pay expenses,

     o    to issue additional units or redeem units,

     o    in limited circumstances to protect the trust,

     o    to avoid direct or indirect ownership of a passive foreign investment
          company,

     o    to make required distributions or avoid imposition of taxes on the
          trust, or

     o    as permitted by the trust agreement.

     You will not be able to dispose of or vote any of the securities in your
trust. As the holder of the securities, the trustee will vote the securities
and will endeavor to vote the securities such that the securities are voted as
closely as possible in the same manner and the same general proportion as are
the securities held by owners other than your trust. However, the trustee may
not be able to vote the securities in your trust that are traded on foreign
exchanges.

     Your trust will generally reject any offer for securities or property
other than cash in exchange for the securities in its portfolio. However, if a
public tender offer has been made for a security or a merger or acquisition has
been announced affecting a security, your trust may either sell the security or
accept a tender offer for cash if the supervisor determines that the sale or
tender is in the best interest of unitholders. The trustee will distribute any
cash proceeds to unitholders. If your trust receives securities or property
other than cash, it may either hold the securities or property in its portfolio
or sell the securities or property and distribute the proceeds. For example,
this could happen in a merger or similar transaction.

     We will increase the size of your trust as we sell units. When we create
additional units, we will seek to replicate the existing portfolio. In certain
cases, the trustee may need additional time to acquire the securities necessary
to create units and consequently, the trust may not be fully invested at all
times, which may impact the trust's performance. When your trust buys
securities, it will pay brokerage or other acquisition fees. You could
experience a dilution of your investment because of these fees and fluctuations
in security prices between the time we create units and the time your trust buys
the securities. When your trust buys or sells securities, we may direct that it
place orders with and pay brokerage commissions to brokers that sell units or
are affiliated with your trust. We will not select firms to handle these
transactions on the basis of their sale of units of the trust. We cannot
guarantee that the trust will keep its present size and composition for any
length of time.

     Termination of Your Trust. Your trust will terminate no later than the
termination date listed in the "Investment Summary" section of this prospectus.
The trustee may terminate your trust early if the value of the trust is less
than $1 million or less than 40% of the value of the securities in the trust at
the end of the initial offering period. At this size, the expenses of your
trust may create an undue burden on your investment. Investors owning
two-thirds of the units in your trust may also vote to terminate the trust
early. We may also terminate your trust in other limited circumstances.

     The trustee will notify you of any termination and sell any remaining
securities. The trustee will send your final distribution to you within a
reasonable time following liquidation of all the securities after deducting
final expenses. Your termination distribution may be less than the price you
originally paid for your units.

     See "Administration of the Trust" in Part B of the prospectus for
additional information.

                              General Information

     Guggenheim Funds. Guggenheim Funds Distributors, LLC specializes in the
creation, development and distribution of investment solutions for advisors and
their valued clients. In November 2001, we changed our name from Ranson &
Associates, Inc. to Claymore Securities, Inc. ("Claymore"). On September 27,
2010, Claymore officially changed its name to Guggenheim Funds Distributors,
LLC. This change follows the acquisition of Claymore by Guggenheim Partners,
LLC on October 14, 2009. Since the finalization of the acquisition, we have
been operating as a subsidiary of Guggenheim Partners, LLC.

     During our history we have been active in public and corporate finance,
have underwritten closed-end funds and have distributed bonds, mutual funds,
closed-end funds, exchange-traded funds, structured products and unit trusts in
the primary and secondary markets. We are a registered broker-dealer and member
of the Financial Industry Regulatory Authority (FINRA). If we fail to or cannot
perform our duties as sponsor or become bankrupt, the trustee may replace us,
continue to operate your trust without a sponsor, or terminate your trust. You
can contact us at our headquarters at 2455 Corporate West Drive, Lisle,
Illinois 60532 or by using the contacts listed on the back cover of this
prospectus. Guggenheim Funds personnel may from time to time maintain a
position in certain securities held by your trust.

     Guggenheim Funds and your trust have adopted a code of ethics requiring
Guggenheim Funds' 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 your trust.

     See "Administration of the Trust" in Part B of the prospectus for
additional information.

     Portfolio Consultant. Zacks Investment Management has been selected by the
sponsor to serve as the portfolio consultant for the trust. As portfolio
consultant, ZIM will assist the sponsor with the selection of the trust's
portfolio. For its service as portfolio consultant, ZIM will be paid by the
trust a fee of 0.08% of the average net assets of the trust at the close of the
initial offering period. ZIM will also provide advice to the sponsor to help
the sponsor provide portfolio supervisory services to the trust. The sponsor
will pay some or all of its supervisory fee to ZIM. While the sponsor is
responsible for supervising the trust's portfolio, neither the sponsor nor the
portfolio consultant manage the trust.

     The portfolio consultant is not an affiliate of the sponsor. The portfolio
consultant may use the list of securities included in the trust portfolio in
its independent capacity as an investment adviser and distribute this
information to various individuals and entities. The portfolio consultant may
recommend or effect transactions in the securities included in your trust. This
may have an adverse effect on the prices of the securities included in your
trust. This also may have an impact on the price your trust pays for the
securities and the price received upon unit redemptions or trust termination.
The portfolio consultant may act as agent or principal in connection with the
purchase and sale of securities, including the securities included in your
trust. The portfolio consultant's research department may receive compensation
based on commissions generated by research and/or sales of units.

     You should note that the selection criteria was applied to the securities
for inclusion in your trust prior to the Inception Date. After this time, the
securities included in your trust may no longer meet the selection criteria.
Should a security no longer meet the selection criteria, we will generally not
remove the security from your trust. In offering the units to the public,
neither the sponsor nor any broker-dealers are recommending any of the
individual securities but rather the entire pool of securities in your trust,
taken as a whole, which are represented by the units.

     The Trustee. The Bank of New York Mellon is the trustee of your trust. It
is a trust company organized under New York law. You can contact the trustee by
calling the telephone number on the back cover of this prospectus or write to
Unit Investment Trust Division, 2 Hanson Place, 12th Fl., Brooklyn, New York
11217. We may remove and replace the trustee in some cases without your
consent. The trustee may also resign by notifying the sponsor and investors.

     See "Administration of the Trust" in Part B of the prospectus for
additional information.

                                    Expenses

     Your trust will pay various expenses to conduct its operations. The
"Investment Summary" section of this prospectus shows the estimated amount of
these expenses.

     Your trust will pay a fee to the trustee for its services. The trustee
also benefits when it holds cash for your trust in non-interest bearing
accounts. Your trust will reimburse the sponsor as supervisor and evaluator for
providing portfolio supervisory services, evaluating your portfolio and
performing bookkeeping and administrative services. Our reimbursements may
exceed the costs of the services we provide to your trust but will not exceed
the costs of services provided to all Guggenheim Funds unit investment trusts
in any calendar year. In addition, the trustee may reimburse the sponsor out of
its own assets for services performed by employees of the sponsor in connection
with the operation of your trust. All of these fees may adjust for inflation
without your approval.

     Your trust will also pay its general operating expenses, including a
licensing fee paid to Zacks Investment Research, Inc. for the use of
trademarks, trade names or other intellectual property owned by Zacks
Investment Research, Inc. The licensing fee received by Zacks Investment
Research, Inc. is equal to 0.07% of the average net assets of the trust.

     Your trust may pay expenses such as trustee expenses (including legal and
auditing expenses), organization expenses, various governmental charges, fees
for extraordinary trustee services, costs of taking action to protect your
trust, costs of indemnifying the trustee and Guggenheim Funds, legal fees and
expenses, expenses incurred in contacting you and costs incurred to reimburse
the trustee for advancing funds to meet distributions. Your trust may pay the
costs of updating its registration statement each year. The trustee may sell
securities to pay trust expenses.

     See "Expenses of the Trust" in Part B of the prospectus for additional
information.


            Report of Independent Registered Public Accounting Firm

Unitholders
Guggenheim Defined Portfolios, Series 1040

     We have audited the accompanying statement of financial condition,
including the trust portfolio set forth on pages 8 and 9 of this prospectus, of
Guggenheim Defined Portfolios, Series 1040, as of September 25, 2013, the
initial date of deposit. This statement of financial condition is the
responsibility of the trust's sponsor. Our responsibility is to express an
opinion on this statement of financial condition based on our audit.

     We conducted our audit in accordance with the auditing standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the statement of financial condition is free of material misstatement.
The trust is not required to have, nor were we engaged to perform an audit of
its internal control over financial reporting. Our audit included consideration
of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the trust's internal control
over financial reporting. Accordingly, we express no such opinion. An audit
also includes examining, on a test basis, evidence supporting the amounts and
disclosures in the statement of financial condition, assessing the accounting
principles used and significant estimates made by the sponsor, as well as
evaluating the overall financial statement presentation. Our procedures
included confirmation with The Bank of New York Mellon, trustee, of cash or an
irrevocable letter of credit deposited for the purchase of securities as shown
in the statement of financial condition as of September 25, 2013. We believe
that our audit of the statement of financial condition provides a reasonable
basis for our opinion.

     In our opinion, the statement of financial condition referred to above
presents fairly, in all material respects, the financial position of Guggenheim
Defined Portfolios, Series 1040, as of September 25, 2013, in conformity with
accounting principles generally accepted in the United States of America.

                                                          /s/ Grant Thornton LLP

Chicago, Illinois
September 25, 2013


Guggenheim Defined Portfolios, Series 1040

Statement of Financial Condition
as of the Inception Date, September 25, 2013

Investment in securities
Sponsor's contracts to purchase underlying securities backed by
    letter of credit (1)(2)                                     $    150,615
                                                                ------------
                                                                $    150,615
                                                                ============
Liabilities and interest of unitholders
Liabilities:
    Organization costs (3)                                      $      1,242
                                                                ------------
                                                                       1,242
                                                                ------------
Interest of unitholders:
    Cost to unitholders (5)                                          155,190
    Less: transactional sales fee (4)                                  4,575
    Less: organization costs (3)(4)(5)                                 1,242
                                                                ------------
    Net interest of unitholders                                      149,373
                                                                ------------
          Total                                                 $    150,615
                                                                ------------
Number of units                                                       15,519
                                                                ============
Net Asset Value per Unit                                        $      9.625
                                                                ============

(1)  Aggregate cost of the securities is based on the closing sale price
     evaluations as determined by the trustee.

(2)  A letter of credit has been deposited with The Bank of New York Mellon,
     trustee, covering the funds (aggregating $150,946) necessary for the
     purchase of the securities in the trust, represented by purchase contracts.

(3)  A portion of the Public Offering Price represents an amount sufficient to
     pay for all or a portion of the costs incurred in establishing the trust.
     These costs have been estimated at $8.00 per 100 units of the trust. A
     distribution will be made as of the close of the initial offering period or
     six months after the initial date of deposit (at the discretion of the
     sponsor) to an account maintained by the trustee from which this obligation
     of the investors will be satisfied. Organization costs will not be assessed
     to units that are redeemed prior to the close of the initial offering
     period or six months after the initial date of deposit (at the discretion
     of the sponsor). To the extent that actual organization costs are greater
     than the estimated amount, only the estimated organization costs added to
     the Public Offering Price will be deducted from the assets of the trust.

(4)  The aggregate cost to unitholders includes a maximum sales fee. On the
     Inception Date, the maximum transactional sales fee is 2.95% of the Public
     Offering Price (equivalent to 3.04% of the net amount invested).

(5)  The aggregate cost to investors includes the applicable transactional sales
     fee assuming no reduction of transactional sales fees for quantity
     purchases.


                         GUGGENHEIM DEFINED PORTFOLIOS

                        GUGGENHEIM PORTFOLIO PROSPECTUS

                            PART B DATED _____, 2013

     The prospectus for a Guggenheim Defined Portfolio (a "trust") is divided
into two parts. Part A of the prospectus relates exclusively to a particular
trust or trusts and provides specific information regarding each trust's
portfolio, strategies, investment objectives, expenses, financial highlights,
income and capital distributions, hypothetical performance information, risk
factors and optional features. Part B of the prospectus provides more general
information regarding the Guggenheim Defined Portfolios. You should read both
parts of the prospectus and retain them for future reference. Except as
provided in Part A of the prospectus, the information contained in this Part B
will apply to each trust.

                                    Contents
            General Information                              2
            Investment Policies                              2
            Risk Factors                                     3
            Administration of the Trust                     18
            Expenses of the Trust                           24
            Portfolio Transactions and Brokerage Allocation 25
            Purchase, Redemption and Pricing of Units       26
            Taxes                                           30
            Experts                                         33
            Description of Ratings                          34

General Information

     Each trust is one of a series of separate unit investment trusts created
under the name Guggenheim Defined Portfolios and registered under the
Investment Company Act of 1940 and the Securities Act of 1933. Each trust was
created as a common law trust on the inception date described in the prospectus
under the laws of the state of New York. Each trust was created under a trust
agreement among Guggenheim Funds Distributors, LLC (as sponsor, evaluator and
supervisor) and The Bank of New York Mellon (as trustee).

     When your trust was created, the sponsor delivered to the trustee
securities or contracts for the purchase thereof for deposit in the trust and
the trustee delivered to the sponsor documentation evidencing the ownership of
units of the trust. After your trust is created, the sponsor may deposit
additional securities in the trust, contracts to purchase additional securities
along with cash (or a bank letter of credit in lieu of cash) to pay for such
contracted securities or cash (including a letter of credit) with instructions
to purchase additional securities. Such additional deposits will be in amounts
which will seek to replicate, as closely as practicable, the portfolio
immediately prior to such deposits. If the sponsor deposits cash, existing and
new investors may experience a dilution of their investments and a reduction in
their anticipated income because of fluctuations in the prices of the
securities between the time of the cash deposit and the purchase of the
securities and because the trust will pay the associated brokerage fees.

     A trust consists of (i) the securities listed under "Trust Portfolio" in
the prospectus as may continue to be held from time to time in the trust; (ii)
any additional securities acquired and held by the trust pursuant to the
provisions of the trust agreement; and (iii) any cash held in the accounts of
the trust. Neither the sponsor nor the trustee shall be liable in any way for
any failure in any of the securities. However, should any contract for the
purchase of any of the securities initially deposited in a trust fail, the
sponsor will, unless substantially all of the moneys held in the trust to cover
such purchase are reinvested in substitute securities in accordance with the
trust agreement, refund the cash and sales charge attributable to such failed
contract to all unitholders on the next distribution date.

Investment Policies

     The trust is a unit investment trust and is not an "actively managed"
fund. Traditional methods of investment management for a managed fund typically
involve frequent changes in a portfolio of securities on the basis of economic,
financial and market analysis. The portfolio of a trust, however, will not be
actively managed and therefore the adverse financial condition of an issuer
will not necessarily require the sale of its securities from a portfolio.

     Unitholders will not be able to dispose of or vote any of the securities
in a trust. As the holder of the securities, the trustee will vote the
securities and will endeavor to vote the securities such that the securities
are voted as closely as possible in the same manner and the same general
proportion as are the securities held by owners other than such trust. However,
the trustee may not be able to vote the securities in a trust that are traded
on foreign exchanges.

     The trust agreement provides that the sponsor may (but need not) direct
the trustee to dispose of a security in certain events such as the issuer
having defaulted on the payment on any of its outstanding obligations, the
issuer having qualified as a passive foreign investment company under the
Internal Revenue Code or the price of a security has declined to such an extent
or other such credit factors exist so that in the opinion of the sponsor the
retention of such securities would be detrimental to the trust. If a public
tender offer has been made for a security or a merger or acquisition has been
announced affecting a security, the trustee may either sell the security or
accept a tender offer for cash if the supervisor determines that the sale or
tender is in the best interest of unitholders. The trustee will distribute any
cash proceeds to unitholders. Pursuant to the trust agreement and with limited
exceptions, the trustee may sell any securities or other properties acquired in
exchange for securities such as those acquired in connection with a merger or
other transaction. If offered such new or exchanged securities or property
other than cash, the trustee shall reject the offer. However, in the event such
securities or property are nonetheless acquired by the trust, they may be
accepted for deposit in a trust and either sold by the trustee or held in a
trust pursuant to the direction of the sponsor. Proceeds from the sale of
securities (or any securities or other property received by the trust in
exchange for securities) are credited to the Capital Account for distribution
to unitholders or to meet redemptions.

     Except as stated in the trust agreement, or in the prospectus, the
acquisition by the trust of any securities other than the portfolio securities
is prohibited. The trustee may sell securities, designated by the sponsor, from
the trust for the purpose of redeeming units of a trust tendered for redemption
and the payment of expenses and for such other purposes as permitted under the
trust agreement.

     Notwithstanding the foregoing, the trustee is authorized to reinvest any
funds held in the Capital or Income Accounts, pending distribution, in U.S.
Treasury obligations which mature on or before the next applicable distribution
date. Any obligations so acquired must be held until they mature and proceeds
therefrom may not be reinvested.

     Proceeds from the sale of securities (or any securities or other property
received by a trust in exchange for securities) are credited to the Capital
Account of a trust for distribution to unitholders or to meet redemptions.
Except for failed securities and as provided in the prospectus or in the trust
agreement, the acquisition by a trust of any securities other than the
portfolio securities is prohibited. The trustee may sell securities from a
trust for limited purposes, including redeeming units tendered for redemption
and the payment of expenses.

Risk Factors

     Stocks. An investment in units of a trust should be made with an
understanding of the risks inherent in an investment in equity securities,
including the risk that the financial condition of issuers of the securities may
become impaired or that the general condition of the stock market may worsen
(both of which may contribute directly to a decrease in the value of the
securities and thus, in the value of the units) or the risk that holders of
common stock have a right to receive payments from the issuers of those stocks
that is generally inferior to that of creditors of, or holders of debt
obligations issued by, the issuers and that the rights of holders of common
stock generally rank inferior to the rights of holders of preferred stock. You
could lose some or all of your investment in the trust. Common stocks are
especially susceptible to general stock market movements and to volatile
increases and decreases in 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.

     Holders of common stock incur more risk than the holders of preferred
stocks and debt obligations because common stockholders, as owners of the
entity, have generally inferior rights to receive payments from the issuer in
comparison with the rights of creditors of, or holders of debt obligations or
preferred stock issued by the issuer. Holders of common stock of the type held
by a trust have a right to receive dividends only when and if, and in the
amounts, declared by the issuer's board of directors and to participate in
amounts available for distribution by the issuer only after all other claims on
the issuer have been paid or provided for. By contrast, holders of preferred
stock have the right to receive dividends at a fixed rate when and as declared
by the issuer's board of directors, normally on a cumulative basis, but do not
participate in other amounts available for distribution by the issuing
corporation. 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 stocks are also entitled to rights on liquidation which are senior to
those of common stocks. Moreover, common stocks do not represent an obligation
of the issuer and therefore do not offer any assurance of income or provide the
degree of protection of capital debt securities. Indeed, the issuance of debt
securities or even preferred stock will create prior claims for payment of
principal, interest, liquidation preferences 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. Further, unlike
debt securities which typically have a stated principal amount payable at
maturity (whose value, however, will be subject to market fluctuations prior
thereto), common stocks have neither a fixed principal amount nor a maturity
and have values which are subject to market fluctuations for as long as the
stocks remain outstanding. The value of the securities in a portfolio thus may
be expected to fluctuate over the entire life of a trust to values higher or
lower than those prevailing at the time of purchase.

     The sponsor's buying and selling of the securities, especially during the
initial offering of units of the trust or to satisfy redemptions of units may
impact upon the value of the underlying securities and the units. The
publication of the list of the securities selected for the trust may also cause
increased buying activity in certain of the stocks comprising the portfolio.
After such announcement, investment advisory and brokerage clients of the
sponsor and its affiliates may purchase individual securities appearing on the
list during the course of the initial offering period or may purchase warrants
issued by the sponsor or its affiliates which are based on the performance of
the securities on the list. The sponsor or its affiliates may also purchase
securities as a hedge against its risk on the warrants (although generally the
sponsor and its affiliates will not purchase securities for their own account
until after the trust portfolio has been acquired). Such buying activity in the
stock of these companies or issuance of the warrants prior to the purchase of
the securities by the trust may cause the trust to purchase stocks at a higher
price than those buyers who effect purchases by the trust.

     Fixed Portfolio. Investors should be aware that the trust is not "managed"
and as a result, the adverse financial condition of a company will not result in
the elimination of its securities from the portfolio of the trust except under
extraordinary circumstances. Investors should note in particular that the
securities were selected on the basis of the criteria set forth in the
prospectus and that the trust may continue to purchase or hold securities
originally selected through this process even though the evaluation of the
attractiveness of the securities may have changed. A number of the securities in
the trust may also be owned by other clients of the sponsor. However, because
these clients may have differing investment objectives, the sponsor may sell
certain securities from those accounts in instances where a sale by the trust
would be impermissible, such as to maximize return by taking advantage of market
fluctuations. In the event a public tender offer is made for a security or a
merger or acquisition is announced affecting a security, the sponsor may
instruct the trustee to tender or sell the security on the open market when, in
its opinion, it is in the best interest of the unitholders of the unit to do so.
Although the portfolio is regularly reviewed and evaluated and the sponsor may
instruct the trustee to sell securities under certain limited circumstances,
securities will not be sold by the trust to take advantage of market
fluctuations or changes in anticipated rates of appreciation. As a result, the
amount realized upon the sale of the securities may not be the highest price
attained by an individual security during the life of the trust. The prices of
single shares of each of the securities in the trust vary widely, and the effect
of a dollar of fluctuation, either higher or lower, in stock prices will be much
greater as a percentage of the lower-price stocks' purchase price than as a
percentage of the higher-price stocks' purchase price.

     Closed-End Fund Risks. If set forth in Part A of the prospectus, a trust
may invest in the common stock of closed-end funds ("Closed-End Funds").
Closed-End Funds are actively managed investment companies which invest in
various types of securities. Closed-End Funds issue shares of common stock that
are traded on a securities exchange. Closed-End Funds are subject to various
risks, including management's ability to meet the Closed-End Fund's investment
objective, and to manage the Closed-End Fund portfolio when the underlying
securities are redeemed or sold, during periods of market turmoil and as
investors' perceptions regarding Closed-End Funds or their underlying
investments change.

     Shares of Closed-End Funds frequently trade at a discount from their net
asset value in the secondary market. This risk is separate and distinct from
the risk that the net asset value of Closed-End Fund shares may decrease. The
amount of such discount from net asset value is subject to change from time to
time in response to various factors.

     Certain of the Closed-End Funds included in a trust may employ the use of
leverage in their portfolios through the issuance of preferred stock. While
leverage often serves to increase the yield of a Closed-End Fund, this leverage
also subjects the Closed-End Fund to increased risks, including the likelihood
of increased volatility and the possibility that the Closed-End Fund's common
share income will fall if the dividend rate on the preferred shares or the
interest rate on any borrowings rises.

     Exchange-Traded Fund Risks. If set forth in Part A of the prospectus, a
trust may invest in the common stock of exchange-traded funds ("ETFs"). ETFs are
investment pools that hold other securities. ETFs are either open-end management
investment companies or unit investment trusts registered under the Investment
Company Act of 1940. Unlike typical open-end funds or unit investment trusts,
ETFs generally do not sell or redeem their individual shares at net asset value.
In addition, securities exchanges list ETF shares for trading, which allows
investors to purchase and sell individual ETF shares at current market prices
throughout the day. ETFs therefore possess characteristics of traditional
open-end funds and unit investment trusts, which issue redeemable shares, and of
corporate common stocks or closed-end funds, which generally issue shares that
trade at negotiated prices on securities exchanges and are not redeemable. ETFs
are subject to various risks, including management's ability to meet the fund's
investment objective. The underlying ETF has management and operating expenses.
You will bear not only your share of the trust's expenses, but also the expenses
of the underlying ETF. By investing in an ETF, the trust incurs greater expenses
than you would incur if you invested directly in the ETF.

     Shares of ETFs may trade at a discount from their net asset value in the
secondary market. This risk is separate and distinct from the risk that the net
asset value of the ETF shares may decrease. The amount of such discount from
net asset value is subject to change from time to time in response to various
factors.

     Market Discounts or Premiums. Certain of the securities may have been
deposited at a market discount or premium principally because their dividend
rates are lower or higher than prevailing rates on comparable securities. The
current returns of market discount securities are lower than comparably rated
securities selling at par because discount securities tend to increase in
market value as they approach maturity. The current returns of market premium
securities are higher than comparably rated securities selling at par because
premium securities tend to decrease in market value as they approach maturity.
Because part of the purchase price is returned through current income payments
and not at maturity, an early redemption at par of a premium security will
result in a reduction in yield to the trust. Market premium or discount
attributable to dividend rate changes does not indicate market confidence or
lack of confidence in the issue.

     Liquidity. Whether or not the securities are listed on a national
securities exchange, the principal trading market for the securities may be in
the over-the-counter market. As a result, the existence of a liquid trading
market for the securities may depend on whether dealers will make a market in
the securities. There can be no assurance that a market will be made for any of
the securities, that any market for the securities will be maintained or of the
liquidity of the securities in any markets made. In addition, a trust is
restricted under the Investment Company Act of 1940 from selling securities to
the sponsor. The price at which the securities may be sold to meet redemptions
and the value of a trust will be adversely affected if trading markets for the
securities are limited or absent.

     Additional Deposits. The trust agreement authorizes the sponsor to
increase the size of a trust and the number of units thereof by the deposit of
additional securities, or cash (including a letter of credit) with instructions
to purchase additional securities, in such trust and the issuance of a
corresponding number of additional units. If the sponsor deposits cash,
existing and new investors may experience a dilution of their investments and a
reduction in their anticipated income because of fluctuations in the prices of
the securities between the time of the cash deposit and the purchase of the
securities and because a trust will pay the associated brokerage fees. To
minimize this effect, the trusts will attempt to purchase the securities as
close to the evaluation time or as close to the evaluation prices as possible.

     Some of the securities may have limited trading volume. The trustee, with
directions from the sponsor, will endeavor to purchase securities with deposited
cash as soon as practicable reserving the right to purchase those securities
over the 20 business days following each deposit in an effort to reduce the
effect of these purchases on the market price of those stocks. This could,
however, result in the trusts' failure to participate in any appreciation of
those stocks before the cash is invested. If any cash remains at the end of this
period (and such date is within the 90-day period following the inception date)
and cannot be invested in one or more stocks, at what the sponsor considers
reasonable prices, it intends to use that cash to purchase each of the other
securities in the original proportionate relationship among those securities.
Similarly, at termination of the trust, the sponsor reserves the right to sell
securities over a period of up to nine business days to lessen the impact of its
sales on the market price of the securities. The proceeds received by
unitholders following termination of the trust will reflect the actual sales
proceeds received on the securities, which will likely differ from the closing
sale price on the termination date.

     Litigation and Legislation. At any time litigation may be initiated on a
variety of grounds, or legislation may be enacted with respect to the
securities in a trust or the issuers of the securities. There can be no
assurance that future litigation or legislation will not have a material
adverse effect on the trust or will not impair the ability of issuers to
achieve their business goals.

     Financial Sector Risks. If set forth in Part A of the prospectus, certain
of the issuers of securities in a trust may be involved in the financial
sector. An investment in units of a trust containing securities of such issuers
should be made with an understanding of the problems and risks inherent in the
financial sector in general.

     Banks, thrifts and their holding companies are especially subject to the
adverse effects of economic recession; volatile interest rates; portfolio
concentrations in geographic markets, in commercial and residential real estate
loans or any particular segment or industry; and competition from new entrants
in their fields of business. Banks and thrifts are highly dependent on net
interest margin. Banks and thrifts traditionally receive a significant portion
of their revenues from consumer mortgage fee income as a result of activity in
mortgage and refinance markets. As home purchasing and refinancing activity has
subsided, this revenue has diminished. Economic conditions in the real estate
markets have deteriorated, leading to asset write-offs and decreased liquidity
in the credit markets, which can have a substantial negative effect upon banks
and thrifts because they generally have a portion of their assets invested in
loans secured by real estate. Difficulties in the mortgage and broader credit
markets have resulted in decreases in the availability of funds. Financial
performance of many banks and thrifts, especially in securities collateralized
by mortgage loans has deteriorated.

     In response to recent market and economic conditions, the United States
Government, particularly the U.S. Department of the Treasury ("U.S. Treasury"),
the Federal Reserve Board ("FRB"), and the Federal Deposit Insurance Corporation
("FDIC") have taken a variety of extraordinary measures including capital
injections, guarantees of bank liabilities and the acquisition of illiquid
assets from banks designed to provide fiscal stimulus, restore confidence in the
financial markets and to strengthen financial institutions. The Emergency
Economic Stabilization Act of 2008 ("EESA") gave the U.S. Treasury $700 billion
to purchase bad mortgage-related securities that caused much of the difficulties
experienced by financial institutions and the credit markets in general.
Additionally, the American Recovery and Reinvestment Act of 2009 ("ARRA") was
signed into law in February, 2009. The EESA and ARRA, along with the U.S.
Treasury's Capital Purchase Program (which provides for direct purchases by the
U.S. Treasury of equity from financial institutions), contain provisions
limiting the way banks and their holding companies are able pay dividends,
purchase their own common stock, and compensate officers. Furthermore,
participants have been subject to forward looking stress tests to determine if
they have sufficient capital to withstand certain economic scenarios, including
situations more severe than the current recession. As a result of these stress
tests, some financial institutions were required to increase their level of
capital through a combination of asset sales, additional equity offerings and
the conversion of preferred shares into common stock. The long-term effects of
the EESA, ARRA, and the stress tests are not yet known and cannot be predicted.
This uncertainty may cause increased costs and risks for the firms associated
with the respective programs.

     Banks, thrifts and their holding companies are subject to extensive
federal regulation and, when such institutions are state-chartered, to state
regulation as well. Such regulations impose strict capital requirements and
limitations on the nature and extent of business activities that banks and
thrifts may pursue. Furthermore, bank regulators have a wide range of
discretion in connection with their supervisory and enforcement authority and
may substantially restrict the permissible activities of a particular
institution if deemed to pose significant risks to the soundness of such
institution or the safety of the federal deposit insurance fund. Regulatory
actions, such as increases in the minimum capital requirements applicable to
banks and thrifts and increases in deposit insurance premiums required to be
paid by banks and thrifts to the FDIC, can negatively impact earnings and the
ability of a company to pay dividends. Neither federal insurance of deposits
nor governmental regulations, however, insures the solvency or profitability of
banks or their holding companies, or insures against any risk of investment in
the securities issued by such institutions.

     In light of the current credit market difficulties, the U.S. Government is
considering changes to the laws and regulatory structure. New legislation and
regulatory changes could cause business disruptions, result in significant loss
of revenue, limit financial firms' ability to pursue business opportunities,
impact the value of business assets and impose additional costs that may
adversely affect business. There can be no assurance as to the actual impact
these laws and their implementing regulations, or any other governmental
program, will have on the financial markets. Currently the FRB, FDIC,
Securities and Exchange Commission, Office of Comptroller of the Currency (a
bureau of the U.S. Treasury which regulates national banks), and the U.S.
Commodities Futures Trading Commission (which oversees commodity futures and
option markets) all play a role in the supervision of the financial markets.
Recently passed legislation calls for swift government intervention which
includes the creation of new federal agencies that will have a direct impact on
the financial, banking and insurance industries. This new legislation includes
the creation of a Financial Oversight Council to advise the FRB on the
identification of firms who failure could pose a threat to financial stability
due to their combination of size, leverage, and interconnectedness.
Additionally, these financial firms would be subject to increased scrutiny
concerning their capital, liquidity, and risk management standards.

     The statutory requirements applicable to and regulatory supervision of
banks, thrifts and their holding companies have increased significantly and have
undergone substantial change in the recent past. To a great extent, these
changes are embodied in the Financial Institutions Reform, Recovery and
Enforcement Act of 1989, the Federal Deposit Insurance Corporation Improvement
Act of 1991, the Resolution Trust Corporation Refinancing, Restructuring, and
Improvement Act of 1991, the Riegle-Neal Interstate Banking and Branching
Efficiency Act of 1994 and the regulations promulgated under these laws. In
1999, the Gramm--Leach--Bliley Act repealed most of the barriers set up by the
1933 Glass--Steagall Act which separated the banking, insurance and securities
industries. Banks and thrifts now face significant competition from other
financial institutions such as mutual funds, credit unions, mortgage banking
companies and insurance companies. Banks, insurance companies and securities
firms can merge to form one-stop financial conglomerates marketing a wide range
of financial service products to investors. This legislation has resulted in
increased merger activity and heightened competition among existing and new
participants in the field. Efforts to expand the ability of federal thrifts to
branch on an interstate basis have been initially successful through
promulgation of regulations and legislation to liberalize interstate banking has
been signed into law. Under the legislation, banks are able to purchase or
establish subsidiary banks in any state. Since mid-1997, banks have been allowed
to turn existing banks into branches, thus leading to continued consolidation.

     The Securities and Exchange Commission and the Financial Accounting
Standards Board ("FASB") require the expanded use of market value accounting by
banks and have imposed rules requiring mark-to-market accounting for investment
securities held in trading accounts or available for sale. Adoption of
additional such rules may result in increased volatility in the reported health
of the industry, and mandated regulatory intervention to correct such problems.
Accounting Standards Codification 820, "Fair Value Measurements and
Disclosures" changed the requirements of mark-to-market accounting and
determining fair value when the volume and level of activity for the asset or
liability has significantly decreased. These changes and other potential
changes in financial accounting rules and valuation techniques may have a
significant impact on the banking and financial services industries in terms of
accurately pricing assets or liabilities. Additional legislative and regulatory
changes may be forthcoming. For example, the bank regulatory authorities have
proposed substantial changes to the Community Reinvestment Act and fair lending
laws, rules and regulations, and there can be no certainty as to the effect, if
any, that such changes would have on the securities in a trust's portfolio. In
addition, from time to time the deposit insurance system is reviewed by
Congress and federal regulators, and proposed reforms of that system could,
among other things, further restrict the ways in which deposited moneys can be
used by banks or change the dollar amount or number of deposits insured for any
depositor. On October 3, 2008, EESA increased the maximum amount of federal
deposit insurance coverage payable as to any certificate of deposit from
$100,000 to $250,000 per depositor. The impact of this reform is unknown and
could reduce profitability as investment opportunities available to bank
institutions become more limited and as consumers look for savings vehicles
other than bank deposits. The sponsor makes no prediction as to what, if any,
manner of bank and thrift regulatory actions might ultimately be adopted or
what ultimate effect such actions might have on a trust's portfolio.

     The Federal Bank Holding Company Act of 1956 ("BHC Act") generally
prohibits a bank holding company from (i) acquiring, directly or indirectly,
more than 5% of the outstanding shares of any class of voting securities of a
bank or bank holding company; (ii) acquiring control of a bank or another bank
holding company; (iii) acquiring all or substantially all the assets of a bank;
or (iv) merging or consolidating with another bank holding company, without
first obtaining FRB approval. In considering an application with respect to any
such transaction, the FRB is required to consider a variety of factors,
including the potential anti-competitive effects of the transaction, the
financial condition and future prospects of the combining and resulting
institutions, the managerial resources of the resulting institution, the
convenience and needs of the communities the combined organization would serve,
the record of performance of each combining organization under the Community
Reinvestment Act and the Equal Credit Opportunity Act, and the prospective
availability to the FRB of information appropriate to determine ongoing
regulatory compliance with applicable banking laws. In addition, the federal
Change In Bank Control Act and various state laws impose limitations on the
ability of one or more individuals or other entities to acquire control of
banks or bank holding companies.

     The FRB has issued a policy statement on the payment of cash dividends by
bank holding companies in which the FRB expressed its view that a bank holding
company experiencing earnings weaknesses should not pay cash dividends which
exceed its net income or which could only be funded in ways that would weaken
its financial health, such as by borrowing. The FRB also may impose limitations
on the payment of dividends as a condition to its approval of certain
applications, including applications for approval of mergers and acquisitions.
The sponsor makes no prediction as to the effect, if any, such laws will have on
the securities in a trust or whether such approvals, if necessary, will be
obtained.

     Companies engaged in investment banking/brokerage and investment
management include brokerage firms, broker/dealers, investment banks, finance
companies and mutual fund companies. Earnings and share prices of companies in
this industry are quite volatile, and often exceed the volatility levels of the
market as a whole. Negative economic events in the credit markets have led some
firms to declare bankruptcy, forced short-notice sales to competing firms, or
required government intervention by the FDIC or through an infusions of
Troubled Asset Relief Program funds. Consolidation in the industry and the
volatility in the stock market have negatively impacted investors.

     Additionally, government intervention has required many financial
institutions to become bank holding companies under the BHC Act. Under the
system of functional regulation established under the BHC Act, the FRB
supervises bank holding companies as an umbrella regulator. The BHC Act and
regulations generally restrict bank holding companies from engaging in business
activities other than the business of banking and certain closely related
activities. The FRB and FDIC have also issued substantial risk-based and
leverage capital guidelines applicable to U.S. banking organizations. The
guidelines define a three-tier framework, requiring depository institutions to
maintain certain leverage ratios depending on the type of assets held. If any
depository institution controlled by a financial or bank holding company ceases
to meet capital or management standards, the FRB may impose corrective capital
and/or managerial requirements on the company and place limitations on its
ability to conduct broader financial activities. Furthermore, proposed
legislation will allow the Treasury and the FDIC to create a resolution regime
to "take over" bank and financial holding companies. The "taking over" would be
based on whether the firm is in default or in danger of defaulting and whether
such a default would have a serious adverse effect on the financial system or
the economy. This mechanism would only be used by the government in exceptional
circumstances to mitigate these effects. This type of intervention has unknown
risks and costs associated with it, which may cause unforeseeable harm in the
industry.

     Companies involved in the insurance industry are engaged in underwriting,
reinsuring, selling, distributing or placing of property and casualty, life or
health insurance. Other growth areas within the insurance industry include
brokerage, reciprocals, claims processors and multi-line insurance companies.
Interest rate levels, general economic conditions and price and marketing
competition affect insurance company profits. Property and casualty insurance
profits may also be affected by weather catastrophes and other disasters. Life
and health insurance profits may be affected by mortality and morbidity rates.
Individual companies may be exposed to material risks including reserve
inadequacy and the inability to collect from reinsurance carriers. Insurance
companies are subject to extensive governmental regulation, including the
imposition of maximum rate levels, which may not be adequate for some lines of
business. Proposed or potential tax law changes may also adversely affect
insurance companies' policy sales, tax obligations, and profitability. In
addition to the foregoing, profit margins of these companies continue to shrink
due to the commoditization of traditional businesses, new competitors, capital
expenditures on new technology and the pressures to compete globally.

     In addition to the normal risks of business, companies involved in the
insurance industry are subject to significant risk factors, including those
applicable to regulated insurance companies, such as: (i) the inherent
uncertainty in the process of establishing property-liability loss reserves,
particularly reserves for the cost of environmental, asbestos and mass tort
claims, and the fact that ultimate losses could materially exceed established
loss reserves which could have a material adverse effect on results of
operations and financial condition; (ii) the fact that insurance companies have
experienced, and can be expected in the future to experience, catastrophe
losses which could have a material adverse impact on their financial condition,
results of operations and cash flow; (iii) the inherent uncertainty in the
process of establishing property-liability loss reserves due to changes in loss
payment patterns caused by new claims settlement practices; (iv) the need for
insurance companies and their subsidiaries to maintain appropriate levels of
statutory capital and surplus, particularly in light of continuing scrutiny by
rating organizations and state insurance regulatory authorities, and in order
to maintain acceptable financial strength or claims-paying ability rating; (v)
the extensive regulation and supervision to which insurance companies'
subsidiaries are subject, various regulatory initiatives that may affect
insurance companies, and regulatory and other legal actions; (vi) the adverse
impact that increases in interest rates could have on the value of an insurance
company's investment portfolio and on the attractiveness of certain of its
products; (vii) the need to adjust the effective duration of the assets and
liabilities of life insurance operations in order to meet the anticipated cash
flow requirements of its policyholder obligations; and (viii) the uncertainty
involved in estimating the availability of reinsurance and the collectability
of reinsurance recoverables. This enhanced oversight into the insurance
industry may pose unknown risks to the sector as a whole.

     The state insurance regulatory framework has, during recent years, come
under increased federal scrutiny, and certain state legislatures have
considered or enacted laws that alter and, in many cases, increase state
authority to regulate insurance companies and insurance holding company
systems. Further, the National Association of Insurance Commissioners ("NAIC")
and state insurance regulators are re-examining existing laws and regulations,
specifically focusing on insurance companies, interpretations of existing laws
and the development of new laws. In addition, Congress and certain federal
agencies have investigated the condition of the insurance industry in the
United States to determine whether to promulgate additional federal regulation.
The sponsor is unable to predict whether any state or federal legislation will
be enacted to change the nature or scope of regulation of the insurance
industry, or what effect, if any, such legislation would have on the industry.

     All insurance companies are subject to state laws and regulations that
require diversification of their investment portfolios and limit the amount of
investments in certain investment categories. Failure to comply with these laws
and regulations would cause non-conforming investments to be treated as
non-admitted assets for purposes of measuring statutory surplus and, in some
instances, would require divestiture.

     Environmental pollution clean-up is the subject of both federal and state
regulation. By some estimates, there are thousands of potential waste sites
subject to clean up. The insurance industry is involved in extensive litigation
regarding coverage issues. The Comprehensive Environmental Response Compensation
and Liability Act of 1980 ("Superfund") and comparable state statutes
("mini-Superfund") govern the clean-up and restoration by "Potentially
Responsible Parties" ("PRPs"). Superfund and the mini-Superfunds ("Environmental
Clean-up Laws" or "ECLs") establish a mechanism to pay for clean-up of waste
sites if PRPs fail to do so, and to assign liability to PRPs. The extent of
liability to be allocated to a PRP is dependent on a variety of factors. The
extent of clean-up necessary and the assignment of liability has not been fully
established. The insurance industry is disputing many such claims. Key coverage
issues include whether Superfund response costs are considered damages under the
policies, when and how coverage is triggered, applicability of pollution
exclusions, the potential for joint and several liability and definition of an
occurrence. Similar coverage issues exist for clean up and waste sites not
covered under Superfund. To date, courts have been inconsistent in their rulings
on these issues. An insurer's exposure to liability with regard to its insureds
which have been, or may be, named as PRPs is uncertain. Superfund reform
proposals have been introduced in Congress, but none have been enacted. There
can be no assurance that any Superfund reform legislation will be enacted or
that any such legislation will provide for a fair, effective and cost-efficient
system for settlement of Superfund related claims.

     While current federal income tax law permits the tax-deferred accumulation
of earnings on the premiums paid by an annuity owner and holders of certain
savings-oriented life insurance products, no assurance can be given that future
tax law will continue to allow such tax deferrals. If such deferrals were not
allowed, consumer demand for the affected products would be substantially
reduced. In addition, proposals to lower the federal income tax rates through a
form of flat tax or otherwise could have, if enacted, a negative impact on the
demand for such products.

     Major determinants of future earnings of companies in the financial
services sector are the direction of the stock market, investor confidence,
equity transaction volume, the level and direction of long-term and short-term
interest rates, and the outlook for emerging markets. Negative trends in any of
these earnings determinants could have a serious adverse effect on the
financial stability, as well as the stock prices, of these companies.
Furthermore, there can be no assurance that the issuers of the securities
included in the trust will be able to respond in a timely manner to compete in
the rapidly developing marketplace. In addition to the foregoing, profit
margins of these companies continue to shrink due to the commoditization of
traditional businesses, new competitors, capital expenditures on new technology
and the pressures to compete globally.

     Foreign Securities Risk. If set forth in Part A of the prospectus, a
trust, or issuers of securities held by a trust, may invest in foreign issuers,
and therefore, an investment in such a trust involves some investment risks
that are different in some respects from an investment in a trust that invests
entirely in securities of domestic issuers. Those investment risks include
future political and governmental restrictions which might adversely affect the
payment or receipt of payment of dividends on the relevant securities, currency
exchange rate fluctuations, exchange control policies, and the limited
liquidity and small market capitalization of such foreign countries' securities
markets. 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. However, due to the nature of the issuers of
the securities included in the trust, the sponsor believes that adequate
information will be available to allow the sponsor to provide portfolio
surveillance.

     Certain of the securities in the trust may be in ADR or GDR form. ADRs,
American Depositary Receipts and GDRs, Global Depositary Receipts, represent
common stock deposited with a custodian in a depositary. American Depositary
Receipts and Global Depositary Receipts (collectively, the "Depositary
Receipts") are issued by a bank or trust company to evidence ownership of
underlying securities issued by a foreign corporation. These instruments may
not necessarily be denominated in the same currency as the securities into
which they may be converted. For purposes of the discussion herein, the terms
ADR and GDR generally include American Depositary Shares and Global Depositary
Shares, respectively.

     Depositary Receipts may be sponsored or unsponsored. In an unsponsored
facility, the depositary initiates and arranges the facility at the request of
market makers and acts as agent for the Depositary Receipts holder, while the
company itself is not involved in the transaction. In a sponsored facility, the
issuing company initiates the facility and agrees to pay certain administrative
and shareholder-related expenses. Sponsored facilities use a single depositary
and entail a contractual relationship between the issuer, the shareholder and
the depositary; unsponsored facilities involve several depositaries with no
contractual relationship to the company. The depositary bank that issues
Depositary Receipts generally charges a fee, based on the price of the
Depositary Receipts, upon issuance and cancellation of the Depositary Receipts.
This fee would be in addition to the brokerage commissions paid upon the
acquisition or surrender of the security. In addition, the depositary bank
incurs expenses in connection with the conversion of dividends or other cash
distributions paid in local currency into U.S. dollars and such expenses are
deducted from the amount of the dividend or distribution paid to holders,
resulting in a lower payout per underlying shares represented by the Depositary
Receipts than would be the case if the underlying share were held directly.
Certain tax considerations, including tax rate differentials and withholding
requirements, arising from the application of the tax laws of one nation to
nationals of another and from certain practices in the Depositary Receipts
market may also exist with respect to certain Depositary Receipts. In varying
degrees, any or all of these factors may affect the value of the Depositary
Receipts compared with the value of the underlying shares in the local market.
In addition, the rights of holders of Depositary Receipts may be different than
those of holders of the underlying shares, and the market for Depositary
Receipts may be less liquid than that for the underlying shares. Depositary
Receipts are registered securities pursuant to the Securities Act of 1933 and
may be subject to the reporting requirements of the Securities Exchange Act of
1934.

     For the securities that are Depositary Receipts, currency fluctuations
will affect the United States dollar equivalent of the local currency price of
the underlying domestic share and, as a result, are likely to affect the value
of the Depositary Receipts and consequently the value of the securities. The
foreign issuers of securities that are Depositary Receipts may pay dividends in
foreign currencies which must be converted into dollars. Most foreign
currencies have fluctuated widely in value against the United States dollar for
many reasons, including supply and demand of the respective currency, the
soundness of the world economy and the strength of the respective economy as
compared to the economies of the United States and other countries. Therefore,
for any securities of issuers (whether or not they are in Depositary Receipt
form) whose earnings are stated in foreign currencies, or which pay dividends
in foreign currencies or which are traded in foreign currencies, there is a
risk that their United States dollar value will vary with fluctuations in the
United States dollar foreign exchange rates for the relevant currencies.

     On January 1, 1999, Austria, Belgium, Finland, France, Germany, Ireland,
Italy, Luxembourg, the Netherlands, Portugal and Spain (eleven of the fifteen
member states of the European Union ("EU"), as of such date) established fixed
conversion rates between their existing sovereign currencies and the Euro. On
such date the Euro became the official currency of these eleven countries. The
participating countries do not control their own monetary policies by directing
independent interest rates for their currencies. Greece, Slovenia, Cyprus and
Malta have also adopted the Euro as their official currency. In these member
states, the authority to direct monetary policy, including money supply and
official interest rates for the Euro, is exercised by the European Central Bank.
The conversion of the national currencies of the participating countries to the
Euro could negatively impact the market rate of the exchange between such
currencies (or the Euro) and the U.S. dollar. As of January 1, 2013, there were
27 member states in the EU.

     In addition, European corporations, and other entities with significant
markets or operations in Europe (whether or not in the participating
countries), face strategic challenges as these entities adapt to a single
transnational currency. The Euro conversion may have a material impact on
revenues, expenses or income from operations; increase competition due to the
increased price transparency of EU markets; effect issuers' currency exchange
rate risk and derivatives exposure; disrupt current contracts; cause issuers to
increase spending on information technology updates required for the
conversion; and result in potential adverse tax consequences. The sponsor is
unable to predict what impact, if any, the Euro conversion will have on any of
the issuers of securities contained in a trust.

     Preferred Stock Risks. If set forth in Part A of the prospectus, a trust,
or issuers of securities held by a trust, may invest in preferred stock. If
this is the case, an investment in units should be made with an understanding
of the risks which an investment in preferred stocks entails, including the
risk that the financial condition of the issuers of the securities or the
general condition of the preferred stock market may worsen, and the value of
the preferred stocks and therefore the value of the units may decline.
Preferred stocks may be 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, market liquidity, and global or regional political, economic or
banking crises. Preferred stocks are also vulnerable to congressional
reductions in the dividends-received deduction which would adversely affect the
after-tax return to the investors who can take advantage of the deduction. Such
a reduction might adversely affect the value of preferred stocks in general.
Holders of preferred stocks, as owners of the entity, have rights to receive
payments from the issuers of those preferred stocks that are generally
subordinate to those of creditors of, or holders of debt obligations or, in
some cases, other senior preferred stocks of, such issuers. Preferred 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 senior preferred
stocks will create prior claims for payment of principal and interest and
senior dividends which could adversely affect the ability and inclination of
the issuer to declare or pay dividends on its preferred stock or the rights of
holders of preferred stock with respect to assets of the issuer upon
liquidation or bankruptcy. The value of preferred stocks is subject to market
fluctuations for as long as the preferred stocks remain outstanding, and thus
the value of the securities may be expected to fluctuate over the life of the
trust to values higher or lower than those prevailing on the initial date of
deposit.

     Trust Preferred Securities Risks. If set forth in Part A of the prospectus,
a trust, or issuers of securities held by a trust, may invest in trust preferred
securities. Holders of trust preferred securities incur risks in addition to or
slightly different than the typical risks of holding preferred stocks. Trust
preferred securities are limited-life preferred securities that are typically
issued by corporations, generally in the form of interest-bearing notes or
preferred securities issued by corporations, or by an affiliated business trust
of a corporation, generally in the form of beneficial interests in subordinated
debentures issued by the corporation, or similarly structured securities. The
maturity and dividend rate of the trust preferred securities are structured to
match the maturity and coupon interest rate of the interest-bearing notes,
preferred securities or subordinated debentures. Trust preferred securities
usually mature on the stated maturity date of the interest-bearing notes,
preferred securities or subordinated debentures and may be redeemed or
liquidated prior to the stated maturity date of such instruments for any reason
on or after their stated call date or upon the occurrence of certain
circumstances at any time. Trust preferred securities generally have a yield
advantage over traditional preferred stocks, but unlike preferred stocks,
distributions on the trust preferred securities are generally treated as
interest rather than dividends for federal income tax purposes. Unlike most
preferred stocks, distributions received from trust preferred securities are
generally not eligible for the dividends-received deduction. Certain of the
risks unique to trust preferred securities include: (i) distributions on trust
preferred securities will be made only if interest payments on the
interest-bearing notes, preferred securities or subordinated debentures are
made; (ii) a corporation issuing the interest-bearing notes, preferred
securities or subordinated debentures may defer interest payments on these
instruments for up to 20 consecutive quarters and if such election is made,
distributions will not be made on the trust preferred securities during the
deferral period; (iii) certain tax or regulatory events may trigger the
redemption of the interest-bearing notes, preferred securities or subordinated
debentures by the issuing corporation and result in prepayment of the trust
preferred securities prior to their stated maturity date; (iv) future
legislation may be proposed or enacted that may prohibit the corporation from
deducting its interest payments on the interest-bearing notes, preferred
securities or subordinated debentures for tax purposes, making redemption of
these instruments likely; (v) a corporation may redeem the interest-bearing
notes, preferred securities or subordinated debentures in whole at any time or
in part from time to time on or after a stated call date; (vi) trust preferred
securities holders have very limited voting rights; and (vii) payment of
interest on the interest-bearing notes, preferred securities or subordinated
debentures, and therefore distributions on the trust preferred securities, is
dependent on the financial condition of the issuing corporation.

     Convertible Securities Risks. If set forth in Part A of the prospectus, a
trust, or issuers of securities held by a trust, may invest in convertible
securities.

     Convertible securities generally offer lower interest or dividend yields
than non-convertible fixed-income securities of similar credit quality because
of the potential for capital appreciation. The market values of convertible
securities tend to decline as interest rates increase and, conversely, to
increase as interest rates decline. However, a convertible security's market
value also tends to reflect the market price of the common stock of the issuing
company, particularly when the stock price is greater than the convertible
security's conversion price. The conversion price is defined as the
predetermined price or exchange ratio at which the convertible security can be
converted or exchanged for the underlying common stock. As the market price of
the underlying common stock declines below the conversion price, the price of
the convertible security tends to be increasingly influenced more by the yield
of the convertible security than by the market price of the underlying common
stock. Thus, it may not decline in price to the same extent as the underlying
common stock, and convertible securities generally have less potential for gain
or loss than common stocks. However, mandatory convertible securities (as
discussed below) generally do not limit the potential for loss to the same
extent as securities convertible at the option of the holder. In the event of a
liquidation of the issuing company, holders of convertible securities would be
paid before that company's common stockholders. Consequently, an issuer's
convertible securities generally entail less risk than its common stock.
However, convertible securities fall below debt obligations of the same issuer
in order of preference or priority in the event of a liquidation and are
typically unrated or rated lower than such debt obligations. In addition,
contingent payment, convertible securities allow the issuer to claim deductions
based on its nonconvertible cost of debt, which generally will result in
deduction in excess of the actual cash payments made on the securities (and
accordingly, holders will recognize income in amounts in excess of the cash
payments received).

     Mandatory convertible securities are distinguished as a subset of
convertible securities because the conversion is not optional and the
conversion price at maturity is based solely upon the market price of the
underlying common stock, which may be significantly less than par or the price
(above or below par) paid. For these reasons, the risks associated with
investing in mandatory convertible securities most closely resemble the risks
inherent in common stocks. Mandatory convertible securities customarily pay a
higher coupon yield to compensate for the potential risk of additional price
volatility and loss upon conversion. Because the market price of a mandatory
convertible security increasingly corresponds to the market price of its
underlying common stock as the convertible security approaches its conversion
date, there can be no assurance that the higher coupon will compensate for the
potential loss.

     Senior Loan Risks. If set forth in Part A of the prospectus, a trust, or
issuers of securities held by a trust, may invest in senior loans.

     Senior loans in which a Closed-End Fund or an ETF may invest:

     o    generally are of below investment-grade credit quality;

     o    may be unrated at the time of investment;

     o    generally are not registered with the SEC or any state securities
          commission; and

     o    generally are not listed on any securities exchange.

     The amount of public information available on senior loans generally will
be less extensive than that available for other types of assets.

     No reliable, active trading market currently exists for many senior loans,
although a secondary market for certain senior loans has developed over the past
several years. Senior loans are thus relatively illiquid. Liquidity relates to
the ability of a Closed-End Fund or an ETF to sell an investment in a timely
manner at a price approximately equal to its value on the Closed-End Fund's or
the ETF's books. The illiquidity of senior loans may impair a Closed-End Fund's
or an ETF's ability to realize the full value of its assets in the event of a
voluntary or involuntary liquidation of such assets. Because of the lack of an
active trading market, illiquid securities are also difficult to value and
prices provided by external pricing services may not reflect the true value of
the securities. However, many senior loans are of a large principal amount and
are held by a large number of financial institutions. To the extent that a
secondary market does exist for certain senior loans, the market may be subject
to irregular trading activity, wide bid/ask spreads and extended trade
settlement periods. The market for senior loans could be disrupted in the event
of an economic downturn or a substantial increase or decrease in interest rates.
This could result in increased volatility in the market and in the trusts' net
asset value.

     If legislation or state or federal regulators impose additional
requirements or restrictions on the ability of financial institutions to make
loans that are considered highly leveraged transactions, the availability of
senior loans for investment by the Closed-End Funds or the ETFs may be
adversely affected. In addition, such requirements or restrictions could reduce
or eliminate sources of financing for certain borrowers. This would increase
the risk of default. If legislation or federal or state regulators require
financial institutions to dispose of senior loans that are considered highly
leveraged transactions or subject such senior loans to increased regulatory
scrutiny, financial institutions may determine to sell such senior loans. Such
sales could result in depressed prices. If a Closed-End Fund or an ETF attempts
to sell a senior loan at a time when a financial institution is engaging in
such a sale, the price a Closed-End Fund or an ETF could get for the senior
loan may be adversely affected.

     Some senior loans are subject to the risk that a court, pursuant to
fraudulent conveyance or other similar laws, could subordinate the senior loans
to presently existing or future indebtedness of the borrower or take other
action detrimental to lenders. Such court action could under certain
circumstances include invalidation of senior loans. Any lender, which could
include a Closed-End Fund or and ETF, is subject to the risk that a court could
find the lender liable for damages in a claim by a borrower arising under the
common laws of tort or contracts or anti-fraud provisions of certain securities
laws for actions taken or omitted to be taken by the lenders under the relevant
terms of a loan agreement or in connection with actions with respect to the
collateral underlying the senior loan.

     Floating-Rate Securities Risk. If set forth in Part A of the prospectus, a
trust, or issuers of securities held by a trust may invest in floating-rate
securities. Certain Closed-End Funds or ETFs held by the trust may invest in
securities that are structured as floating-rate instruments in which the
interest rate payable on the obligations fluctuates on a periodic basis based
upon changes in a base lending rate. As a result, the yield on these securities
will generally decline in a falling interest rate environment, causing the
Closed-End Funds or ETFs to experience a reduction in the income they receive
from these securities. A sudden and significant increase in market interest
rates may increase the risk of payment defaults and cause a decline in the
value of these investments and the value of the Closed-End Funds or the ETFs
held by the trust.

     Small-Capitalization and Mid-Capitalization Stocks Risk. If set forth in
Part A of the prospectus, a trust may invest in small-capitalization or
mid-capitalization stocks. Investing in small-capitalization stocks or
mid-capitalization stocks may involve greater risk than investing in
large-capitalization stocks, since they can be subject to more abrupt or erratic
price movements. Many small market capitalization companies ("Small-Cap
Companies") or middle market capitalization companies ("Mid-Cap Companies") will
have had their securities publicly traded, if at all, for only a short period of
time and will not have had the opportunity to establish a reliable trading
pattern through economic cycles. The price volatility of Small-Cap Companies and
Mid-Cap Companies is relatively higher than larger, older and more mature
companies. The greater price volatility of Small-Cap Companies and Mid-Cap
Companies may result from the fact that there may be less market liquidity, less
information publicly available or fewer investors who monitor the activities of
these companies. In addition, the market prices of these securities may exhibit
more sensitivity to changes in industry or general economic conditions. Some
Small-Cap Companies or Mid-Cap Companies will not have been in existence long
enough to experience economic cycles or to demonstrate whether they are
sufficiently well managed to survive downturns or inflationary periods. Further,
a variety of factors may affect the success of a company's business beyond the
ability of its management to prepare or compensate for them, including domestic
and international political developments, government trade and fiscal policies,
patterns of trade and war or other military conflict which may affect industries
or markets or the economy generally.

Administration of the Trust

     Distributions to Unitholders. Income received by a trust is credited by
the trustee to the Income Account of the trust. Other receipts are credited to
the Capital Account of a trust. Income received by a trust will be distributed
on or shortly after the distribution dates each year shown in the prospectus on
a pro rata basis to unitholders of record as of the preceding record date shown
in the prospectus. However, if set forth in Part A of the prospectus that the
trust will prorate distributions on an annual basis ("Income Averaging"), then
income received by the trust will be distributed on a prorated basis of
one-twelfth of the estimated annual income to the trust for the ensuing 12
months. All distributions will be net of applicable expenses. There is no
assurance that any actual distributions will be made since all dividends
received may be used to pay expenses. In addition, excess amounts from the
Capital Account of a trust, if any, will be distributed at least annually to
the unitholders then of record. Proceeds received from the disposition of any
of the securities after a record date and prior to the following distribution
date will be held in the Capital Account and not distributed until the next
distribution date applicable to the Capital Account. The trustee shall be
required to make a distribution from the Capital Account if the cash balance on
deposit therein available for distribution shall be sufficient to distribute at
least $1.00 per 100 units. The trustee is not required to pay interest on funds
held in the Capital or Income Accounts (but may itself earn interest thereon
and therefore benefits from the use of such funds). The trustee is authorized
to reinvest any funds held in the Capital or Income Accounts, pending
distribution, in U.S. Treasury obligations which mature on or before the next
applicable distribution date. Any obligations so acquired must be held until
they mature and proceeds therefrom may not be reinvested.

     The distribution to the unitholders as of each record date will be made on
the following distribution date or shortly thereafter and shall consist of an
amount substantially equal to such portion of the unitholders' pro rata share of
the dividend distributions then held in the Income Account after deducting
estimated expenses. Because dividends are not received by a trust at a constant
rate throughout the year, such distributions to unitholders are expected to
fluctuate. However, if the trust uses Income Averaging, the trust prorates the
income distribution on an annual basis and annual income distributions are
expected to vary from year to year. If the amount on deposit in the Income
Account is insufficient for payment of the amount of income to be distributed on
a monthly basis, the trustee shall advance out of its own funds and cause to be
deposited in and credited to such Income Account such amount as may be required
to permit payment of the monthly income distribution. The trustee shall be
entitled to be reimbursed by the trust, without interest, out of income received
by the trust subsequent to the date of such advance and subject to the condition
that any such reimbursement shall be made only if it will not reduce the funds
in or available for the Income Account to an amount less than required for the
next ensuing distribution. Persons who purchase units will commence receiving
distributions only after such person becomes a record owner. A person will
become the owner of units, and thereby a unitholder of record, on the date of
settlement provided payment has been received. Notification to the trustee of
the transfer of units is the responsibility of the purchaser, but in the normal
course of business such notice is provided by the selling broker-dealer.

     The trustee will periodically deduct from the Income Account of a trust
and, to the extent funds are not sufficient therein, from the Capital Account
of a trust amounts necessary to pay the expenses of a trust. The trustee also
may withdraw from said accounts such amounts, if any, as it deems necessary to
establish a reserve for any governmental charges payable out of a trust.
Amounts so withdrawn shall not be considered a part of a trust's assets until
such time as the trustee shall return all or any part of such amounts to the
appropriate accounts. In addition, the trustee may withdraw from the Income and
Capital Accounts of a trust such amounts as may be necessary to cover
redemptions of units.

     Distribution Reinvestment. Unitholders may elect to have distributions of
capital (including capital gains) or dividends, if any, or both automatically
invested into additional units of their trust without a sales fee.

     Unitholders who are receiving distributions in cash may elect to
participate in distribution reinvestment by filing with the Program Agent an
election to have such distributions reinvested without charge. Such election
must be received by the Program Agent at least ten days prior to the record
date applicable to any distribution in order to be in effect for such record
date. Any such election shall remain in effect until a subsequent notice is
received by the Program Agent.

     The Program Agent is The Bank of New York Mellon. All inquiries concerning
participating in distribution reinvestment should be directed to The Bank of
New York Mellon at its Unit Investment Trust Division office.

     Statements to Unitholders. With each distribution, the trustee will
furnish to each registered holder a statement of the amount of income and the
amount of other receipts, if any, which are being distributed, expressed in
each case as a dollar amount per unit.

     The accounts of a trust will not be audited annually unless the sponsor
determines that such an audit would be in the best interest of the unitholders
of the trust. If an audit is conducted, it will be done at the related trust's
expense, by independent public accountants designated by the sponsor. The
accountants' report will be furnished by the trustee to any unitholder upon
written request. Within a reasonable period of time after the end of each
calendar year, the trustee shall furnish to each person who at any time during
the calendar year was a unitholder of a trust a statement, covering the
calendar year, generally setting forth for the trust:

     (A)  As to the Income Account:

          (1)  Income received;

          (2)  Deductions for applicable taxes and for fees and expenses of the
               trust and for redemptions of units, if any; and

          (3)  The balance remaining after such distributions and deductions,
               expressed in each case both as a total dollar amount and as a
               dollar amount representing the pro rata share of each unit
               outstanding on the last business day of such calendar year; and

     (B)  As to the Capital Account:

          (1)  The dates of disposition of any securities and the net proceeds
               received therefrom;

          (2)  Deductions for payment of applicable taxes and fees and expenses
               of the trust; and

          (3)  The balance remaining after such distributions and deductions
               expressed both as a total dollar amount and as a dollar amount
               representing the pro rata share of each unit outstanding on the
               last business day of such calendar year; and

     (C)  The following information:

          (1)  A list of the securities as of the last business day of such
               calendar year;

          (2)  The number of units outstanding on the last business day of such
               calendar year;

          (3)  The redemption price based on the last evaluation made during
               such calendar year; and

          (4)  The amount actually distributed during such calendar year from
               the Income and Capital Accounts separately stated, expressed both
               as total dollar amounts and as dollar amounts per unit
               outstanding on the record dates for each such distribution.

     Rights of Unitholders. A unitholder may at any time tender units to the
trustee for redemption. The death or incapacity of any unitholder will not
operate to terminate a trust nor entitle legal representatives or heirs to
claim an accounting or to bring any action or proceeding in any court for
partition or winding up of a trust. No unitholder shall have the right to
control the operation and management of a trust in any manner, except to vote
with respect to the amendment of the trust agreement or termination of a
trust.

     Amendment and Termination. The trust agreement may be amended by the
trustee and the sponsor without the consent of any of the unitholders: (i) to
cure any ambiguity or to correct or supplement any provision which may be
defective or inconsistent; (ii) to change any provision thereof as may be
required by the Securities and Exchange Commission or any successor governmental
agency; (iii) to make such provisions as shall not materially adversely affect
the interests of the unitholders; or (iv) to make such other amendments as may
be necessary for a trust to qualify as a regulated investment company, in the
case of a trust which has elected to qualify as such. The trust agreement with
respect to any trust may also be amended in any respect by the sponsor and the
trustee, or any of the provisions thereof may be waived, with the consent of the
holders of units representing 66 2/3% of the units then outstanding of the
trust, provided that no such amendment or waiver will reduce the interest of any
unitholder thereof without the consent of such unitholder or reduce the
percentage of units required to consent to any such amendment or waiver without
the consent of all unitholders of the trust. In no event shall the trust
agreement be amended to increase the number of units of a trust issuable
thereunder, to permit the acquisition of any securities in addition to or in
substitution for those initially deposited in the trust or to adversely affect
the characterization of a trust as a regulated investment company for federal
income tax purposes, except in accordance with the provisions of the trust
agreement. The trustee shall promptly notify unitholders of the substance of any
such amendment.

     The trust agreement provides that a trust shall terminate upon the
liquidation, redemption or other disposition of the last of the securities held
in the trust but in no event is it to continue beyond the mandatory termination
date set forth in Part A of the prospectus. If the value of a trust shall be
less than the applicable minimum value stated in the prospectus, the trustee
may, in its discretion, and shall, when so directed by the sponsor, terminate
the trust. A trust may be terminated at any time by the holders of units
representing 66 2/3% of the units thereof then outstanding. In addition, the
sponsor may terminate a trust if it is based on a security index and the index
is no longer maintained.

     Beginning nine business days prior to, but no later than, the mandatory
termination date described in the prospectus, the trustee may begin to sell all
of the remaining underlying securities on behalf of unitholders in connection
with the termination of the trust. The sponsor may assist the trustee in these
sales and receive compensation to the extent permitted by applicable law. The
sale proceeds will be net of any incidental expenses involved in the sales.

     The trustee will attempt to sell the securities as quickly as it can
during the termination proceedings without, in its judgment, materially
adversely affecting the market price of the securities, but it is expected that
all of the securities will in any event be disposed of within a reasonable time
after a trust's termination. The sponsor does not anticipate that the period
will be longer than one month, and it could be as short as one day, depending
on the liquidity of the securities being sold. The liquidity of any security
depends on the daily trading volume of the security and the amount that the
sponsor has available for sale on any particular day. Of course, no assurances
can be given that the market value of the securities will not be adversely
affected during the termination proceedings.

     Within a reasonable period after termination, the trustee will sell any
securities remaining in a trust and, after paying all expenses and charges
incurred by the trust, will distribute to unitholders thereof their pro rata
share of the balances remaining in the Income and Capital Accounts of the
trust.

     The sponsor currently intends, but is not obligated, to offer for sale
units of a subsequent series of certain trusts at approximately one year after
the inception date of such trusts. If the sponsor does offer such units for
sale, unitholders may be given the opportunity to purchase such units at a
public offering price which includes a reduced sales fee. There is, however, no
assurance that units of any new series of a trust will be offered for sale at
that time, or if offered, that there will be sufficient units available for
sale to meet the requests of any or all unitholders.

     The Trustee. The trustee is The Bank of New York Mellon, a trust company
organized under the laws of New York. The Bank of New York Mellon has its Unit
Investment Trust Division offices at 2 Hanson Place, 12th Fl., Brooklyn, New
York 11217, telephone 1-800-701-8178. The Bank of New York Mellon 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, whose duties are ministerial in nature, has not participated
in selecting the portfolio of any trust. In accordance with the trust
agreement, the trustee shall keep records of all transactions at its office.
Such records shall include the name and address of, and the number of units
held by, every unitholder of a trust. Such books and records shall be open to
inspection by any unitholder at all reasonable times during usual business
hours. The trustee shall make such annual or other reports as may from time to
time be required under any applicable state or federal statute, rule or
regulation. The trustee shall keep a certified copy or duplicate original of
the trust agreement on file in its office available for inspection at all
reasonable times during usual business hours by any unitholder, together with a
current list of the securities held in each trust. Pursuant to the trust
agreement, the trustee may employ one or more agents for the purpose of custody
and safeguarding of securities comprising a trust.

     Under the trust agreement, the trustee or any successor trustee may resign
and be discharged of a trust created by the trust agreement by executing an
instrument in writing and filing the same with the sponsor. The trustee or
successor trustee must mail a copy of the notice of resignation to all
unitholders then of record, not less than sixty days before the date specified
in such notice when such resignation is to take effect. The sponsor upon
receiving notice of such resignation is obligated to appoint a successor
trustee promptly. If, upon such resignation, no successor trustee has been
appointed and has accepted the appointment within thirty days after
notification, the retiring trustee may apply to a court of competent
jurisdiction for the appointment of a successor. The sponsor may at any time
remove the trustee, with or without cause, and appoint a successor trustee as
provided in the trust agreement. Notice of such removal and appointment shall
be mailed to each unitholder by the sponsor. Upon execution of a written
acceptance of such appointment by such successor trustee, all the rights,
powers, duties and obligations of the original trustee shall vest in the
successor. The trustee must be a corporation organized under the laws of the
United States, or any state thereof, be authorized under such laws to exercise
trust powers and have at all times an aggregate capital, surplus and undivided
profits of not less than $5,000,000.

     The Sponsor. Guggenheim Funds Distributors, LLC specializes in the
creation, development and distribution of investment solutions for advisors and
their valued clients. Guggenheim Funds Distributors, LLC was created as Ranson
& Associates, Inc. in 1995 and is the successor sponsor to unit investment
trusts formerly sponsored by EVEREN Unit Investment Trusts, a service of EVEREN
Securities, Inc. Guggenheim Funds Distributors, LLC is also the sponsor and
successor sponsor of Series of Ranson Unit Investment Trusts and The Kansas
Tax-Exempt Trust and Multi-State Series of The Ranson Municipal Trust. On
October 29, 2001, Ranson & Associates, Inc. was acquired by Claymore Group LLC.
The sale to Claymore Group LLC was financed by a loan from The Bank of New York
Mellon, the trustee. In November 2001, the sponsor changed its name from Ranson
& Associates, Inc. to Claymore Securities, Inc. On October 14, 2009, Guggenheim
Partners, LLC acquired Claymore Securities, Inc. Since the finalization of the
acquisition, Claymore Securities, Inc. has been operating as a subsidiary of
Guggenheim Partners, LLC. On September 27, 2010, Claymore Securities, Inc.
officially changed its name to Guggenheim Funds Distributors, LLC.

     Guggenheim Funds Distributors, LLC has been active in public and corporate
finance, has underwritten closed-end funds and has sold bonds, mutual funds,
closed-end funds, exchange-traded funds, structured products and unit
investment trusts and maintained secondary market activities relating thereto.
At present, Guggenheim Funds Distributors, LLC which is a member of the
Financial Industry Regulatory Authority (FINRA), is the sponsor to each of the
above-named unit investment trusts. The sponsor's offices are located at 2455
Corporate West Drive, Lisle, Illinois 60532.

     If at any time the sponsor shall fail to perform any of its duties under
the trust agreement or shall become incapable of acting or shall be adjudged a
bankrupt or insolvent or shall have its affairs taken over by public
authorities, then the trustee may (i) appoint a successor sponsor at rates of
compensation deemed by the trustee to be reasonable and not exceeding such
reasonable amounts as may be prescribed by the Securities and Exchange
Commission; or (ii) terminate the trust agreement and liquidate any trust as
provided therein; or (iii) continue to act as trustee without terminating the
trust agreement.

     The Supervisor and the Evaluator. Guggenheim Funds Distributors, LLC, the
sponsor, also serves as evaluator and supervisor. The evaluator and supervisor
may resign or be removed by the trustee in which event the trustee is to use
its best efforts to appoint a satisfactory successor. Such resignation or
removal shall become effective upon acceptance of appointment by the successor
evaluator. If upon resignation of the evaluator no successor has accepted
appointment within thirty days after notice of resignation, the evaluator may
apply to a court of competent jurisdiction for the appointment of a successor.
Notice of such registration or removal and appointment shall be mailed by the
trustee to each unitholder. As evaluator, Guggenheim Funds Distributors, LLC
utilizes the trustee to perform certain evaluation services.

     Limitations on Liability. The sponsor is liable for the performance of its
obligations arising from its responsibilities under the trust agreement, but
will be under no liability to the unitholders for taking any action or
refraining from any action in good faith pursuant to the trust agreement or for
errors in judgment, except in cases of its own gross negligence, bad faith or
willful misconduct or its reckless disregard for its duties thereunder. The
sponsor shall not be liable or responsible in any way for depreciation or loss
incurred by reason of the sale of any securities.

     The trust agreement provides that the trustee shall be under no liability
for any action taken in good faith in reliance upon prima facie properly
executed documents or for the disposition of moneys, securities or certificates
except by reason of its own gross negligence, bad faith or willful misconduct,
or its reckless disregard for its duties under the trust agreement, nor shall
the trustee be liable or responsible in any way for depreciation or loss
incurred by reason of the sale by the trustee of any securities. In the event
that the sponsor shall fail to act, the trustee may act and shall not be liable
for any such action taken by it in good faith. The trustee shall not be
personally liable for any taxes or other governmental charges imposed upon or
in respect of the securities or upon the interest thereof. In addition, the
trust agreement contains other customary provisions limiting the liability of
the trustee.

     The unitholders may rely on any evaluation furnished by the evaluator and
shall have no responsibility for the accuracy thereof. The trust agreement
provides that the determinations made by the evaluator shall be made in good
faith upon the basis of the best information available to it, provided, however,
that the evaluator shall be under no liability to the trustee or unitholders for
errors in judgment, but shall be liable for its gross negligence, bad faith or
willful misconduct or its reckless disregard for its obligations under the trust
agreement.

Expenses of the Trust

     The sponsor does not charge a trust an annual advisory fee. The sponsor
will receive a portion of the sale commissions paid in connection with the
purchase of units and will share in profits, if any, related to the deposit of
securities in the trust. The sponsor and/or its affiliates do, also, receive an
annual fee as set forth in Part A of the prospectus for maintaining
surveillance over the portfolio and for performing certain administrative
services for the trust (the "Sponsor's Supervisory Fee"). In providing such
supervisory services, the sponsor may purchase research from a variety of
sources, which may include dealers of the trusts. If so provided in Part A of
the prospectus, the sponsor may also receive an annual fee for providing
bookkeeping and administrative services for a trust (the "Bookkeeping and
Administrative Fee"). Such services may include, but are not limited to, the
preparation of various materials for unitholders and providing account
information to the unitholders. If so provided in Part A of the prospectus, the
evaluator may also receive an annual fee for performing evaluation services for
the trusts (the "Evaluator's Fee"). In addition, if so provided in Part A of
the prospectus, a trust may be charged an annual licensing fee to cover
licenses for the use of service marks, trademarks, trade names and intellectual
property rights and/or for the use of databases and research. The trust will
bear all operating expenses. Estimated annual trust operating expenses are as
set forth in Part A of the prospectus; if actual expenses are higher than the
estimate, the excess will be borne by the trust. The estimated expenses include
listing fees but do not include the brokerage commissions and other
transactional fees payable by the trust in purchasing and selling securities.

     The trustee receives for its services that fee set forth in Part A of the
prospectus. The trustee's fee, which is paid monthly, is based on the largest
number of units of a trust outstanding at any time during the primary offering
period. After the primary offering period, the fee shall accrue daily and be
based on the number of units outstanding on the first business day of each
calendar year in which the fee is calculated or the number of units outstanding
at the end of the primary offering period, as appropriate. The Sponsor's
Supervisory Fee, the Bookkeeping and Administrative Fee and the Evaluator's Fee
are paid monthly and are based on the largest number of units of a trust
outstanding at any time during the primary offering period. After the primary
offering period, these fees shall accrue daily and be based on the number of
units outstanding on the first business day of each calendar year in which a fee
is calculated or the number of units outstanding at the end of the primary
offering period, as appropriate. The trustee benefits to the extent there are
funds for future distributions, payment of expenses and redemptions in the
Capital and Income Accounts since these Accounts are non-interest bearing and
the amounts earned by the trustee are retained by the trustee. Part of the
trustee's compensation for its services to a trust is expected to result from
the use of these funds. In addition, the Sponsor's Supervisory Fee, Bookkeeping
and Administrative Fee, Evaluator's Fee and the Trustee's Fee may be adjusted in
accordance with the cumulative percentage increase of the United States
Department of Labor's Consumer Price Index entitled "All Services Less Rent"
since the establishment of the trust. In addition, with respect to any fees
payable to the sponsor or an affiliate of the sponsor for providing bookkeeping
and other administrative services, supervisory services and evaluation services,
such individual fees may exceed the actual costs of providing such services for
a trust, but at no time will the total amount received for such services, in the
aggregate, rendered to all unit investment trusts of which Guggenheim Funds
Distributors, LLC is the sponsor in any calendar year exceed the actual cost to
the sponsor or its affiliates of supplying such services, in the aggregate, in
such year. In addition, the trustee may reimburse the sponsor out of its own
assets for services performed by employees of the sponsor in connection with the
operation of your trust.

     The trust will also pay a fee to the sponsor for creating and developing
the trust, including determining the trust objective, policies, composition and
size, selecting service providers and information services, and for providing
other similar administrative and ministerial functions. Your trust pays this
"creation and development fee" as a fixed dollar amount at the close of the
initial offering period. The sponsor does not use the fee to pay distribution
expenses or as compensation for sales efforts.

     The following additional charges are or may be incurred by the trust: (i)
fees for the trustee's extraordinary services; (ii) expenses of the trustee
(including legal and auditing expenses, but not including any fees and expenses
charged by an agent for custody and safeguarding of securities) and of counsel,
if any; (iii) various governmental charges; (iv) expenses and costs of any
action taken by the trustee to protect the trust or the rights and interests of
the unitholders; (v) indemnification of the trustee for any loss, liability or
expense incurred by it in the administration of the trust not resulting from
gross negligence, bad faith or willful misconduct on its part; (vi)
indemnification of the sponsor for any loss, liability or expense incurred in
acting in that capacity without gross negligence, bad faith or willful
malfeasance or its reckless disregard for its obligations under the trust
agreement; (vii) any offering costs incurred after the end of the initial
offering period; and (viii) expenditures incurred in contacting unitholders
upon termination of the trust. The fees and expenses set forth herein are
payable out of a trust and, when owing to the trustee, are secured by a lien on
the trust. Since the securities are all stocks, and the income stream produced
by dividend payments, if any, is unpredictable, the sponsor cannot provide any
assurance that dividends will be sufficient to meet any or all expenses of a
trust. If the balances in the Income and Capital Accounts are insufficient to
provide for amounts payable by the trust, the trustee has the power to sell
securities to pay such amounts. These sales may result in capital gains or
losses to unitholders. It is expected that the income stream produced by
dividend payments may be insufficient to meet the expenses of a trust and,
accordingly, it is expected that securities will be sold to pay all of the fees
and expenses of the trust.

     The trust shall also bear the expenses associated with updating the
trust's registration statement and maintaining registration or qualification of
the units and/or a trust under federal or state securities laws subsequent to
initial registration. Such expenses shall include legal fees, accounting fees,
typesetting fees, electronic filing expenses and regulatory filing fees. The
expenses associated with updating registration statements have been
historically paid by a unit investment trust's sponsor.

Portfolio Transactions and Brokerage Allocation

     When a trust sells securities, the composition and diversity of the
securities in the trust may be altered. In order to obtain the best price for a
trust, it may be necessary for the supervisor to specify minimum amounts (such
as 100 shares) in which blocks of securities are to be sold. In effecting
purchases and sales of a trust's portfolio securities, the sponsor may direct
that orders be placed with and brokerage commissions be paid to brokers,
including brokers which may be affiliated with the trust, the sponsor or
dealers participating in the offering of units.

Purchase, Redemption and Pricing of Units

     Public Offering Price. Units of a trust are offered at the public offering
price (which is based on the aggregate underlying value of the securities in
the trust and includes the sales fee plus a pro rata share of any accumulated
amounts in the accounts of the trust). The maximum sales fee is set forth in
Part A of the prospectus. During the initial offering period, a portion of the
public offering price includes an amount of securities to pay for all or a
portion of the costs incurred in establishing a trust ("organization costs").
These organization costs include the cost of preparing the registration
statement, the trust indenture and other closing documents, registering units
with the Securities and Exchange Commission and states, the initial audit of
the trust portfolio, legal fees, fees paid to a portfolio consultant for
assisting the sponsor in selecting the trust's portfolio, and the initial fees
and expenses of the trustee. These costs will be deducted from a trust as of
the end of the initial offering period or after six months, at the discretion
of the sponsor. As indicated above, the initial public offering price of the
units was established by dividing the aggregate underlying value of the
securities by the number of units outstanding. Such price determination as of
the opening of business on the date a trust was created was made on the basis
of an evaluation of the securities in the trust prepared by the evaluator.
After the opening of business on this date, the evaluator will appraise or
cause to be appraised daily the value of the underlying securities as of the
close of the New York Stock Exchange on days the New York Stock Exchange is
open and will adjust the public offering price of the units commensurate with
such valuation. Such public offering price will be effective for all orders
properly received at or prior to the close of trading on the New York Stock
Exchange on each such day. Orders received by the trustee, sponsor or any
dealer for purchases, sales or redemptions after that time, or on a day when
the New York Stock Exchange is closed, will be held until the next
determination of price.

     The value of the securities is determined on each business day by the
evaluator based on the closing sale prices on a national securities exchange or
the Nasdaq National Market System or by taking into account the same factors
referred to under "Computation of Redemption Price."

     Public Distribution of Units. During the initial offering period, units of
a trust will be distributed to the public at the public offering price thereof.
Upon the completion of the initial offering, units which remain unsold or which
may be acquired in the secondary market may be offered at the public offering
price determined in the manner provided above.

     The sponsor intends to qualify units of a trust for sale in a number of
states. Units will be sold through dealers who are members of the FINRA and
through others. Broker-dealers and others will be allowed a concession or
agency commission in connection with the distribution of units during the
initial offering period as set forth in the prospectus.

     Certain commercial banks may be making units of a trust available to their
customers on an agency basis. Furthermore, as a result of certain legislative
changes effective November 1999, banks are no longer prohibited from certain
affiliations with securities firms. This new legislation grants banks new
authority to conduct certain authorized activity, such as sales of units,
through financial subsidiaries. A portion of the sales charge discussed above is
retained by or remitted to the banks or their financial subsidiaries for these
agency and brokerage transactions. The sponsor reserves the right to change the
concessions or agency commissions set forth in the prospectus from time to time.
In addition to such concessions or agency commissions, the sponsor may, from
time to time, pay or allow additional concessions or agency commissions, in the
form of cash or other compensation, to dealers employing registered
representatives who sell, during a specified time period, a minimum dollar
amount of units of unit investment trusts underwritten by the sponsor. At
various times the sponsor may implement programs under which the sales force of
a broker or dealer may be eligible to win nominal awards for certain sales
efforts, or under which the sponsor will reallow to any such broker or dealer
that sponsors sales contests or recognition programs conforming to criteria
established by the sponsor, or participates in sales programs sponsored by the
sponsor, an amount not exceeding the total applicable sales charges on the sales
generated by such person at the public offering price during such programs.
Also, the sponsor in its discretion may from time to time pursuant to objective
criteria established by the sponsor pay fees to qualifying brokers or dealers
for certain services or activities which are primarily intended to result in
sales of units of a trust. Such payments are made by the sponsor out of its own
assets, and not out of the assets of any trust. These programs will not change
the price unitholders pay for their units or the amount that a trust will
receive from the units sold. The difference between the discount and the sales
charge will be retained by the sponsor.

     The sponsor reserves the right to reject, in whole or in part, any order
for the purchase of units.

     Sponsor Profits. The sponsor will receive gross sales fees equal to the
percentage of the public offering price of the units of a trust described in
the prospectus. In addition, the sponsor may realize a profit (or sustain a
loss) as of the date a trust is created resulting from the difference between
the purchase prices of the securities to the sponsor and the cost of such
securities to the trust. Thereafter, on subsequent deposits the sponsor may
realize profits or sustain losses from such deposits. The sponsor may realize
additional profits or losses during the initial offering period on unsold units
as a result of changes in the daily market value of the securities in the
trust.

     Market for Units. After the initial offering period, the sponsor may
maintain a market for units of a trust offered hereby and continuously offer to
purchase said units at prices, determined by the evaluator, based on the value
of the underlying securities. Unitholders who wish to dispose of their units
should inquire of their broker as to current market prices in order to
determine whether there is in existence any price in excess of the redemption
price and, if so, the amount thereof. The offering price of any units resold by
the sponsor will be in accord with that described in the currently effective
prospectus describing such units. Any profit or loss resulting from the resale
of such units will belong to the sponsor. If the sponsor decides to maintain a
secondary market, it may suspend or discontinue purchases of units of the trust
if the supply of units exceeds demand, or for other business reasons.

     Redemption. A unitholder who does not dispose of units in the secondary
market described above may cause units to be redeemed by the trustee by making
a written request to the trustee at its Unit Investment Trust Division office
in the city of New York. Unitholders must sign the request, and such transfer
instrument, exactly as their names appear on the records of the trustee. If the
amount of the redemption is $500 or less and the proceeds are payable to the
unitholder(s) of record at the address of record, no signature guarantee is
necessary for redemptions by individual account owners (including joint
owners). Additional documentation may be requested, and a signature guarantee
is always required, from corporations, executors, administrators, trustees,
guardians or associations. The signatures must be guaranteed by a participant
in the Securities Transfer Agents Medallion Program ("STAMP") or such other
signature guaranty program in addition to, or in substitution for, STAMP, as
may be accepted by the trustee.

     Redemption shall be made by the trustee no later than the third business
day following the day on which a tender for redemption is received (the
"Redemption Date") by payment of cash equivalent to the redemption price,
determined as set forth below under "Computation of Redemption Price," as of
the close of the New York Stock Exchange next following such tender, multiplied
by the number of units being redeemed. Any units redeemed shall be canceled and
any undivided fractional interest in the related trust extinguished. The price
received upon redemption might be more or less than the amount paid by the
unitholder depending on the value of the securities in the trust at the time of
redemption. Certain broker-dealers may charge a transaction fee for processing
redemption request.

     Under regulations issued by the Internal Revenue Service, the trustee is
required to withhold a specified percentage of the principal amount of a unit
redemption if the trustee has not been furnished the redeeming unitholder's tax
identification number in the manner required by such regulations. Any amount so
withheld is transmitted to the Internal Revenue Service and may be recovered by
the unitholder only when filing a tax return. Under normal circumstances the
trustee obtains the unitholder's tax identification number from the selling
broker. However, any time a unitholder elects to tender units for redemption,
such unitholder should make sure that the trustee has been provided a certified
tax identification number in order to avoid this possible "back-up
withholding." In the event the trustee has not been previously provided such
number, one must be provided at the time redemption is requested. Any amounts
paid on redemption representing unpaid dividends shall be withdrawn from the
Income Account of a trust to the extent that funds are available for such
purpose. All other amounts paid on redemption shall be withdrawn from the
Capital Account for a trust.

     Unitholders tendering units for redemption may request an in-kind
distribution (a "Distribution In Kind") from the trustee in lieu of cash
redemption. A unitholder may request a Distribution In Kind of an amount and
value of securities per unit equal to the redemption price per unit as
determined as of the evaluation time next following the tender, provided that
the tendering unitholder is (i) entitled to receive at least $25,000 of
proceeds as part of his or her distribution or if he paid at least $25,000 to
acquire the units being tendered; and (ii) the unitholder has elected to redeem
at least thirty business days prior to the termination of the trust. If the
unitholder meets these requirements, a Distribution In Kind will be made by the
trustee through the distribution of each of the securities of the trust in book
entry form to the account of the unitholder's bank or broker-dealer at
Depository Trust Company. The tendering unitholder shall be entitled to receive
whole shares of each of the securities comprising the portfolio of the trust
and cash from the Capital Account equal to the fractional shares to which the
tendering unitholder is entitled. The trustee shall make any adjustments
necessary to reflect differences between the redemption price of the units and
the value of the securities distributed in kind as of the date of tender. If
funds in the Capital Account are insufficient to cover the required cash
distribution to the tendering unitholder, the trustee may sell securities. The
in-kind redemption option may be terminated by the sponsor at any time. The
trustee is empowered to sell securities in order to make funds available for
the redemption of units. To the extent that securities are sold or redeemed in
kind, the size of a trust will be, and the diversity of a trust may be, reduced
but each remaining unit will continue to represent approximately the same
proportional interest in each security. Sales may be required at a time when
securities would not otherwise be sold and may result in lower prices than
might otherwise be realized. The price received upon redemption may be more or
less than the amount paid by the unitholder depending on the value of the
securities in the portfolio at the time of redemption.

     Unitholders of a trust that holds closed-end funds or other investment
company securities who request a Distribution In Kind will be subject to any
12b-1 Fees or other service or distribution fees applicable to the underlying
securities.

     The right of redemption may be suspended and payment postponed for more
than three business days following the day on which tender for redemption is
made (i) for any period during which the New York Stock Exchange is closed,
other than customary weekend and holiday closings, or during which (as
determined by the Securities and Exchange Commission) trading on the New York
Stock Exchange is restricted; (ii) for any period during which an emergency
exists as a result of which disposal by the trustee of securities is not
reasonably practicable or it is not reasonably practicable to fairly determine
the value of the underlying securities in accordance with the trust agreement;
or (iii) for such other period as the Securities and Exchange Commission may by
order permit. The trustee is not liable to any person in any way for any loss
or damage which may result from any such suspension or postponement.

     Computation of Redemption Price. The redemption price per unit (as well as
the secondary market public offering price) will generally be determined on the
basis of the last sale price of the securities in a trust. The redemption price
per unit is the pro rata share of each unit in a trust determined generally on
the basis of (i) the cash on hand in the trust or moneys in the process of
being collected; and (ii) the value of the securities in the trust less (a)
amounts representing taxes or other governmental charges payable out of the
trust, (b) any amount owing to the trustee for its advances and (c) the accrued
expenses of the trust. During the initial offering period, the redemption price
and the secondary market repurchase price will also include estimated
organizational costs. The evaluator may determine the value of the securities
in the trust in the following manner: if the securities are listed on a
national or foreign securities exchange or the Nasdaq National Market System,
such evaluation shall generally be based on the last available sale price on or
immediately prior to the Evaluation Time on the exchange or Nasdaq National
Market System which is the principal market therefor, which shall be deemed to
be the New York Stock Exchange if the securities are listed thereon (unless the
evaluator deems such price inappropriate as a basis for evaluation) or, if
there is no such available sale price on such exchange, at the last available
bid prices (offer prices for primary market purchases) of the securities.
Securities not listed on the New York Stock Exchange but principally traded on
the Nasdaq National Market System will be valued at the Nasdaq National Market
System's official closing price. If the securities are not so listed or, if so
listed, the principal market therefor is other than on such exchange or there
is no such available sale price on such exchange, such evaluation shall
generally be based on the following methods or any combination thereof
whichever the evaluator deems appropriate: (i) on the basis of the current bid
price (offer prices for primary market purchases) for comparable securities
(unless the evaluator deems such price inappropriate as a basis for
evaluation); (ii) by determining the valuation of the securities on the bid
side (offer side for primary market purchases) of the market by appraisal; or
(iii) by any combination of the above. Notwithstanding the foregoing, the
evaluator or its designee, will generally value foreign securities primarily
traded on foreign exchanges at their fair value which may be other than their
market price. If the trust holds securities denominated in a currency other
than U.S. dollars, the evaluation of such security is based upon U.S. dollars
based on current bid side (offer side for primary market purchases) exchange
rates (unless the evaluator deems such prices inappropriate as a basis for
valuation).

     Retirement Plans. A trust may be well suited for purchase by Individual
Retirement Accounts, Keogh Plans, pension funds and other qualified retirement
plans. Generally, capital gains and income received under each of the foregoing
plans are deferred from federal taxation. All distributions from such plans are
generally treated as ordinary income but may, in some cases, be eligible for
special income averaging or tax deferred rollover treatment. Investors
considering participation in any such plan should review specific tax laws
related thereto and should consult their attorneys or tax advisers with respect
to the establishment and maintenance of any such plan. Such plans are offered
by brokerage firms and other financial institutions. The trust will lower the
minimum investment requirement for IRA accounts to 1 unit. Fees and charges
with respect to such plans may vary.

     Ownership of Units. Ownership of units will not be evidenced by
certificates. All evidence of ownership of units will be recorded in book entry
form at Depository Trust Company ("DTC") through an investor's brokers'
account. Units held through DTC will be registered in the nominee name of Cede
& Co. Individual purchases of beneficial ownership interest in the trust will
be made in book entry form through DTC. Ownership and transfer of units will be
evidenced and accomplished by book entries made by DTC and its participants.
DTC will record ownership and transfer of the units among DTC participants and
forward all notices and credit all payments received in respect of the units
held by the DTC participants. Beneficial owners of units will receive written
confirmation of their purchases and sale from the broker dealer or bank from
whom their purchase was made. Units are transferable by making a written
request properly accompanied by a written instrument or instruments of transfer
which should be sent registered or certified mail for the protection of the
unitholder. Record holders must sign such written request exactly as their
names appear on the records of the trust. The signatures must be guaranteed by
a participant in the STAMP or such other signature guaranty program in addition
to, or in substitution for, STAMP, as may be acceptable by the trustee.

     Units may be purchased in denominations of one unit or any multiple
thereof, subject to the minimum investment requirement. Fractions of units, if
any, will be computed to three decimal places.

Taxes

     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 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 your 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 your 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.

     Under the "Health Care and Education Reconciliation Act of 2010," income
from the trust may also be subject to a new 3.8% "Medicare tax" imposed for
taxable years beginning after 2012. This tax will generally apply to your net
investment income if your adjusted gross income exceeds certain threshold
amounts, which are $250,000 in the case of married couples filing joint returns
and $200,000 in the case of single individuals.

     Your Tax Basis and Income or Loss Upon Disposition. If your 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.

     If you are an individual, the maximum marginal stated federal tax rate for
net capital gain is generally 20% for taxpayers in the 39.6% tax bracket, 15%
for taxpayers in the 25%, 28%, 33% and 35% tax brackets and 0% for taxpayers in
the 10% and 15% tax brackets. Capital gains may also be subject to the Medicare
tax described above.

     Net capital gain equals net long-term capital gain minus net short-term
capital loss for the taxable year. Capital gain or loss is long-term if the
holding period for the asset is more than one year and is short-term if the
holding period for the asset is one year or less. You must exclude the date you
purchase your units to determine your holding period. The tax rates for capital
gains realized from assets held for one year or less are generally the same as
for ordinary income. The Internal Revenue Code, however, treats certain capital
gains as ordinary income in special situations.

     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.

     Dividends Received Deduction. Generally, a domestic corporation owning
units in the trust may be eligible for the dividends received deduction with
respect to such unit owner's pro rata portion of certain types of dividends
received by the trust. However, a corporation that owns units generally will
not be entitled to the dividends received deduction with respect to dividends
from most foreign corporations.

     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 your trust's
termination. 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 your 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 your 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.

     Exchanges. If you elect to have your proceeds from your trust rolled over
into a future series of the trust, it is considered a sale for federal income
tax purposes and any gain on the sale will be treated as a capital gain, and
any loss will be treated as a capital loss. However, any loss you incur in
connection with the exchange of your units of your trust for units of the next
series will generally be disallowed with respect to this deemed sale and
subsequent deemed repurchase, to the extent the two trusts have substantially
identical Trust Assets under the wash sale provisions of the Internal Revenue
Code.

     Limitations on the Deductibility of Trust Expenses. Generally, for federal
income tax purposes, you must take into account your full pro rata share of
your trust's income, even if some of that income is used to pay trust expenses.
You may deduct your pro rata share of each expense paid by your trust to the
same extent as if you directly paid the expense. You may be required to treat
some or all of the expenses of your trust as miscellaneous itemized deductions.
Individuals may only deduct certain miscellaneous itemized deductions to the
extent they exceed 2% of adjusted gross income. Some individuals may also be
subject to further limitations on the amount of their itemized deductions,
depending on their income.

     Foreign Investors, Taxes and Investments. Distributions by your trust that
are treated as U.S. source income (e.g., dividends received on Stocks of
domestic corporations) will generally be subject to U.S. income taxation and
withholding in the case of units held by nonresident alien individuals, foreign
corporations or other non-U.S. persons, subject to any applicable treaty. If you
are a foreign investor (i.e., an investor other than a U.S. citizen or resident
or a U.S. corporation, partnership, estate or trust), you may not be subject to
U.S. federal income taxes, including withholding taxes, on some or all of the
income from your 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. Distributions after June 30, 2014 may be subject to a U.S. withholding
tax of 30% in the case of distributions to (i) certain non-U.S. financial
institutions that have not entered into an agreement with the U.S. Treasury to
collect and disclose certain information and are not resident in a jurisdiction
that has entered into such an agreement with the U.S. Treasury; and (ii) certain
other non-U.S. entities that do not provide certain certifications and
information about the entity's U.S. owners. Dispositions of units by such
persons may be subject to such withholding after December 31, 2016. You should
also consult your tax advisor with respect to other U.S. tax withholding and
reporting requirements.

     Some distributions by your 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 your trust and in combination with your other investments),
or possibly if your trust owns 10% or more of a CFC you will be required to
include certain types of the CFC's income in your taxable income for federal
income tax purposes whether or not such income is distributed to your trust or
to you.

     A foreign corporation will generally be treated as a passive foreign
investment company (a "PFIC") if 75% or more of its income is passive income or
if 50% or more of its assets are held to produce passive income. If your trust
purchases shares in a PFIC, you may be subject to U.S. federal income tax on a
portion of certain distributions or on gains from the disposition of such
shares at rates that were applicable in prior years and any gain may be
recharacterized as ordinary income that is not eligible for the lower net
capital gains tax rate. Additional charges in the nature of interest may also
be imposed on you. Certain elections may be available with respect to PFICs
that would limit these consequences. However, these elections would require you
to include certain income of the PFIC in your taxable income even if not
distributed to your trust or to you, or require you to annually recognize as
ordinary income any increase in the value of the shares of the PFIC, thus
requiring you to recognize income for federal income tax purposes in excess of
your actual distributions from PFICs and proceeds from dispositions of PFIC
stock during a particular year. Dividends paid by PFICs are not eligible to be
taxed at the net capital gains tax rate.

     New York Tax Status. Based on the advice of Dorsey & Whitney 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, your trust will not be taxed as a
corporation, and the income of your 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.

Experts

     Legal Matters. Chapman and Cutler LLP, 111 West Monroe Street, Chicago,
Illinois 60603, acts as counsel for the trust and has passed upon the legality
of the units.

     Independent Registered Public Accounting Firm. The statement of financial
condition, including the Trust Portfolio, appearing herein, has been audited by
Grant Thornton LLP, an independent registered public accounting firm, as set
forth in their report thereon appearing elsewhere herein, and is included in
reliance on such report given on the authority of such firm as experts in
accounting and auditing.

Description of Ratings

Standard & Poor's Issue Credit Ratings

     A Standard & Poor's issue credit rating is a forward-looking opinion about
the creditworthiness of an obligor with respect to a specific financial
obligation, a specific class of financial obligations, or a specific financial
program (including ratings on medium-term note programs and commercial paper
programs). It takes into consideration the creditworthiness of guarantors,
insurers, or other forms of credit enhancement on the obligation and takes into
account the currency in which the obligation is denominated. The opinion
reflects Standard & Poor's view of the obligor's capacity and willingness to
meet its financial commitments as they come due, and may assess terms, such as
collateral security and subordination, which could affect ultimate payment in
the event of default.

     Issue credit ratings can be either long-term or short-term. Short-term
ratings are generally assigned to those obligations considered short-term in
the relevant market. In the U.S., for example, that means obligations with an
original maturity of no more than 365 days, including commercial paper.
Short-term ratings are also used to indicate the creditworthiness of an obligor
with respect to put features on long-term obligations. The result is a dual
rating, in which the short-term rating addresses the put feature, in addition
to the usual long-term rating. Medium-term notes are assigned long-term
ratings.

     The ratings and other credit related opinions of Standard & Poor's and its
affiliates are statements of opinion as of the date they are expressed and not
statements of fact or recommendations to purchase, hold, or sell any securities
or make any investment decisions. Standard & Poor's assumes no obligation to
update any information following publication. Users of ratings and credit
related opinions should not rely on them in making any investment decision.
Standard & Poor's opinions and analyses do not address the suitability of any
security. Standard & Poor's Financial Services LLC does not act as a fiduciary
or an investment advisor. While Standard & Poor's has obtained information from
sources it believes to be reliable, Standard & Poor's does not perform an audit
and undertakes no duty of due diligence or independent verification of any
information it receives. Ratings and credit related opinions may be changed,
suspended, or withdrawn at any time.

Long-term issue credit ratings

     Issue credit ratings are based, in varying degrees, on the following
considerations:

     o    Likelihood of payment-capacity and willingness of the obligor to meet
          its financial commitment on an obligation in accordance with the terms
          of the obligation;

     o    Nature of and provisions of the obligation; and

     o    Protection afforded by, and relative position of, the obligation in
          the event of bankruptcy, reorganization, or other arrangement under
          the laws of bankruptcy and other laws affecting creditors' rights.

     Issue ratings are an assessment of default risk, but may incorporate an
assessment of relative seniority or ultimate recovery in the event of default.
Junior obligations are typically rated lower than senior obligations, to
reflect the lower priority in bankruptcy, as noted above. (Such differentiation
may apply when an entity has both senior and subordinated obligations, secured
and unsecured obligations, or operating company and holding company
obligations).

     AAA  An obligation rated "AAA" has the highest rating assigned by Standard
          & Poor's. The obligor's capacity to meet its financial commitment on
          the obligation is extremely strong.

     AA   An obligation rated "AA" differs from the highest-rated obligations
          only to a small degree. The obligor's capacity to meet its financial
          commitment on the obligation is very strong.

     A    An obligation rated "A" is somewhat more susceptible to the adverse
          effects of changes in circumstances and economic conditions than
          obligations in higher-rated categories. However, the obligor's
          capacity to meet its financial commitment on the obligation is still
          strong.

     BBB  An obligation rated "BBB" exhibits adequate protection parameters.
          However, adverse economic conditions or changing circumstances are
          more likely to lead to a weakened capacity of the obligor to meet its
          financial commitment on the obligation.

          Obligations rated "BB," "B," "CCC," "CC," and "C" are regarded as
          having significant speculative characteristics. "BB" indicates the
          least degree of speculation and "C" the highest. While such
          obligations will likely have some quality and protective
          characteristics, these may be outweighed by large uncertainties or
          major exposures to adverse conditions.

     BB   An obligation rated "BB" is less vulnerable to nonpayment than other
          speculative issues. However, it faces major ongoing uncertainties or
          exposure to adverse business, financial, or economic conditions which
          could lead to the obligor's inadequate capacity to meet its financial
          commitment on the obligation.

     B    An obligation rated "B" is more vulnerable to nonpayment than
          obligations rated "BB," but the obligor currently has the capacity to
          meet its financial commitment on the obligation. Adverse business,
          financial, or economic conditions will likely impair the obligor's
          capacity or willingness to meet its financial commitment on the
          obligation.

     CCC  An obligation rated "CCC" is currently vulnerable to nonpayment, and
          is dependent upon favorable business, financial, and economic
          conditions for the obligor to meet its financial commitment on the
          obligation. In the event of adverse business, financial, or economic
          conditions, the obligor is not likely to have the capacity to meet its
          financial commitment on the obligation.

     CC   An obligation rated "CC" is currently highly vulnerable to nonpayment.

     C    A "C" rating is assigned to obligations that are CURRENTLY HIGHLY
          VULNERABLE to nonpayment, obligations that have payment arrearages
          allowed by the terms of the documents, or obligations of an issuer
          that is the subject of a bankruptcy petition or similar action which
          have not experienced a payment default. Among others, the 'C' rating
          may be assigned to subordinated debt, preferred stock or other
          obligations on which cash payments have been suspended in accordance
          with the instrument's terms or when preferred stock is the subject of
          a distressed exchange offer, whereby some or all of the issue is
          either repurchased for an amount of cash or replaced by other
          instruments having a total value that is less than par.

     D    An obligation rated "D" is in payment default. The "D" rating category
          is used when payments on an obligation are not made on the date due
          even if the applicable grace period has not expired, unless Standard &
          Poor's believes that such payments will be made during such grace
          period. The "D" rating also will be used upon the filing of a
          bankruptcy petition or the taking of a similar action if payments on
          an obligation are jeopardized.

     Plus (+) or minus (-): The ratings from "AA" to "CCC" may be modified by
the addition of a plus or minus sign to show relative standing within the major
rating categories.

     NR   This indicates that no rating has been requested, that there is
          insufficient information on which to base a rating, or that Standard &
          Poor's does not rate a particular obligation as a matter of policy.


                         GUGGENHEIM DEFINED PORTFOLIOS

                     GUGGENHEIM PORTFOLIO PROSPECTUS-PART B

                                  ______, 2013

Where to Learn More
You can contact us for free information about this and other investments.

Visit us on the Internet
http://www.guggenheiminvestments.com

Call Guggenheim Funds
(800) 345-7999
Pricing Line (888) 248-4954

Call the Bank of New York Mellon
(800) 701-8178 (investors)
(800) 647-3383 (brokers)

Additional Information

     This prospectus does not contain all information filed with the Securities
and Exchange Commission. To obtain a copy of this information (a duplication fee
may be required):

E mail: publicinfo@sec.gov
Write:  Public Reference Room
        Washington, D.C. 20549-0102
Visit:  http://www.sec.gov (EDGAR Database)
Call:   1-202-942-8090 (only for information on the operation of the Public
         Reference Room)

     When units of the trust are no longer available, we may use this
prospectus as a preliminary prospectus for a future trust. In this case you
should note that:

     The information in this prospectus is not complete with respect to future
trusts and may be changed. No one may sell units of a future trust until a
registration statement is filed with the Securities and Exchange Commission and
is effective. This prospectus is not an offer to sell units and is not
soliciting an offer to buy units in any state where the offer or sale is not
permitted.

Contents
                                Investment Summary
--------------------------------------------------------
A concise     2  Overview
description   2  Investment Objective
of essential  2  Principal Investment Strategy
information   2  Defined Outcome Trust
about the     2  Security Selection
portfolio     4  Essential Information
              4  Portfolio Diversification
              4  Principal Risks
              6  Who Should Invest
              7  Fees and Expenses
              7  Example
              8  Trust Portfolio

                      Understanding Your Investment
--------------------------------------------------------
Detailed     10  How to Buy Units
information  14  How to Sell Your Units
to help you  15  Distributions
understand   15  Investment Risks
your         19  How the Trust Works
investment   20  General Information
             21  Expenses
             23  Report of Independent Registered Public
                   Accounting Firm
             24  Statement of Financial Condition


For the Table of Contents of Part B, see Part B of the prospectus.

Where to Learn More
--------------------------------------------------------------------------------
You can contact us for Visit us on the Internet
free information about http://www.guggenheiminvestments.com
these investments.     Call Guggenheim Funds (800) 345-7999
                       Pricing Line (888) 248-4954
                       Call The Bank of New York Mellon
                       (800) 701-8178 (investors)
                       (800) 647-3383 (brokers)

Additional Information
--------------------------------------------------------------------------------
This prospectus does not contain all information filed with the Securities and
Exchange Commission. To obtain or copy this information (a duplication fee may
be required):

E-mail: publicinfo@sec.gov
        --------------------------------------------------
Write:  Public Reference Room, Washington, D.C. 20549-0102
Visit:  http://www.sec.gov (EDGAR Database)
Call:   1-202-942-8090 (only for information on
        the operation of the Public Reference Room)

Refer to:
  Guggenheim Defined Portfolios, Series 1040
  Securities Act file number: 333-188046
  Investment Company Act file number: 811-03763

When units of the trust are no longer available, we may use this prospectus as
a preliminary prospectus for a future trust. In this case you should note that:

The information in this prospectus is not complete with respect to future
trusts and may be changed. No one may sell units of a future trust until a
registration statement is filed with the Securities and Exchange Commission and
is effective. This prospectus is not an offer to sell units and is not
soliciting an offer to buy units in any state where the offer or sale is not
permitted.

GUGGENHEIM LOGO

PROSPECTUS

Zacks Indicator Defined Outcome Trust, Series 1

LOGO UNIT INVESTMENT TRUSTS

Guggenheim Defined Portfolios Series 1040

DATED ____, 2013




                          UNDERTAKING TO FILE REPORTS

      Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.

                       CONTENTS OF REGISTRATION STATEMENT

      A.    Bonding Arrangements of Depositor:

      The Depositor has obtained the following Securities Dealer Blanket Bond
for its officers, directors and employees:

                        INSURER/POLICY NO.                     AMOUNT

                 National Union Fire Insurance
                 Company of Pittsburgh,                      $4,000,000
                 Pennsylvania
                 5692790


      B.    This amendment to the Registration Statement comprises the following
            papers and documents:

                                The facing sheet

                                 The Prospectus

                                 The signatures

           Consents of Independent Registered Public Accounting Firm
                            and Counsel as indicated

                        Exhibits as listed on the List of Exhibits



                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Guggenheim Defined Portfolios, Series 1040 has duly caused this
Amendment to the Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized in the City of Lisle and State of Illinois
on the 25th day of September, 2013.

                                      GUGGENHEIM DEFINED PORTFOLIOS, SERIES 1040
                                                                    (Registrant)

                                           By GUGGENHEIM FUNDS DISTRIBUTORS, LLC
                                                                     (Depositor)

                                                                  By /s/ Amy Lee
                                                                  --------------
                                                                        Amy Lee,
                                                    Vice President and Secretary

      Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacities and on the date indicated:



     SIGNATURE*                         TITLE                                  DATE
                                                                         
                                                                           )   By:    /s/ Amy Lee
                                                                           )          --------------
                                                                           )          Amy Lee
DONALD CACCIAPAGLIA*                    Chief Executive Officer and        )
                                        President of Guggenheim Funds      )          September 25, 2013
                                        Distributors, LLC                  )
                                                                           )
DOMINICK COGLIANDRO*                    Chief Operating Officer of         )          September 25, 2013
                                        Guggenheim Funds Distributors,     )
                                        LLC                                )
                                                                           )
JULIE JACQUES*                          Treasurer of Guggenheim Funds      )          September 25, 2013
                                        Distributors, LLC                  )
                                                                           )
JULIE JACQUES*                          Principal Financial Officer of     )          September 25, 2013
                                        Guggenheim Funds Distributors,     )
                                        LLC                                )

FARHAN SHARAFF                          Chief Investment Officer of
                                        Guggenheim Funds Distributors,
                                        LLC

/s/ Amy Lee                             Vice President and Secretary of               September 25, 2013
-----------                             Guggenheim Funds Distributors,
AMY LEE                                 LLC


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*     Executed copies of the related powers of attorney were filed as Exhibit
      6.0 to Amendment No. 1 to the Registration Statement of Guggenheim Defined
      Portfolios, Series 1022 on April 15, 2013.



            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The consent of Grant Thornton LLP to the use of its report and to the reference
to such firm in the Prospectus included in the Registration Statement is filed
by this amendment as Exhibit 4.1 to the Registration Statement.

                       CONSENT OF CHAPMAN AND CUTLER LLP

The consent of Chapman and Cutler LLP to the use of its name in the Prospectus
included in the Registration Statement is contained in its opinions filed by
this amendment as Exhibits 3.1 and 3.2 to the Registration Statement.

                        CONSENT OF DORSEY & WHITNEY LLP

The consent of Dorsey & Whitney LLP to the use of its name in the Prospectus
included in the Registration Statement is contained in its opinions filed by
this amendment as Exhibits 3.3 and 3.4 to the Registration Statement.


                                LIST OF EXHIBITS

      1.1   Reference Trust Agreement.

    1.1.1   Standard Terms and Conditions of Trust (Reference is made to Exhibit
            1.1.1 to Amendment No. 2 to the Registration Statement on Form S-6
            for Claymore Securities Defined Portfolios, Series 116 (File No.
            333-72828) filed on December 18, 2001).

      2.1   Code of Ethics (Reference is made to Exhibit 2.1 to the Registration
            Statement on Form S-6 for Claymore Securities Defined Portfolios,
            Series 213 (File No. 333-122184) filed on February 9, 2005).

      3.1   Opinion of counsel as to legality of securities being registered
            including a consent to the use of its name in the Registration
            Statement.

      3.2   Opinion of counsel as to Federal income tax status of securities
            being registered including a consent to the use of its name in the
            Registration Statement.

      3.3   Opinion of counsel as to New York income tax status of securities
            being registered including a consent to the use of its name in the
            Registration Statement.

      3.4   Opinion of counsel as to the Trustee and the Trust(s), including a
            consent to the use of its name in the Registration Statement.

      4.1   Consent of Independent Registered Public Accounting Firm.

      6.0   Powers of Attorney authorizing Amy Lee to execute the Registration
            Statement. (Reference is made to Exhibit 6.0 to Amendment No. 1 to
            the Registration Statement on Form S-6 for Guggenheim Defined
            Portfolios, Series 1022 (File No. 333-186906) filed on April 15,
            2013).