AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 2, 2017

1933 ACT FILE NO. 333-217585
1940 ACT FILE NO. 811 - 03763

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_______________________

REGISTRATION STATEMENT ON
FORM S-6
AMENDMENT NO. 1
________________________

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 1612

B. NAME OF DEPOSITOR: GUGGENHEIM FUNDS DISTRIBUTORS, LLC

C. COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES:

Guggenheim Funds Distributors, LLC
2455 Corporate West Drive
Lisle, Illinois 60532

D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE: Copies to:

AMY LEE, ESQ. ERIC F. FESS, ESQ.
Vice President and Secretary Chapman and Cutler LLP
Guggenheim Funds Distributors, LLC 111 West Monroe Street
2455 Corporate West Drive Chicago, Illinois 60603
Lisle, Illinois 60532 (312) 845-3000
(630) 505-3700

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

[_] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

E. TITLE OF SECURITIES BEING REGISTERED: Units of fractional undivided
beneficial interest.

F. APPROXIMATE DATE OF PROPOSED SALE TO 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) pursuant to Rule 487.

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The registration hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a)
may determine.

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 June 2, 2017, Subject to Completion

Guggenheim Defined Portfolios, Series 1612

California Municipal Portfolio of CEFs, Series 22

Dividend Strength Portfolio, Series 26

National Municipal Portfolio of CEFs, Series 35

GUGGENHEIM LOGO

PROSPECTUS PART A DATED __________, 2017

Portfolios containing securities selected by
Guggenheim Funds Distributors, LLC

An investment can be made in the underlying closed-end funds directly rather
than through the trusts. These direct investments can be made without paying the
sales charge, operating expenses and organizational costs of the trusts.

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.

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INVESTMENT SUMMARY

Overview

Guggenheim Defined Portfolios, Series 1612 is a unit investment trust that
consists of the California Municipal Portfolio of CEFs, Series 22 (the
"California Municipal Trust"), the Dividend Strength Portfolio, Series 26 (the
"Dividend Strength Trust") and the National Municipal Portfolio of CEFs, Series
35 (the "National Municipal Trust") (collectively referred to as the "trusts"
and individually referred to as a "trust"). Guggenheim Funds Distributors, LLC
("Guggenheim Funds" or the "sponsor") serves as the sponsor of the trusts.

The trusts are scheduled to terminate in approximately two years.

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CALIFORNIA MUNICIPAL PORTFOLIO OF CEFS, SERIES 22

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.

Investment Objective

The California Municipal Trust seeks to provide current income and the
potential for capital appreciation.

Principal Investment Strategy

Under normal circumstances, the trust will invest at least 80% of the value
of its assets in closed-end investment companies ("Closed-End Funds") that
invest substantially all of their assets in California municipal bonds. The
trust contains common shares of Closed-End Funds, the majority of which contain
portfolios that invest substantially all of their assets in California municipal
bonds, which are rated investment-grade by at least one nationally recognized
statistical rating organization.

See "Description of Ratings" in Part B of the prospectus for additional
information regarding the ratings criteria.

Security Selection

The sponsor has selected for the portfolio Closed-End Funds believed to
have the best potential to achieve the trust's investment objective. The trust
seeks to provide monthly income that is exempt from federal and California
state income taxes by investing in Closed-End Funds that invest in California
municipal bonds. Municipal bonds generally offer investors the potential for
stable tax-free income. However, a portion of the income may be subject to the
alternative minimum tax as well as federal, state and local taxes.

When selecting Closed-End Funds for inclusion in this portfolio the
sponsor looks at numerous factors. These factors include, but are not limited
to:

o Investment Objective. The sponsor favors funds that have a clear
investment objective in line with the trust's objective and, based
upon a review of publicly available information, appear to be
maintaining it.

o Premium/Discount. The sponsor favors funds that are trading at a
discount relative to their peers and relative to their long-term
average.

o Consistent Dividend. The sponsor favors funds that have a history of
paying a consistent and competitive dividend.

o Performance. The sponsor favors funds that have a history of strong
relative performance (based on market price and net asset value) when
compared to their peers and an applicable benchmark.

Future Trusts

The sponsor may create future trusts that follow the same general
investment strategy. One such trust is expected to be available approximately
three months after the trust's initial date of deposit (the "Inception Date")
and upon the trust's termination. Each trust is designed to be part of a longer
term strategy.

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Essential Information
(as of the Inception Date)

Inception Date __________, 2017

Unit Price $10.00

Termination Date __________, 2019

Distribution Date 25th day of each month
(commencing 25, 2017, if any)

Record Date 15th day of each month
(commencing 15, 2017, if any)

CUSIP Numbers

Cash Distributions
Standard Accounts
Fee Account Cash

Reinvested Distributions
Standard Accounts
Fee Account Reinvest

Ticker CECAVX

Portfolio Diversification

Approximate
Security Type Portfolio Percentage
----------------------- --------------------
Closed-End Funds 100.00%
--------
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.

o The trust includes Closed-End Funds. Closed-End Funds are actively
managed investment companies that invest in various types of
securities. Closed-End Funds issue common shares 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's portfolio
during periods of market turmoil and as investors' perceptions
regarding Closed-End Funds or their underlying investments change.
Closed-End Funds are not redeemable at the option of the shareholder
and they may trade in the market at a discount to their net asset
value. Closed-End Funds may also employ the use of leverage which
increases risk and volatility.

o The Closed-End Funds are subject to annual fees and expenses,
including a management fee. Unitholders of the trust will bear these
fees in addition to the fees and expenses of the trust. See "Fees and
Expenses" for additional information.

o The value of the fixed-income securities in the Closed-End Funds will
generally fall if interest rates, in general, rise. Typically,
fixed-income securities with longer periods before maturity are more
sensitive to interest rate changes. The trust may be subject to
greater risk of rising interest rates than would normally be the case
due to the current period of historically low rates.

o A Closed-End Fund or an issuer of securities held by a Closed-End Fund
may be unwilling or unable to make principal payments and/or to
declare distributions in the future, may call a security before its
stated maturity, or may reduce the level of distributions declared.
Issuers may suspend dividends during the life of the trust. This may
result in a reduction in the value of your units.

o The financial condition of a Closed-End Fund or an issuer of
securities held by a Closed-End Fund may worsen, resulting in a
reduction in the value of your units. This may occur at any point in
time, including during the primary offering period. As the trust is
unmanaged, a downgraded security will remain in the portfolio.

o Certain Closed-End Funds held by the trust may invest in securities
that are rated as investment-grade by only one rating agency. As a
result, such split-rated securities may have more speculative
characteristics and are subject to a greater risk of default than
securities rated as investment-grade by more than one rating agency.

o Closed-End Funds held by the trust invest in California municipal
bonds. Municipal bonds are long-term fixed rate debt obligations that
decline in value with increases in interest rates, an issuer's
worsening financial condition, a drop in bond ratings or when there is
a decrease in the federal income tax rate. Typically, bonds with
longer periods before maturity are more sensitive to interest rate
changes. Municipal bonds generally generate income exempt from federal
income taxation, but may be subject to the alternative minimum tax. In
addition, some or all of the income generated by a Closed-End Fund may
not be exempt from regular federal or California state income taxes
and as a result, the related income paid by the trust may also be
subject to regular federal and state income taxes. Capital gains, if
any, may be subject to tax. Because the Closed-End Funds are
concentrated in bonds of issuers located in California, there may be
more risk than if the bonds were issued by issuers located in several
states.

o Economic conditions may lead to limited liquidity and greater
volatility. The markets for fixed-income securities, such as those
held by certain Closed-End Funds, may experience periods of
illiquidity and volatility. General market uncertainty and consequent
repricing risk have led to market imbalances of sellers and buyers,
which in turn have resulted in significant valuation uncertainties in
a variety of fixed-income securities. These conditions resulted, and
in many cases continue to result in, greater volatility, less
liquidity, widening credit spreads and a lack of price transparency,
with many debt securities remaining illiquid and of uncertain value.
These market conditions may make valuation of some of the securities
held by a Closed-End Fund uncertain and/or result in sudden and
significant valuation increases or declines in its holdings.

o Share prices or distributions 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 distributions in the future
and, if declared, whether they will remain at current levels or
increase over time.

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

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.

Tax Status

Federal Tax. Some dividends on the securities in the trust may be
designated as "capital gains dividends" for federal tax purposes, generally
taxable to you as long-term capital gains. Some dividends on the securities in
the trust may qualify as "exempt-interest dividends," which generally are
excluded from your gross income for federal income tax purposes. Some or all of
the exempt-interest dividends, however, may be taken into account in
determining your alternative minimum tax, and may have other tax consequences
(e.g., they may affect the amount of your social security benefits that are
taxed). Other dividends on the securities in the trust will generally be
taxable to you as ordinary income. See "Tax Status" in Part B of the prospectus
for additional information.

California Tax. Chapman and Cutler LLP has examined the income tax laws of
the State of California to determine its applicability to the trust and to the
holders of units in the trust who are full-time residents of the State of
California. See "California State Taxes" in Part B of the prospectus for
further information regarding California state tax applicable to the trust and
California unitholders.

Who Should Invest

You should consider this investment if:

o You want current income and diversification;

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

o The trust is part of a longer term investment strategy.

You should not consider this investment if:

o You are unwilling to accept the risks involved with owning Closed-End
Funds that hold municipal bonds;

o You are seeking a short-term investment or an investment to be used as
a trading vehicle;

o You are seeking an aggressive high-growth investment strategy;

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

o You want capital preservation.

Fees and Expenses

The amounts below are estimates of the direct and indirect fees and
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 (4) Invested
-------------------------------- ----------- -----------
Initial sales fee
paid on purchase (1) 0.00% $ 0.00
Deferred sales fee (2) 2.25 22.50
Creation and
development fee (3) 0.50 5.00
---------- ----------
Maximum sales fees
(including creation
and development fee) 2.75% $ 27.50
========== ==========
Estimated organization costs
(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) $____
==========

Approximate
Annual Fund % of Public
Operating Offering Amount Per
Expenses Price (4) 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 (5)
Estimated Closed-End
Fund expenses (6)
---------- ----------
Total % $_____
========== ==========

(1) The initial sales fee provided above is based on the unit price on the
Inception Date. The combination of the initial and deferred sales charge
comprises what we refer to as the "transactional sales charge." The initial
sales charge is equal to the difference between the maximum sales charge
and the sum of any remaining deferred sales charge and creation and
development fee ("C&D Fee"). The percentage and dollar amount of the
initial sales fee will vary as the unit price varies and after deferred
fees begin. When the Public Offering Price per unit equals $10, there is no
initial sales charge. If the price you pay for your units exceeds $10 per
unit, you will pay an initial sales charge. Despite the variability of the
initial sales fee, each unitholder is obligated to pay the entire
applicable maximum sales fee.

(2) The deferred sales charge is a fixed dollar amount equal to $0.225 per unit
and is deducted in monthly installments of $0.075 per unit on the last
business day of _____, 2017 through _____, 2017. The percentage provided is
based on a $10 per unit Public Offering Price as of the Inception Date and
the percentage amount will vary over time. If the price you pay for your
units exceeds $10 per unit, the deferred sales fee will be less than 2.25%
of the Public Offering Price unit. If the price you pay for your units is
less than $10 per unit, the deferred sales fee will exceed 2.25% of the
Public Offering Price. If units are redeemed prior to the deferred sales
fee period, the entire deferred sales fee will be collected. If you
purchase units after the first deferred sales fee payment has been
assessed, your maximum sales fee will consist of an initial sales fee and
the amount of any remaining deferred sales fee payments. The initial sales
fee, which you will pay at the time of purchase, is equal to the difference
between $0.225 per unit and the remaining deferred sales fee. If you
purchase units after the last deferred sales fee payment has been assessed,
your maximum sales fee will consist of a one-time initial sales fee of
$0.225 per unit.

(3) The C&D Fee compensates the sponsor for creating and developing your trust.
The actual C&D Fee is $0.050 per unit and is paid to the sponsor at the
close of the initial offering period, which is expected to be approximately
three months from the Inception Date. The percentages provided are based on
a $10 unit as of the Inception Date and the percentage amount will vary
over time. If the unit price exceeds $10 per unit, the C&D Fee will be less
than 0.50% of the Public Offering Price; if the unit price is less than $10
per unit, the C&D Fee will exceed 0.50% of the Public Offering Price.
However, in no event will the maximum sales fee exceed 2.75% of a
unitholder's initial investment.

(4) Based on 100 units with a $10 per unit Public Offering Price as of the
Inception Date.

(5) The estimated trust operating expenses are based upon an estimated trust
size of approximately $___ 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 do not include brokerage costs and
other transactional fees.

(6) Although not an actual trust operating expense, the trust, and therefore
the unitholders of the trust, will indirectly bear similar operating
expenses of the Closed-End Funds held by the trust in the estimated amount
provided above. Estimated Closed-End Fund expenses are based upon the net
asset value of the number of Closed-End Fund shares held by the trust per
unit multiplied by the Annual Operating Expenses of the Closed-End Funds
for the most recent fiscal year. Unitholders will therefore indirectly pay
higher expenses than if the underlying Closed-End Funds were held directly.
Please note that the sponsor or an affiliate may be engaged as a service
provider to certain Closed-End Funds held by your trust and therefore
certain fees paid by your trust to such Closed-End Funds will be paid to
the sponsor or an affiliate for its services to such Closed-End Funds.

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 other year with the maximum sales fees, 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 $
3 years
5 years
10 years

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 the trust pays or any 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 1612
California Municipal Portfolio of CEFs, Series 22
The Trust Portfolio as of the Inception Date, __________, 2017
--------------------------------------------------------------------------------------------------
Percentage
of Aggregate Initial Per Share Cost To
Ticker Company Name (1) Offer Price Shares Price Portfolio (2)(3)
--------------------------------------------------------------------------------------------------

CLOSED-END FUNDS (100.00%)
----------------
$
================

(1) All securities are represented entirely by contracts to purchase
securities, which were entered into by the sponsor on _________, 2017. 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 _________, 2017. For securities quoted on a national exchange,
including the NASDAQ Stock Market, Inc., securities are generally valued at
the closing sale price using the market value per share. For foreign
securities traded on a foreign exchange, if any, securities are generally
valued at the closing sale price 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 $___ loss to the sponsor on the Inception Date.

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DIVIDEND STRENGTH PORTFOLIO, SERIES 26

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.

Investment Objective

The Dividend Strength Trust seeks to provide dividend income coupled with
long-term capital appreciation.

Principal Investment Strategy

The trust consists of a portfolio of dividend-paying equity securities
that have historically increased their dividends. The sponsor believes that
dividends are often a good indicator of a corporation's current financial
condition and furthermore, may signal management's belief in a profitable
future for the corporation. The U.S.-traded common stocks held by the trust may
include the common stocks of U.S. and non-U.S. companies. The trust may invest
in issuers of any market capitalization. [As a result of this strategy, the
trust is concentrated in the consumer products sector and invests significantly
in the industrials sector.]

Security Selection

The sponsor selects U.S.-traded companies that it believes should be core
holdings of a dividend-paying portfolio as of the trust's initial date of
deposit (the "Inception Date"). To select the portfolio the sponsor follows a
disciplined process that includes both quantitative screening and qualitative
analysis.

The sponsor begins with a universe of all dividend paying companies traded
in the United States as of the date of the security selection. The sponsor then
reduces the universe to approximately 100 companies by performing quantitative
screening, which may be primarily based on, but not limited to, the following
factors:

o Share Price. The sponsor favors companies with a share price greater
than $5.

o Dividend Yield. The sponsor favors companies with a dividend yield
greater than 1.5%.

o Dividend Growth. The sponsor favors companies with a history of
dividend growth, specifically companies with 10 years of
year-over-year dividend growth.

o Cash Dividend Coverage. The sponsor favors companies with a recent
history of increasing dividend coverage ratios (defined as funds from
operations relative to cash dividends to common shareholders).

o Growth. The sponsor may screen for companies with a history of (and
prospects for) above average growth of dividends, sales and earnings.

o Profitability. The sponsor may screen for companies with a history of
consistent and high profitability as measured by return-on-assets,
return-on equity, gross margin and net margin.

From this universe of approximately 100 companies, the sponsor identifies
companies for inclusion in the portfolio through a qualitative analysis based
on factors such as, but not limited to:

o Cash-flow Adequacy. The sponsor favors companies with recent earnings
and operating cash-flow significantly higher than the dividends paid
as of the company's most recent financial reporting period.

o Balance Sheet. The sponsor favors companies that possess overall
financial strength and exhibit balance sheet improvements relative to
their peers and the marketplace.

o Valuation. The sponsor favors companies whose valuations appear to be
attractive based on measures such as price-to-earnings, price-to-book
and price-to-cash flow.

o Industry Leadership. The sponsor favors companies that possess a
strong competitive position among their domestic and global peers.

o Growth. The sponsor favors companies with a history of (and prospects
for) above average growth of dividends, sales and earnings.

Future Trusts

The sponsor may create future trusts that follow the same general
investment strategy. One such trust is expected to be available approximately
three months after the Inception Date and upon the trust's termination. Each
trust is designed to be part of a longer term strategy.

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

Inception Date __________, 2017
Unit Price $10.00
Termination Date __________, 2019
Distribution Date 25th day of each month
(commencing _____ 25, 2017, if any)
Record Date 15th day of each month
(commencing _____ 15, 2017, if any)
CUSIP Numbers
Cash Distributions
Standard Accounts
Fee Account Cash
Reinvested Distributions
Standard Accounts
Fee Account Reinvest
Ticker CGROAX

Portfolio Diversification

Approximate
Sector Portfolio Percentage
------------------------ ---------------------
%
--------
100.00%
========

Country/Territory Approximate
(Headquartered) Portfolio Percentage
------------------------ ---------------------
%
--------
100.00%
========

Market Approximate
Capitalization Portfolio Percentage
------------------------ ---------------------
%
--------
100.00%
========

Minimum Investment

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

Principal Risks

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 is concentrated in the consumer products sector. As a
result, the factors that impact the consumer products sector will
likely have a greater effect on this trust than a more broadly
diversified trust. General risks of companies in the consumer products
sector include cyclicality of revenues and earnings, economic
recession, currency fluctuations, changing consumer tastes, extensive
competition, product liability litigation and increased government
regulation. A weak economy and its effect on consumer spending would
adversely affect companies in the consumer products sector.]

o [The trust invests significantly in the industrials sector. As a
result, the factors that impact the industrials sector will likely
have a greater effect on this trust than on a more broadly diversified
trust. Adverse developments in this sector may significantly affect
the value of your units. Companies involved in the industrials sector
must contend with the state of the economy, intense competitors,
domestic and international politics, excess capacity and spending
trends.]

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

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 the 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 risks of an unmanaged investment in
securities;

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

o You want high current income or capital preservation.

Fees and Expenses

The amounts below are estimates of the direct and indirect fees and
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 (4) Invested
---------------------------- ------------ -----------
Initial sales fee
paid on purchase (1) 0.00% $ 0.00
Deferred sales fee (2) 2.25 22.50
Creation and
development fee (3) 0.50 5.00
----------- -----------
Maximum sales fees
(including creation
and development fee) 2.75% $27.50
=========== ===========
Estimated organization costs
(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) $____
===========

Approximate
Annual Fund % of Public
Operating Offering Amount Per
Expenses Price (4) 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 (5)
----------- -----------
Total % $_____
=========== ===========

(4) Based on 100 units with a $10 per unit Public Offering Price as of the
Inception Date.

Example

1 year $
3 years
5 years
10 years

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

Trust Portfolio

Guggenheim Defined Portfolios, Series 1612
Dividend Strength Portfolio, Series 26
The Trust Portfolio as of the Inception Date, __________, 2017
----------------------------------------------------------------------------------------------------
Percentage
of Aggregate Initial Per Share Cost To
Ticker Company Name (1) Offer Price Shares Price Portfolio (2)(3)
----------------------------------------------------------------------------------------------------

COMMON STOCKS (100.00%)

Trust Portfolio (continued)

COMMON STOCKS (continued)
----------------
$
================

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

The following footnotes only apply when noted.

(4) Non-income producing security.

(5) U.S.-listed foreign security based on the country of incorporation, which
may differ from the way the company is classified for investment purposes
and portfolio diversification purposes.

(6) American Depositary Receipt ("ADR")/Global Depositary Receipt ("GDR")/CHESS
Depositary Interest ("CDI")/New York Registry Share.

(7) Foreign security listed on a foreign exchange, which may differ from the
way the company is classified for investment purposes and portfolio
diversification purposes.

(8) Common stock of a real estate investment trust ("REIT").

(9) Common stock of a master limited partnership ("MLP").

================================================================================
NATIONAL MUNICIPAL PORTFOLIO OF CEFs, SERIES 35

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.

Investment Objective

The National Municipal Trust seeks to provide current income and the
potential for capital appreciation.

Principal Investment Strategy

Under normal circumstances, the trust invests at least 80% of the value of
its assets in common shares of closed-end investment companies ("Closed-End
Funds") that invest substantially all of their assets in tax-free municipal
bonds, which are rated investment-grade by at least one nationally recognized
statistical rating organization.

See "Description of Ratings" in Part B of the prospectus for additional
information regarding the ratings criteria.

Security Selection

The sponsor has selected for the portfolio Closed-End Funds believed to
have the best potential to achieve the trust's investment objective. The trust
seeks to provide monthly income that is exempt from federal income taxes by
investing in Closed-End Funds that invest substantially all of their assets in
tax-free municipal bonds. Municipal bonds generally offer investors the
potential for stable tax-free income. However, a portion of the income may be
subject to the alternative minimum tax as well as state and local taxes.

When selecting Closed-End Funds for inclusion in this portfolio the sponsor
looks at numerous factors. These factors include, but are not limited to:

o Premium/Discount. The sponsor favors funds that are trading at a
discount relative to their peers and relative to their long-term
average.

o Consistent Dividend. The sponsor favors funds that have a history of
paying a consistent and competitive dividend.

o Performance. The sponsor favors funds that have a history of strong
relative performance (based on market price and net asset value) when
compared to their peers and an applicable benchmark.

Future Trusts

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

Inception Date __________, 2017

Unit Price $10.00

Termination Date __________, 2019

Distribution Date 25th day of each month
(commencing _____ 25, 2017, if any)

Record Date 15th day of each month
(commencing _____ 15, 2017, if any)

CUSIP Numbers

Cash Distributions
Standard Accounts
Fee Account Cash

Reinvested Distributions
Standard Accounts
Fee Account Reinvest

Ticker CENMJX

Portfolio Diversification

Approximate
Security Type Portfolio Percentage
------------------------ --------------------
Closed-End Funds 100.00%
-------
Total 100.00%
=======
Minimum Investment
All accounts 1 unit
--------------------------------------------------------------------------------

Principal Risks

o A Closed-End Fund or an issuer of securities held by a Closed-End Fund
may be unwilling or unable to make principal payments and/or to
declare distributions in the future, may call a security before its
stated maturity, or may reduce the level of distributions declared. A
Closed-End Fund or an underlying issuer may suspend dividends during
the life of the trust. This may result in a reduction in the value of
your units.

o Closed-End Funds held by the trust invest in municipal bonds.
Municipal bonds are long-term fixed rate debt obligations that decline
in value with increases in interest rates, an issuer's worsening
financial condition, a drop in bond ratings or when there is a
decrease in the federal income tax rate. Typically, bonds with longer
periods before maturity are more sensitive to interest rate changes.
Municipal bonds generally generate income exempt from federal income
taxation, but may be subject to the alternative minimum tax. In
addition, some or all of the income generated by a Closed-End Fund may
not be exempt from regular federal or state income taxes and as a
result, the related income paid by the trust may also be subject to
regular federal and state income taxes. Capital gains, if any, may be
subject to tax.

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

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

Tax Status

Federal Tax. Some dividends on the securities in the trust may be
designated as "capital gains dividends" for federal and state tax purposes,
generally taxable to you as long-term capital gains. Some dividends on the
securities in the trust may qualify as "exempt-interest dividends," which
generally are excluded from your gross income for federal income tax purposes.
Some or all of the exempt-interest dividends, however, may be taken into account
in determining your alternative minimum tax, and may have other tax consequences
(e.g., they may affect the amount of your social security benefits that are
taxed). Other dividends on the securities in the trust will generally be taxable
to you as ordinary income. See "Tax Status" in Part B of the prospectus for
additional information.

Who Should Invest

You should consider this investment if:

o You want current income and diversification;

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

o The trust is part of a longer term investment strategy.

You should not consider this investment if:

o You are unwilling to accept the risks involved with owning Closed-End
Funds that hold municipal bonds;

o You are seeking a short-term investment or an investment to be used as
a trading vehicle;

o You are seeking an aggressive high-growth investment strategy;

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

o You want capital preservation.

Fees and Expenses

The amounts below are estimates of the direct and indirect fees and
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 (4) Invested
---------------------------- ------------ -----------
Initial sales fee
paid on purchase (1) 0.00% $ 0.00
Deferred sales fee (2) 2.25 22.50
Creation and
development fee (3) 0.50 5.00
----------- -----------
Maximum sales fees
(including creation
and development fee) 2.75% $27.50
=========== ===========
Estimated organization costs
(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) $____
===========

Approximate
Annual Fund % of Public
Operating Offering Amount Per
Expenses Price (4) 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 (5)
Estimated Closed-End
Fund expenses (6)
----------- -----------
Total % $_____
=========== ===========

(4) Based on 100 units with a $10 per unit Public Offering Price as of the
Inception Date.

Example

1 year $
3 years
5 years
10 years

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

Trust Portfolio

Guggenheim Defined Portfolios, Series 1612
National Municipal Portfolio of CEFs, Series 35
The Trust Portfolio as of the Inception Date, __________, 2017
----------------------------------------------------------------------------------------------------
Percentage
of Aggregate Initial Per Share Cost To
Ticker Company Name (1) Offer Price Shares Price Portfolio (2)(3)
----------------------------------------------------------------------------------------------------

CLOSED-END FUNDS (100.00%)
----------------
$
================

(1) All securities are represented entirely by contracts to purchase
securities, which were entered into by the sponsor on ________, 2017. 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 ________, 2017. For securities quoted on a national exchange,
including the NASDAQ Stock Market, Inc., securities are generally valued at
the closing sale price using the market value per share. For foreign
securities traded on a foreign exchange, if any, securities are generally
valued at the closing sale price 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 $___ loss to the sponsor on the Inception Date.

================================================================================
UNDERSTANDING YOUR INVESTMENTS

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 (which includes an initial sales fee, if
applicable, a deferred sales fee and the creation and development
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 your 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.

If applicable, the trustee or its designee will value foreign securities
primarily traded on foreign exchanges at their fair value which may be other
than their market prices 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, if applicable, 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 estimates set forth under "Fees and Expenses."

Transactional Sales Fee. You pay a fee when you buy units. We refer to this
fee as the "transactional sales fee." The transactional sales fee for a trust
typically has only a deferred component of 2.25% of the Public Offering Price,
based on a $10 unit. This percentage amount of the transactional sales fee is
based on the unit price on the Inception Date. Because the transactional sales
fee equals the difference between the maximum sales fee and the C&D Fee, the
percentage and dollar amount of the transactional sales fee will vary as the
unit price varies.

The transactional sales fee does not include the C&D Fee which is
described in "Fees and Expenses" in Part A of the prospectus and under
"Expenses of the Trust" in Part B of the prospectus.

Initial Sales Fee. On the date of deposit, the trusts do not charge an
initial sales fee. However, you will be charged an initial sales fee if you
purchase your units after the first deferred sales fee payment has been
assessed or if the price you pay for your units exceeds $10 per unit. The
initial sales fee, which you will pay at the time of purchase, is equal to the
difference between the maximum sales fee (2.75% of the Public Offering Price
for the trusts) and the sum of the maximum remaining deferred sales fees and
the C&D Fee (initially $0.275 per unit for the trusts). The dollar amount and
percentage amount of the initial sales fees will vary over time.

Deferred Sales Fee. We defer payment of the rest of the transactional
sales fee through the deferred sales fee ($0.225 per unit for the trusts). You
pay any remaining deferred sales fee when you sell or redeem units. The trusts
may sell securities to meet the trusts' obligations with respect to the
deferred sales fee. Thus, no assurance can be given that a trust will retain
its present size and composition for any length of time.

In limited circumstances and only if deemed in the best interests of
unitholders, the sponsor may delay the payment of the deferred sales fee from
the dates listed under "Fees and Expenses."

When you purchase units of your trust, if your total maximum sales fee is
less than the fixed dollar amount of the deferred sales fee and the C&D Fee,
the sponsor will credit you the difference between your maximum sales fee and
the sum of the deferred sales fee and the C&D Fee at the time you buy units by
providing you with additional units.

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. We, as sponsor, will receive and you will pay the C&D Fee. See "Expenses
of the Trust" in Part B of the prospectus for additional information.

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. Such
purchases are also subject to the C&D Fee. 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. Since the deferred sales fee is a fixed dollar amount per unit, your
trust must charge the deferred sales fee per unit regardless of this discount.
If you elect the distribution reinvestment plan, we will credit you with
additional units with a dollar value sufficient to cover the amount of any
remaining deferred sales fee that will be collected on such units at the time
of reinvestment. 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 is 2.00% of
the Public Offering Price per unit.

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
-------------------------------
%

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
trusts 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 your 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 your 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 amounts set forth in your "Trust
Portfolio" on the initial deposit of securities into your 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." You pay any remaining deferred sales fee when you sell or redeem your
units. 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. If units of a trust are
redeemed prior to the deferred sales fee period, the entire deferred sales fee
will be collected.

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. At the sponsor's discretion, certain redemptions may
be made by an in-kind distribution of the securities underlying the units in
lieu of cash.

You can generally request an in-kind distribution of the securities
underlying your units if you own units worth at least $25,000 or you originally
paid at least that amount for your units. This option is generally available
only for securities traded and held in the United States and is not available
within 30 business days of a trust's termination. We may modify or discontinue
this option at any time without notice. If you request an in-kind distribution
of the securities underlying units of your trust, you may incur any
distribution or service fees (Rule 12b-1 fees) applicable to those securities.

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 your 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 or default on interest
payments, trust expenses change or as a result of changes in a 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 trusts. 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 a
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 a trust.

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

Closed-End Fund risk. The California Municipal Trust and the National
Municipal Trust invest in Closed-End Funds. 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's portfolio 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 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. In addition, Closed-End Funds are
subject to their own annual fees and expenses, including a management fee. Such
fees reduce the potential benefits associated with owning a Closed-End Fund and
are in addition to a trust's expenses.

Municipal bond risk. The Closed-End Funds held by the California Municipal
Trust and the National Municipal Trust invest in municipal bonds, which are
subject to various risks. The primary risk associated with an investment in
municipal bonds is that the issuer or an insurer of the municipal bond will
default on principal and/or interest payments when due on the municipal bond. In
addition, fixed-rate municipal bonds are subject to further risks, including the
risk that the value of such municipal bonds will decline with increases in
interest rates or a decrease in the federal or state (if applicable) income tax
rate.

Certain municipal bonds held by the Closed-End Funds may be original issue
discount bonds and/or zero coupon bonds. Original issue discount bonds are
bonds originally issued at less than the market interest rate. Zero coupon
bonds are original issue discount bonds that do not provide for the payment of
any current interest. Zero coupon bonds are subject to substantially greater
price fluctuations during periods of changing market interest rates than bonds
of comparable quality that pay current income.

Certain municipal bonds held by the Closed-End Funds may have been
purchased by the sponsor or issuers of the securities in a trust on a "when
issued" basis. Municipal bonds purchased on a "when issued" basis have not yet
been issued by their governmental entity on the initial date of deposit
(although such governmental entity had committed to issue such municipal
bonds). In the case of these and/or certain other municipal bonds, the delivery
of the municipal bonds may be delayed ("delayed delivery") or may not occur.

Certain municipal bonds held by the Closed-End Funds are subject to
redemption prior to their stated maturity date pursuant to sinking fund or call
provisions. A call or redemption provision is more likely to be exercised when
the offering price valuation of a bond is higher than its call or redemption
price. Such price valuation is likely to be higher in periods of declining
interest rates.

Some dividends on certain of the Closed-End Funds in your trust may not
qualify as "exempt-interest dividends," which generally are excluded from your
gross income for federal income tax purposes. Some or all of the exempt-
interest dividends, however, may be taken into account in determining your
alternative minimum tax, and may have other tax consequences (e.g., they may
affect the amount of your social security benefits that are taxed).

California state specific risk. Because the California Municipal Trust
includes Closed-End Funds containing bonds of issuers located in California,
there may be more risk than if the bonds were issued by issuers located in
several states. The financial condition of California is affected by various
national and local, economic, social and environmental policies and conditions
and may have an effect on the value of the units in the trust. Additionally,
Constitutional and statutory limitations imposed on the State and its local
governments concerning taxes, bond indebtedness and other matters may constrain
the revenue-generating capacity of the State and its local governments and,
therefore, the ability of the issuers of the bonds to satisfy their
obligations.

The economic vitality of California and its various regions and,
therefore, the ability of the State and its local governments to satisfy the
bonds, are affected by numerous factors, such as natural disasters, weakness in
the technology sector and fluctuations in the energy supply. In addition,
California's population increase has resulted in traffic congestion, school
overcrowding and high housing costs which have caused an increased demand for
government services and which may impede future economic growth.

The state is a party to numerous lawsuits in which an adverse final
decision could materially affect the state's governmental operations and
consequently its ability to pay debt service on its obligations.

As of __________, 2017, all outstanding general obligation bonds of the
state of California are rated "___" with a stable outlook by Standard & Poor's.

Interest rate risk. Interest rate risk is the risk that the value of
securities held by a Closed-End Fund in the trusts will decline in value
because of a rise in interest rates. Generally, securities that pay fixed rates
of return will increase in value when interest rates decline and decrease in
value when interest rates rise. Typically, securities that pay fixed rates of
return with longer periods before maturity are more sensitive to interest rate
changes. The California Muncipal Trust and National Municipal Trust may be
subject to greater risk of rising interest rates than would normally be the
case due to the current period of historically low rates.

Credit and dividend payment risk. Credit risk is the risk that an issuer
of a security or a Closed-End Fund is unable or unwilling to make dividend,
interest and/or principal payments. High-yield or "junk" securities that are
rated below investment-grade are generally more susceptible to credit risk than
investment-grade securities.

Call risk. Call risk is the risk that securities held by a Closed-End Fund
in the trusts can be prepaid or "called" by the issuer before their stated
maturity. If securities are called, your income will decline and you may not be
able to reinvest the money you receive at as high a yield. Also, an early call
at par of a security trading at a premium will reduce your return. Securities
held by a Closed-End Fund in the trusts are more likely to be called when
interest rates decline. This would result in early returns of principal to the
Closed-End Funds in the trusts. The securities may also be subject to special or
extraordinary call provisions and "mandatory put" features that may cause the
securities to be removed from a fund prior to maturity or stated call dates.
High-yield or "junk" securities that are rated below investment-grade are
generally more susceptible to this risk than investment-grade securities.

Security quality risk. The California Municipal Trust and the National
Municipal Trust may be exposed to Security Quality Risk. Security quality risk
is the risk that a reduction in a security's rating may decrease its value, the
value of a Closed-End Fund and the value of your investment in your trust.
Securities ratings may be reduced at any time, including during the primary
offering period of your trust.

[Consumer products sector risk. The Dividend Strength Trust is
concentrated in the consumer products sector. As a result, the factors that
impact the consumer products sector will likely have a greater effect on this
trust than on a more broadly diversified trust. General risks of companies in
the consumer products sectors include cyclicality of revenues and earnings,
economic recession, currency fluctuations, changing consumer tastes, extensive
competition, product liability litigation and increased government regulation.
Generally, spending on consumer products is affected by the health of
consumers. Companies in the consumer products sectors are subject to government
regulation affecting the permissibility of using various food additives and
production methods, which regulations could affect company profitability.
Tobacco companies may be adversely affected by the adoption of proposed
legislation and/or by litigation. Also, the success of foods and soft drinks
may be strongly affected by fads, marketing campaigns and other factors
affecting supply and demand. A weak economy and its effect on consumer spending
would adversely affect consumer products companies.]

[Industrials sector risk. The Dividend Strength Trust invests significantly
in the industrials sector. As a result, the factors that impact the industrials
sector will likely have a greater effect on this trust than on a more broadly
diversified trust. The profitability of industrial companies is affected by
various factors including the general state of the economy, intense competition,
domestic and international politics, excess capacity and spending trends.

The Internet may also influence the industrial market. Customers' desire
for better pricing and convenience, as well as manufacturers' desire to boost
profitability by finding new avenues of sales growth and productivity gains,
may drive many industrial manufacturers to invest heavily in Internet hardware
and software. Because the Internet allows manufacturers to take orders directly
from customers, thus eliminating the middlemen from both supply chains and
distributors, industrial makers may no longer need traditional third-party
outfits to distribute their products. In addition, the Internet may also allow
industrial manufacturers to cut inventory levels, by enabling customers to
tailor their orders to their specific needs.

Industrial companies may also be affected by factors more specific to
their individual industries. Industrial machinery manufacturers may be subject
to declines in consumer demand and the need for modernization.]

Foreign securities risk. The Dividend Strength Trust invests in U.S.-listed
foreign securities. 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 a Closed-End
Fund's net asset 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 a Closed-End Fund 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 a Closed-End Fund's foreign security holdings.

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

REIT risk. The Dividend Strength Trust invests in REITs. A REIT is a
company that buys, develops, finances and/or manages income-producing real
estate. Such securities may concentrate their investments in specific geographic
areas or in specific property types, such as hotels, shopping malls, residential
complexes and office buildings. The value of the real estate securities and the
ability of such securities to distribute income may be adversely affected by
several factors, including: rising interest rates; changes in the global and
local economic climate and real estate conditions; perceptions of prospective
tenants of the safety, convenience and attractiveness of the properties; the
ability of the owner to provide adequate management, maintenance and insurance;
increased competition from new properties; the cost of complying with the
Americans with Disabilities Act; the impact of present or future environmental
legislation and compliance with environmental laws; changes in real estate taxes
and other operating expenses; adverse changes in governmental rules and fiscal
policies; adverse changes in zoning laws; declines in the value of real estate;
the downturn in the subprime mortgage lending market in the United States; and
other factors beyond the control of the issuer of the security.

Limited liquidity and volatility risk. The markets for fixed-income
securities, such as those held by certain Closed-End Funds held by the
California Municipal Trust and National Municipal Trust, may experience periods
of illiquidity and volatility. General market uncertainty and consequent
repricing risk have led to market imbalances of sellers and buyers, which in
turn have resulted in significant valuation uncertainties in a variety of
fixed-income securities. These conditions resulted, and in many cases continue
to result in, greater volatility, less liquidity, widening credit spreads and a
lack of price transparency, with many debt securities remaining illiquid and of
uncertain value. These market conditions may make valuation of some of the
securities held by a Closed-End Fund uncertain and/or result in sudden and
significant valuation increases or declines in its holdings. In addition,
illiquidity and volatility in the credit markets may directly and adversely
affect the setting of dividend rates on the shares of the Closed-End Funds.

Mid-capitalization company risk. The Dividend Strength 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.

Litigation and legislation risk. The trusts are 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 issuers represented in your 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 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 a trust who hold
a significant portion of a trust and, as result, a redemption by such
significant holder may have a material impact on the size, expenses and
viability of a 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 your
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 a 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.

Only the trustee may vote the shares of the Closed-End Funds held in the
California Municipal Trust and National Municipal Trust. The trustee will vote
the shares in the same general proportion as the shares held by other
shareholders of each Closed-End Fund.

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, your trust may not be fully invested at all
times, which may impact a 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, acting in an agency capacity, may
direct that the trust places orders with and pays 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 your
trust or any other products sponsored by us. We cannot guarantee that a 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.

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 pay a fee to the sponsor for creating and developing your
trust, including determining the trust's 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" of $0.05 per unit from the assets of your trust
as of the close of the initial public offering period. The sponsor does not use
the fee to pay distribution expenses or as compensation for sales efforts.

Your trust will also pay its general operating expenses, including any
licensing fees. Your trust may also 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.

If applicable, your trust, and therefore the unitholders of your trust,
will also indirectly bear the expenses of the underlying Closed-End Funds.
While your trust will not pay these expenses directly out of its assets, these
expenses are shown under "Annual Fund Operating Expenses of the Trust" in the
"Fees and Expenses" section of the prospectus to illustrate the impact of these
expenses. Please note that the sponsor or an affiliate may be engaged as a
service provider to certain Closed-End Funds held by your trust and therefore
certain fees paid by your trust to such Closed-End Funds will be paid to the
sponsor or an affiliate for its services to such Closed-End Funds.

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 1612

We have audited the accompanying statements of financial condition,
including the trust portfolios set forth on pages 8, 14, 15 and 22 of this
prospectus, of Guggenheim Defined Portfolios, Series 1612, as of __________,
2017, the initial date of deposit. These statements of financial condition are
the responsibility of the trusts' sponsor. Our responsibility is to express an
opinion on these statements of financial condition based on our audits.

We conducted our audits in accordance with the auditing standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits to obtain reasonable assurance
about whether the statements of financial condition are free of material
misstatement. We were not engaged to perform an audit of the trusts' internal
control over financial reporting. Our audits 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 trusts' 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 statements 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 statements of
financial condition as of __________, 2017. We believe that our audits of the
statements of financial condition provide a reasonable basis for our opinion.

In our opinion, the statements of financial condition referred to above
present fairly, in all material respects, the financial position of Guggenheim
Defined Portfolios, Series 1612, as of __________, 2017, in conformity with
accounting principles generally accepted in the United States of America.

Grant Thornton LLP

Chicago, Illinois

__________, 2017

Guggenheim Defined Portfolios, Series 1612

Statements of Financial Condition
as of the Inception Date, __________, 2017

California Dividend National
Municipal Strength Municipal
Investment in securities Trust Trust Trust

Sponsor's contracts to purchase underlying securities
backed by letter of credit (1)(2) $ $ $
----------- ----------- -----------
$ $ $
=========== =========== ===========
Liabilities and interest of unitholders
Liabilities:
Organization costs (3) $ $ $
Creation and development fee (6)
Deferred sales fee (4)
----------- ----------- -----------

----------- ----------- -----------
Interest of unitholders:
Cost to unitholders (5)
Less: initial sales fee (4)
Less: organization costs, C&D and deferred
sales fees (3)(4)(5)(6)
----------- ----------- -----------
Net interest of unitholders
----------- ----------- -----------
Total $ $ $
=========== =========== ===========
Number of units
=========== =========== ===========
Net Asset Value per Unit $ $ $
=========== =========== ===========

-------------------
(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 $______, $______ and $______)
necessary for the purchase of the securities in the California Municipal
Trust, the Dividend Strength Trust and the National Municipal Trust,
respectively, 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 trusts.
These costs have been estimated at $_____, $_____ and $_____ per 100 units
of the California Municipal Trust, the Dividend Strength Trust and the
National Municipal Trust, respectively. 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 a trust.

(4) The aggregate cost to unitholders includes a maximum sales fee, which
consists of an initial sales fee, if applicable, a deferred sales fee and a
creation and development fee. If units are purchased after the first
deferred sales fee has been assessed or if the price you pay for your units
exceeds $10 per unit, an initial sales fee is charged, which is equal to
the difference between the maximum sales fee and the sum of the remaining
deferred sales fee and the creation and development fee. On the Inception
Date, the maximum sales fee is 2.75% of the Public Offering Price for the
trusts (equivalent to 2.75% of the net amount invested for the trusts). The
deferred sales fee is equal to $0.225 per unit for the trusts.

(5) The aggregate cost to investors includes the applicable sales fee, assuming
no reduction of sales fees.

(6) Each trust is committed to pay a creation and development fee of $5.00 per
100 units at the close of the initial public offering period. The creation
and development fee will not be assessed to units that are redeemed prior
to the close of the initial offering period.

GUGGENHEIM DEFINED PORTFOLIOS

GUGGENHEIM PORTFOLIO PROSPECTUS

PART B DATED __________, 2017

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 25
Expenses of the Trust 31
Portfolio Transactions and Brokerage Allocation 33
Purchase, Redemption and Pricing of Units 33
Taxes 38
Experts 43
Description of Ratings 43

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.

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 borrowing rises.

Municipal Bond Risks. If set forth in Part A of the prospectus, a trust,
or issuers of securities held by a trust, may invest in municipal bonds. If
this is the case, an investment in units should be made with an understanding
of the risks which an investment in municipal bonds entails.

Failure of issuers to pay interest and/or principal. The primary risk
associated with an investment in municipal bonds is that the issuer or an
insurer of the municipal bond will default on principal and/or interest
payments when due on the municipal bond. Such a default would have the effect
of lessening the income generated by each trust and/or the value of the trust's
units. The bond ratings assigned by major rating organizations are an
indication of the issuer's ability to make interest and principal payments when
due on its municipal bonds. Subsequent to the initial date of deposit the
rating assigned to a municipal bond may decline. Neither the sponsor nor the
trustee shall be liable in any way for any default, failure or defect in any
bond.

Fixed-rate bonds. Municipal bonds are subject to the risk that the value
of such municipal bonds (and, therefore, of the units) will decline with
increases in interest rates or a decrease in the federal or state (if
applicable) income tax rate. Inflation and economic recession are two of the
major factors, among others, which contribute to fluctuations in interest rates
and the values of fixed-rate municipal bonds.

Original issue discount bonds and zero coupon bonds. Certain municipal
bonds may be original issue discount bonds and/or zero coupon bonds. Original
issue discount bonds are bonds originally issued at less than the market
interest rate. Zero coupon bonds are original issue discount bonds that do not
provide for the payment of any current interest. Zero coupon bonds are subject
to substantially greater price fluctuations during periods of changing market
interest rates than bonds of comparable quality that pay current income. For
federal income tax purposes, original issue discount on tax-exempt bonds must
be accrued over the term of the bonds. On sale or redemption of the bonds, the
difference between (i) the amount realized (other than amounts treated as
tax-exempt income); and (ii) the tax basis of such bonds (properly adjusted, in
the circumstances described below, for the accrual of original issue discount)
will generally be treated as taxable gain or loss.

"When issued" and "delayed delivery" bonds. Certain municipal bonds have
been purchased by the sponsor or issuers of the securities in a trust on a
"when issued" basis. Municipal bonds purchased on a "when issued" basis have
not yet been issued by their governmental entity on the initial date of deposit
(although such governmental entity had committed to issue such municipal
bonds). In the case of these and/or certain other municipal bonds, the delivery
of the municipal bonds may be delayed ("delayed delivery") or may not occur.
The effect of a trust containing "delayed delivery" or "when issued" municipal
bonds is that unitholders who purchased their units prior to the date such
municipal bonds are actually delivered to the trustee may have to make a
downward adjustment in the tax basis of their units. Such downward adjustment
may be necessary to account for interest accruing on such "when issued" or
"delayed delivery" municipal bonds during the time between their purchase of
units and delivery of such municipal bonds to a trust.

Redemption or sale prior to maturity. Certain municipal bonds are subject
to redemption prior to their stated maturity date pursuant to sinking fund or
call provisions. A call or redemption provision is more likely to be exercised
when the offering price valuation of a bond is higher than its call or
redemption price. Such price valuation is likely to be higher in periods of
declining interest rates. Certain municipal bonds may be sold or redeemed or
otherwise mature.

Market discount. Certain municipal bonds have current market values below
face value. A primary reason for the market value of such municipal bonds being
less than face value at maturity is that the interest rate of such municipal
bonds is at lower rates than the current market interest rate for comparably
rated municipal bonds. Municipal bonds selling at market discounts tend to
increase in market value as they approach maturity. A market discount
tax-exempt municipal bond held to maturity will have a larger portion of its
total return in the form of taxable ordinary income and less in the form of
tax-exempt income than a comparable municipal bond bearing interest at current
market rates.

General obligation bonds. Certain municipal bonds may be general
obligations of a governmental entity that are secured by the taxing power of
the entity. General obligation bonds are backed by the issuer's pledge of its
full faith, credit and taxing power for the payment of principal and interest.
The taxing power of any governmental entity may be limited, however, by
provisions of state constitutions or laws. An entity's credit will depend on
many factors: tax base, reliance on federal or state aid, and factors that are
beyond the entity's control.

Appropriations bonds. Certain municipal bonds may be municipal bonds that
are, in whole or in part, subject to and dependent upon either the governmental
entity making appropriations from time to time or the continued existence of
special temporary taxes which require legislative action for their
reimposition. The availability of any appropriation is subject to the
willingness or ability of the governmental entity to continue to make such
special appropriations or to reimpose such special taxes. The obligation to
make lease payments exists only to the extent of the monies available to the
governmental entity therefor, and no liability is incurred by the governmental
entity beyond the monies so appropriated. Once an annual appropriation is made,
the governmental entity's obligation to make lease rental payments is absolute
and unconditional regardless of any circumstances or occurrences which might
arise. In the event of non-appropriation, certificateholders' or bondowners'
sole remedy (absent credit enhancement) generally is limited to repossession of
the collateral for resale or releasing. In the event of non-appropriation, the
sponsor may instruct the trustee to sell such municipal bonds.

Industrial development revenue bonds ("IDRs"). IDRs, including pollution
control revenue bonds, are tax-exempt securities issued by states,
municipalities, public authorities or similar entities to finance the cost of
acquiring, constructing or improving various projects. These projects are
usually operated by corporate entities. IDRs are not general obligations of
governmental entities backed by their taxing power. Issuers are only obligated
to pay amounts due on the IDRs to the extent that funds are available from the
unexpended proceeds of the IDRs or receipts or revenues of the issuer. Payment
of IDRs is solely dependent upon the creditworthiness of the corporate operator
of the project or corporate guarantor. Such corporate operators or guarantors
that are industrial companies may be affected by many factors which may have an
adverse impact on the credit quality of the particular company or industry.

Hospital and health care facility bonds. The ability of hospitals and
other health care facilities to meet their obligations with respect to revenue
bonds issued on their behalf is dependent on various factors. Some such factors
are the level of payments received from private third-party payors and
government programs and the cost of providing health care services. There can
be no assurance that payments under governmental programs will remain at levels
comparable to present levels or will be sufficient to cover the costs
associated with their bonds. It also may be necessary for a hospital or other
health care facility to incur substantial capital expenditures or increased
operating expenses to effect changes in its facilities, equipment, personnel
and services. Hospitals and other health care facilities are additionally
subject to claims and legal actions by patients and others in the ordinary
course of business. There can be no assurance that a claim will not exceed the
insurance coverage of a health care facility or that insurance coverage will be
available to a facility.

Housing bonds. Multi-family housing revenue bonds and single family
mortgage revenue bonds are state and local housing issues that have been issued
to provide financing for various housing projects. Multi-family housing revenue
bonds are payable primarily from mortgage loans to housing projects for low to
moderate income families. Single-family mortgage revenue bonds are issued for
the purpose of acquiring notes secured by mortgages on residences. The ability
of housing issuers to make debt service payments on their obligations may be
affected by various economic and non-economic factors. Such factors include:
occupancy levels, adequate rental income in multi-family projects, the rate of
default on mortgage loans underlying single family issues and the ability of
mortgage insurers to pay claims. All single family mortgage revenue bonds and
certain multi-family housing revenue bonds are prepayable over the life of the
underlying mortgage or mortgage pool. Therefore, the average life of housing
obligations cannot be determined. However, the average life of these
obligations will ordinarily be less than their stated maturities. Mortgage
loans are frequently partially or completely prepaid prior to their final
stated maturities. To the extent that these obligations were valued at a
premium when a unitholder purchased units, any prepayment at par would result
in a loss of capital to the unitholder and reduce the amount of income that
would otherwise have been paid to unitholders.

Power bonds. The ability of utilities to meet their obligations with
respect to bonds they issue is dependent on various factors. These factors
include the rates they may charge their customers, the demand for a utility's
services and the cost of providing those services. Utilities may also be
subject to extensive regulations relating to the rates which they may charge
customers. Utilities can experience regulatory, political and consumer
resistance to rate increases. Utilities engaged in long-term capital projects
are especially sensitive to regulatory lags in granting rate increases.
Utilities are additionally subject to increased costs due to governmental
environmental regulation and decreased profits due to increasing competition.
Any difficulty in obtaining timely and adequate rate increases could adversely
affect a utility's results of operations. The sponsor cannot predict at this
time the ultimate effect of such factors on the ability of any issuers to meet
their obligations with respect to municipal bonds.

Water and sewer revenue bonds. Water and sewer bonds are generally payable
from user fees. The ability of state and local water and sewer authorities to
meet their obligations may be affected by a number of factors. Some such
factors are the failure of municipalities to utilize fully the facilities
constructed by these authorities, declines in revenue from user charges, the
possible inability to obtain rate increases, rising construction and
maintenance costs, impact of environmental requirements, the difficulty of
obtaining or discovering new supplies of fresh water, the effect of
conservation programs, the impact of "no growth" zoning ordinances and the
continued availability of federal and state financial assistance and of
municipal bond insurance for future bond issues.

Education, university and college bonds. The ability of educational
institutions, including universities and colleges, to meet their obligations is
dependent upon various factors. Some of these factors include the size and
diversity of their sources of revenues, enrollment, reputation, management
expertise, the availability and restrictions on the use of endowments and other
funds, the quality and maintenance costs of campus facilities. Also, in the
case of public institutions, the financial condition of the relevant state or
other governmental entity and its policies with respect to education may affect
an institution's ability to make payment on its own.

Lease rental bonds. Lease rental bonds are predominantly issued by
governmental authorities that have no taxing power or other means of directly
raising revenues. Rather, the authorities are financing vehicles created solely
for the construction of buildings or the purchase or equipment that will be
used by a state or local government. Thus, the bonds are subject to the ability
and willingness of the lessee government to meet its lease rental payments
which include debt service on the bonds. Lease rental bonds are subject to the
risk that the lessee government is not legally obligated to budget and
appropriate for the rental payments beyond the current fiscal year. These bonds
are also subject to the risk of abatement in many states as rental bonds cease
in the event that damage, destruction or condemnation of the project prevents
its use by the lessee. Also, in the event of default by the lessee government,
there may be significant legal and/or practical difficulties involved in the
reletting or sale of the project.

Capital improvement facility bonds. Capital improvement bonds are bonds
issued to provide funds to assist political subdivisions or agencies of a state
through acquisition of the underlying debt of a state or local political
subdivision or agency. The risks of an investment in such bonds include the
risk of possible prepayment or failure of payment of proceeds on and default of
the underlying debt.

Solid waste disposal bonds. Municipal bonds issued for solid waste
disposal facilities are generally payable from tipping fees and from revenues
that may be earned by the facility on the sale of electrical energy generated
in the combustion of waste products. The ability of solid waste disposal
facilities to meet their obligations depends upon the continued use of the
facility, the successful and efficient operation of the facility and, in the
case of waste-to-energy facilities, the continued ability of the facility to
generate electricity on a commercial basis. Also, increasing environmental
regulation of the federal, state and local level has a significant impact on
waste disposal facilities. While regulation requires most waste producers to
use waste disposal facilities, it also imposes significant costs on the
facilities.

Moral obligation bonds. Certain bonds may be "moral obligation" bonds. If
an issuer of moral obligation bonds is unable to meet its obligations, the
repayment of the bonds becomes a moral commitment but not a legal obligation of
the state or municipality in question. Thus, such a commitment generally
requires appropriation by the state legislature and accordingly does not
constitute a legally enforceable obligation of debt of the state. The agencies
or authorities generally have no taxing power.

Refunded bonds. Refunded bonds are typically secured by direct obligations
of the U.S. Government, or in some cases obligations guaranteed by the U.S.
Government, placed in an escrow account maintained by an independent trustee
until maturity or a predetermined redemption date. These obligations are
generally non-callable prior to maturity or the predetermined redemption date.
In a few isolated instances to date, however, bonds which were thought to be
escrowed to maturity have been called for redemption prior to maturity.

Airport, port and highway revenue bonds. Certain facility revenue bonds
are payable from and secured by the revenues from the ownership and operation
of particular facilities, such as airports, highways and port authorities.
Airport operating income may be affected by the ability of airlines to meet
their obligations under the agreements with airports. Similarly, payment on
bonds related to other facilities is dependent on revenues from the projects,
such as use fees from ports, tolls on turnpikes and bridges and rents from
buildings. Payment may be adversely affected by reduction in revenues due to
such factors and increased cost of maintenance or decreased use of a facility.
The sponsor cannot predict what effect conditions may have on revenues which
are dependent for payment on these bonds.

Special tax bonds. Special tax bonds are payable for and secured by the
revenues derived by a municipality from a particular tax. Examples of special
taxes are a tax on the rental of a hotel room, on the purchase of food and
beverages, on the rental of automobiles or on the consumption of liquor.
Special tax bonds are not secured by the general tax revenues of the
municipality, and they do not represent general obligations of the
municipality. Payment on special tax bonds may be adversely affected by a
reduction in revenues realized from the underlying special tax. Also, should
spending on the particular goods or services that are subject to the special
tax decline, the municipality may be under no obligation to increase the rate
of the special tax to ensure that sufficient revenues are raised from the
shrinking taxable base.

Tax allocation bonds. Tax allocation bonds are typically secured by
incremental tax revenues collected on property within the areas where
redevelopment projects, financed by bond proceeds are located. Municipal bond
payments are expected to be made from projected increases in tax revenues
derived from higher assessed values of property resulting from development in
the particular project area and not from an increase in tax rates. Special risk
considerations include: variations in taxable values of property in the project
area; successful appeals by property owners of assessed valuations; substantial
delinquencies in the payment of property taxes; or imposition of any
constitutional or legislative property tax rate decrease.

Transit authority bonds. Mass transit is generally not self-supporting
from fare revenues. Additional financial resources must be made available to
ensure operation of mass transit systems as well as the timely payment of debt
service. Often such financial resources include federal and state subsidies,
lease rentals paid by funds of the state or local government or a pledge of a
special tax. If fare revenues or the additional financial resources do not
increase appropriately to pay for rising operating expenses, the ability of the
issuer to adequately service the debt may be adversely affected.

Convention facility bonds. Municipal bonds in the convention facilities
category include special limited obligation securities issued to finance
convention and sports facilities payable from rental payments and annual
governmental appropriations. The governmental agency is not obligated to make
payments in any year in which the monies have not been appropriated to make
such payments. In addition, these facilities are limited use facilities that
may not be used for purposes other than as convention centers or sports
facilities.

Correctional facility bonds. Municipal bonds in the correctional
facilities category include special limited obligation securities issued to
construct, rehabilitate and purchase correctional facilities payable from
governmental rental payments and/or appropriations.

Tobacco settlement bonds. Tobacco settlement bonds are municipal
obligations that are backed entirely by expected revenues to be derived from
lawsuits settled between governmental entities and American tobacco companies
involving tobacco related deaths and illnesses. The settlements primarily
involve Phillip Morris; R.J. Reynolds; Brown & Williamson, a division of
British American Tobacco; and Lorillard, a division of the Loews Corporation.
Revenues from approximately 17 other companies are also providing part of the
settlement payments. Because tobacco settlement bonds are backed by a single
source of revenue--the payments from tobacco companies, the creditworthiness of
the bonds depends in large part, on the ability of these companies to meet
their obligations. Risk factors facing tobacco companies include: reduced
cigarette consumption, increased taxes on cigarettes, continuing litigation and
the possibility of bankruptcy. The initial and annual payments made by the
tobacco companies will be adjusted based on a number of factors, the most
important of which is domestic cigarette consumption. If the volume of
cigarettes shipped in the U.S. by manufacturers participating in the settlement
decreases significantly, payments due from them will also decrease. Demand for
cigarettes in the U.S. could continue to decline due to price increases needed
to recoup the cost of payments by tobacco companies. Demand could also be
affected by: anti-smoking campaigns, tax increases, reduced advertising,
enforcement of laws prohibiting sales to minors; elimination of certain sales
venues such as vending machines; and the spread of local ordinances restricting
smoking in public places.

California State Risks. The California Trust is susceptible to political,
economic or regulatory factors affecting issuers of California municipal
obligations (the "California Municipal Obligations"). These include the
possible adverse effects of certain California constitutional amendments,
legislative measures, voter initiatives and other matters that are described.
The information provided below is only a brief summary of the complex factors
affecting the financial situation in California and is derived from sources
that are generally available to investors and are believed to be accurate. No
independent verification has been made of the accuracy or completeness of any
of the following information. It is based in part on information obtained from
various state and local agencies in California or contained in official
statements for various California Municipal Obligations.

Economic Outlook. California's economy continued to improve during the
first several months of fiscal year beginning July 1, 2015. Job gains, falling
unemployment, increases in personal income, higher auto sales and rising
construction illustrated the size and scope of this growth. Employment
opportunities in California continued to improve during the first several
months of the 2015-16 fiscal year. Seasonally adjusted job growth averaged
about 8,900 jobs per month, although the pace of growth slowed somewhat
relative to the gains observed during the 2014-15 fiscal year. California's
jobless rate continued to fall during the first half of the fiscal year
2015-16. By December, it had receded to 5.8% from 6.3% in June 2015.

California's personal income growth continued to outpace that of the
nation during the first quarter of fiscal year 2015-16. During that period, the
State's total personal income increased by 6.5% over the same period last year,
compared to a 4.6% increase nationally. The pace of new car sales continued to
increase during the beginning of the 2015-16 fiscal year, with an increase of
10.3% for the 12 months ending December 2015. The housing market continued to
show strength during the first half of the 2015-16 fiscal year. As of December
2015, home prices were up 7.8% relative to prices during the same period one
year earlier, and the number of sales had increased by 10.7% from the level
observed in December 2014. New residential construction accelerated slightly in
the first half of the 2015-16 fiscal year. The number of permits for new
residential units increased to an annual pace of 95,000 units as of December
2015, an increase of 11.9% compared to the same period last year. Since the
passage of the Budget Act, General Fund revenues have exceeded estimates used
in preparing the budget. As of January 1, 2016, General Fund revenues were
$884.6 billion more than forecasted, while total disbursements were $307
million below estimates. As a result, the General Fund's temporary borrowing
was $1.4 billion less than projected, leaving a balance at December 31, 2015,
of $11.1 billion in outstanding loans -- which for the first time in 15 years
is comprised entirely of internal borrowing from special funds rather than
external loans such as revenue anticipation notes.

Net Assets. The primary government ended the 2014-15 fiscal year with a
net deficit position of $41.0 billion. The total net deficit position is
reduced by $103 billion for investment in capital assets (net of related debt)
and by $31.1 billion for restricted net assets, the resulting unrestricted net
assets totaled a negative $175.1 billion. Restricted new assets are dedicated
for specified uses and are not available to fund current activities. More than
51% ($89.9 billion) of the negative $175.1 billion consists of unfunded,
employee-related, long-term liabilities that are recognized as soon as an
obligation has been incurred, even though payment will occur over many future
periods (net pension liability, net other postemployment benefit obligations
and compensated absences.) Another 38.3% ($67.1 billion) consists of
outstanding bonded debt issued to build capital assets for school districts and
other local governmental entities. The bonded debt reduces the unrestricted net
position; however, local governments, not the State, own the capital assets
that would offset this reduction.

General Fund. As of June 30, 2015, the primary government's governmental
funds reported a combined ending balance of $26.1 billion, an increase of $6.3
billion over the prior fiscal year, as restated. The unrestricted fund balance,
comprised of committed, assigned and unassigned balances, was negative $448
million. The nonspendable and restricted fund balances were $59 million and
$26.5 billion, respectively. Total assets of the General Fund increased by $2.8
billion (14.3%) over the prior fiscal year while the total liabilities and
deferred inflows of resources of the General Fund decreased by $2.4 billion
(9.1%). Total net fund deficit balance decreased by $5.2 billion (70.1%).

The General Fund had $116.8 billion in revenues, $107.2 billion in
expenditures, with a net difference of $9.6 billion as of 2015. Approximately
95.3% of General Fund revenue ($111.3 billion) is derived from the State's big
three taxes - personal income taxes ($76.9 billion), sales and use taxes ($23.6
billion), and corporation taxes ($10.8 billion). A total of $336 million in
revenue is included in General Fund.

During the 2014-15 fiscal year, total General Fund revenue increased by
$12.6 billion (12.1%). This was a result of the increase in personal income
taxes of $9.3 billion (13.8%), corporation taxes of $1.5 billion (16.6%), and
sales and use taxes by $1.4 billion (6.1%) from the prior year. General Fund
expenditures increased by $11.8 billion (12.4%). The largest increases were in
education and general government expenditures, which were up $9.7 billion and
$1 billion, respectively, over the prior year.

Budget Outlook. California's 2015-16 Budget Act was enacted on June 24,
2015. The Budget Act appropriated $167.6 billion - $115.4 billion from the
General Fund, $45.7 billion from special funds, and $6.5 billion from bond
funds. The General Fund's budgeted expenditures increased $896 million, or 0.8%
over last year's General Fund budget and included a $1.9 billion supplemental
payment to pay off the remaining balance of the State's prior deficit financing
bonds, known as Economic Recovery bonds. The General Fund's available resources
were projected to be $105.5 billion, after a projected $1.6 billion transfer to
the Budget Stabilization Account (Rainy Day Fund). General Fund revenue comes
predominantly from taxes, with personal income taxes expected to provide 66.5%
of total revenue. California's major taxes (personal income, sales and use, and
corporation taxes) are projected to supply approximately 96.9% of the General
Fund's resources in the 2015-16 fiscal year.

The spending plan for the 2015-16 fiscal year implemented the first year
of Proposition 2, approved by the voters in November 2014, which uses spikes in
capital gains to save money for the next recession and to pay down the State's
debts and unfunded liabilities. Despite the projected $1.9 billion allocated
for debt reduction, including special fund loan repayments and a partial
settle-up of Proposition 98 underfunding, the budget projected a surplus in the
General Fund for the fourth consecutive year. The General Fund is projected to
end the 2015-16 fiscal year with $4.6 billion in total reserves - $3.5 billion
in the Budget Stabilization Account and $1.1 billion reserved for economic
uncertainties.

Capital Assets. The State's investment in capital assets for its
governmental and business-type activities as of June 30, 2015, amounted to
$132.4 billion (net of accumulated depreciation/amortization). This investment
in capital assets includes land, state highway infrastructure, collections,
buildings and other depreciable property, intangible assets, and construction
in progress. Depreciable property includes buildings, improvements other than
buildings, equipment, certain infrastructure assets, certain books, and other
capitalized and depreciable property. Infrastructure assets, such as roads and
bridges, are items that normally are immovable and can be preserved for a
greater number of years than can most capital assets. Intangible assets include
computer software, land use rights, patents, copyrights, and trademarks.

As of June 30, 2015, the State's capital assets increased $7.3 billion, or
5.8% over the prior fiscal year. The majority of this increase occurred in
buildings and other depreciable property, and construction progress. Included
in the capital assets increase is a $2.6 billion beginning balance restatement,
primarily for understated state highway infrastructure construction in
progress.

Debt Administration. At June 30, 2015, the primary government had total
bonded debt outstanding of $112.2 billion. Of this amount, $81.1 billion
(72.3%) represents general obligation bonds, which are backed by the full faith
and credit of the state. Included in the $81.1 billion of general obligation
bonds is $944 million of Economic Recovery bonds that are secured by a pledge
of revenues derived from dedicated sales and use taxes. The current portion of
general obligation bonds outstanding is $3.0 billion and the long-term portion
is $78.1 billion. The remaining $31.1 billion (27.7%) of bonded debt
outstanding represents revenue bonds, which are secured solely by specified
revenue sources. The current portion of revenue bonds outstanding is $1.7
billion and the long-term portion is $29.4 billion. During the fiscal year, the
State issued $6.6 billion in new general obligation bonds for transportation
projects, housing and emergency shelters, stem cell research, children's
hospitals, various water and flood control projects, and to refund previously
outstanding general obligation bonds and commercial paper.

Budgetary Control. The California state legislature prepares an annual
budget that contains estimates of revenues and expenditures for the ensuing
fiscal year. This budget is the result of negotiations between the Governor and
the Legislature. Throughout the fiscal year, adjustments in the form of budget
revisions, executive orders, and financial legislation agreed to by the
Governor and the Legislature are made to the budget. The State Controller is
statutorily responsible for control over revenues due the primary government
and for expenditures of each appropriation contained in the budget. Budgeted
appropriations are the expenditure authorizations that allow state agencies to
purchase or create liabilities for goods and services.

The State's accounting system provides the State Controller's Office with
a centrally-controlled record system to fully account for each budgeted
appropriation, including its unexpended balance, and for all cash receipts and
disbursements. The accounting system is decentralized, meaning the detail of
each control account is maintained by each state agency. During the fiscal
year, the control accounts and the agency accounts are maintained and
reconciled on a cash basis. At the end of the fiscal year, each agency prepares
annual accrual reports for receivables and payables. The State Controller's
Office combines its control account balances with the agency accrual reports to
prepare California's Budgetary/Legal Basis Annual Report and the
Budgetary/Legal Basis Annual Report Supplement. State laws and regulations
that, in some cases, do not fully agree with GAAP govern the methods of
accounting for expenditures and revenues in these reports.

Cash Management. There were no outstanding revenue anticipation notes at
the beginning of the fiscal year. To fund cash flow needs for the 2014-15
fiscal year, the State issued $2.8 billion in revenue anticipation notes on
September 10, 2014. These notes were repaid in June 2015.

Risk Management. The primary government has elected, with a few
exceptions, to be self-insured against loss or liability. The primary
government generally does not maintain reserves. Losses are covered by
appropriations from each fund responsible for payment in the year in which the
payment occurs. The State is permissively self-insured and barring any
extraordinary catastrophic event, the potential amount of loss faced by the
State is not considered material in relation to the primary government's
financial position. Generally, the exceptions are when a bond resolution or a
contract requires the primary government to purchase commercial insurance for
coverage against property loss or liability. There have been no significant
reductions in insurance coverage from the prior year. In addition, no insurance
settlement in the last three years has exceeded insurance coverage. All claim
payments are on a "pay as you go" basis, with workers' compensation benefits
for self-insured agencies initially being paid by the State Compensation
Insurance Fund.

The discounted liability for unpaid self-insurance claims of the primary
government is estimated to be $3.8 billion as of June 30, 2015. This estimate
is based primarily on actuarial reviews of the State's workers' compensation
program and includes indemnity payments to claimants, as well as all other
costs of providing workers' compensation benefits, such as medical care and
rehabilitation. The estimate also includes the liability for unpaid services
fees, industrial disability leave benefits, and incurred-but-not-reported
amounts.

The University of California, a discretely presented component unit, is
self-insured or insured through a wholly-owned captive insurance company for
medical malpractice, workers' compensation, employee health care, and general
liability claims. These risks are subject to various claim and aggregate
limits, with excess liability coverage provided by an independent insurer.
Liabilities are recorded when it is probable that a loss has occurred and the
amount of the loss can be reasonably estimated. These losses include an
estimate for claims that have been incurred but not reported. The estimated
liabilities are based on an independent actuarial determination of the
anticipated future payments, discounted at rates ranging from 2.0% to 5.0%.

Ratings. As of __________, 2017, all outstanding general obligation bonds
of the State of California are rated "___" with a stable outlook by Standard &
Poor's Ratings Group, a division of The McGraw-Hill Companies, Inc. Any
explanation concerning the significance of such ratings must be obtained from
the rating agencies. There is no assurance that any ratings will continue for
any period of time or that they will not be revised or withdrawn.

Local Issuances. It should be noted that the creditworthiness of
obligations issued by local California issuers may be unrelated to the
creditworthiness of obligations issued by the State of California, and there is
no obligation on the part of the State to make payment on such local
obligations in the event of default.

The foregoing information constitutes only a brief summary of some of the
general factors which may impact certain issuers of bonds contained in the
California Trust and does not purport to be a complete or exhaustive
description of all adverse conditions to which the issuers of such obligations
are subject. Additionally, many factors including national economic, social and
environmental policies and conditions, which are not within the control of the
issuers of such bonds, could affect or could have an adverse impact on the
financial condition of the State and various agencies and political
subdivisions thereof. The sponsor is unable to predict whether or to what
extent such factors or other factors may affect the issuers of the bonds
contained in the California Trust, the market value or marketability of such
bonds or the ability of the respective issuers of such bonds acquired by the
California Trust to pay interest on or principal of such bonds.

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.

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.

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.

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 United States 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.

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. 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 or "junk" 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 an 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 the 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.

Your trust will pay any deferred sales fee per unit regardless of any
sales fee discounts. However, if you elect to have distributions on your units
reinvested into additional units of your trust, you will be credited the amount
of any remaining deferred sales charge on such additional units at the time of
reinvestment.

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

(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. 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; (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's 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 initial sales fee, if applicable, plus a pro rata
share of any accumulated amounts in the accounts of the trust). The initial
sales fee is equal to the difference between the maximum sales fee and the sum
of the remaining deferred sales fee and the creation and development fee ("C&D
Fee"). The maximum sales fee is set forth in Part A of the prospectus. The
deferred sales fee and the C&D Fee will be collected as described in this
prospectus. Units purchased subsequent to the initial deferred sales fee
payment will be subject to the initial sales fee, the remaining deferred sales
fee payments and the C&D Fee. Units sold or redeemed prior to such time as the
entire applicable deferred sales fee has been collected will be assessed the
remaining deferred sales fee at the time of such sale or redemption. 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 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.

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. Unitholders who sell or redeem units
prior to such time as the entire deferred sales fee on such units has been
collected will be assessed the amount of the remaining deferred sales fee at
the time of such sale or redemption. 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. Unitholders who sell or redeem units prior to such time as the
entire deferred sales fee on such units has been collected will be assessed the
amount of the remaining deferred sales fee at the time of such sale or
redemption. Certain broker-dealers may charge a transaction fee for processing
redemption requests.

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 or remaining deferred sales fees 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 a 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 the trusts. 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. Each trust is expected to hold one or more of the
following: (i) shares of stock in corporations (the "Stocks") that are treated
as equity for federal income tax purposes; or (ii) shares (the "RIC Shares") in
funds qualifying as regulated investment companies ("RICs") that are treated as
interests in regulated investment companies for federal income tax purposes. It
is possible that your 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 a 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 a 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.
Income from the Trust may also be subject to a 3.8 percent "medicare tax." This
tax generally applies to your net investment income if your adjusted gross
income exceeds certain threshold amounts, which are $250,000 in the case of
married couples filing joint returns and $200,000 in the case of single
individuals. Interest that is excluded from gross income, including
exempt-interest dividends from the RIC Shares held by the California Municipal
Trust, are generally not included in your net investment income for purposes of
this tax.

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. Some portion of the capital gains dividends from
the RIC Shares may be taxed at a higher stated tax rate. 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 from RIC Shares. Some dividends on the RIC Shares may be
reported by the RIC as "capital gain dividends," generally taxable to you as
long-term capital gains. Some dividends on the RIC Shares held by the
California Municipal Trust may qualify as "exempt interest dividends," which
generally are excluded from your gross income for federal income tax purposes.
Some or all of the exempt-interest dividends, however may be taken into account
in determining your alternative minimum tax, and may have other tax
consequences (e.g., they may affect the amount of your social security benefits
that are taxed). Other dividends on the RIC Shares will generally be taxable to
you as ordinary income. Certain ordinary income dividends from a RIC 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
and provided the dividends are attributable to qualifying dividends received by
the RIC itself. Regulated investment companies are required to provide notice
to their shareholders of the amount of any distribution that may be taken into
account as a dividend that is eligible for the capital gains tax rates. If you
hold a unit for six months or less or if your trust holds a RIC Share for six
months or less, any loss incurred by you related to the disposition of such RIC
Share will generally be disallowed to the extent of the exempt-interest
dividends you received. To the extent, if any, it is not disallowed, it will be
treated as a long-term capital loss to the extent of any long-term capital gain
distributions received (or deemed to have been received) with respect to such
RIC Share. Distributions of income or capital gains declared on the RIC Shares
in October, November or December will be deemed to have been paid to you on
December 31 of the year they are declared, even when paid by the RIC during the
following January.

Dividends Received Deduction. A corporation that owns units generally will
not be entitled to the dividends received deduction with respect to many
dividends received by a trust, because the dividends received deduction is
generally not available for dividends from most foreign corporations or from
RICs. However, certain dividends on the RIC Shares that are attributable to
dividends received by the RIC from certain domestic corporations may be
reported by the RIC as being eligible for the dividends received deduction.

In-Kind Distributions. Under certain circumstances as described in this
prospectus, you may request an in-kind distribution of Trust Assets when you
redeem your units at any time prior to 30 business days before the trust's
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.

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.

Because some of the RICs pay exempt-interest dividends, which are treated
as tax-exempt interest for federal income tax purposes, you may not be able to
deduct some of your share of the Trust expenses. In addition, you may not be
able to deduct some of your interest expense for debt that you incur or
continue to purchase or carry your units.

Foreign Investors, 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 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, 2018. 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.

Under certain circumstances, a RIC may elect to pass through to its
shareholders certain foreign taxes paid by the RIC. If the RIC makes this
election with respect to RIC Shares, you must include in your income for
federal income tax purposes your portion of such taxes and you may be entitled
to a credit or deduction for such 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 the 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. Under the existing income tax laws of the State and
City of New York, your trust will not be taxed as a corporation subject to the
New York state franchise tax or the New York City general corporation tax. You
should consult your tax advisor regarding potential foreign, state or local
taxation with respect to your units.

California State Taxes. Chapman and Cutler LLP has examined the income tax
laws of the State of California to determine their applicability to the
California Municipal Trust (the "California Trust") and to the holders of units
in such trust who are full time residents of the State of California
("California Unitholders").

The assets of the California Trust will consist of shares in entities each
of which is taxed as a regulated investment company (each a "RIC" and
collectively, the "RICs") for federal income tax purposes (the "RIC Shares").

Neither the sponsor nor its counsel has independently examined the RIC
Shares to be deposited in and held in the California Trust. In rendering its
opinion, Chapman and Cutler LLP has assumed that: (i) each RIC qualifies as a
regulated investment company for federal income tax purposes and (ii) at the
close of each quarter of the taxable year of each RIC, at least 50% of the
value of such RIC's total assets consists of obligations the interest on which
is exempt from the income tax imposed by the State of California that is
applicable to individuals, trusts and estates (the "California Personal Income
Tax").

In the opinion of Chapman and Cutler LLP, counsel to the sponsor, in
summary under existing California Law:

1) The California Trust is not an association taxable as a corporation
for purposes of the California Corporation Tax Law, and each
California Unitholder will be treated as the owner of a pro rata
portion of the California Trust, and the income of such portion of the
California Trust will be treated as the income of the California
Unitholders under the California Personal Income Tax.

2) The portion of each dividend paid by a RIC to the California Trust and
distributed to a California Unitholder which (i) is excludable from
California taxable income for purposes of the California Personal
Income Tax if received directly by a California Unitholder, (ii) is
properly reported as an exempt interest dividend for California income
tax purposes in written statements furnished to its shareholders and
(iii) does not exceed the amount of interest received by the RIC
during its taxable year (minus certain non deductible expenses) on
obligations the interest on which would be excludable from California
taxable income for purposes of the California Personal Income Tax if
received directly by a California Unitholder, will be excludable from
California taxable income for purposes of the California Personal
Income Tax when received by the California Trust and distributed to a
California Unitholder. However, dividends other than exempt interest
dividends paid by a RIC will generally be taxable for purposes of the
California Personal Income Tax.

3) Each California Unitholder of the California Trust will generally
recognize gain or loss for California Personal Income Tax purposes if
the trustee disposes of a RIC Share (whether by redemption, sale or
otherwise) or when the California Unitholder redeems or sells units of
the California Trust, to the extent that such a transaction results in
a recognized gain or loss to such California Unitholder for federal
income tax purposes. However, there are certain differences between
the recognition of gain or loss for federal income tax purposes and
for California Personal Income Tax purposes, and California
Unitholders are advised to consult their own tax advisers.

4) Under the California Personal Income Tax, interest on indebtedness
incurred or continued by a California Unitholder to purchase units in
the California Trust is not deductible for purposes of the California
Personal Income Tax.

Chapman and Cutler LLP has expressed no opinion with respect to taxation
under any other provisions of the California law. This disclosure does not
address the taxation of persons other than full time residents of California and
relates only to California Unitholders subject to the California Personal Income
Tax. Chapman and Cutler LLP has expressed no opinion with respect to the
taxation of California Unitholders subject to the California Corporation Tax Law
and such California Unitholders are advised to consult their own tax advisers.
Please note, however, that dividends from the RIC Shares attributed to a
California Unitholder that is subject to the California Corporation Tax Law may
be includible in its gross income for purposes of determining its California
franchise tax and its California income tax. Neither the Sponsor nor its counsel
has independently examined any of the RIC Shares to be deposited and held in the
California Trust or any assets to be held by the RICs or any documents or any
opinions of counsel with respect thereto. Ownership of the units may result in
other California tax consequences to certain taxpayers and prospective investors
should consult their tax advisers as to the applicability of any such collateral
consequences.

Experts

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

Independent Registered Public Accounting Firm. The statements of financial
condition, including the Trust Portfolios, appearing herein, have been audited
by Grant Thornton LLP, an independent registered public accounting firm, as set
forth in their report thereon appearing elsewhere herein, and are 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

__________, 2017

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 trusts are no longer available, we may use this
prospectus as a preliminary prospectus for future trusts. 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
-----------------------------------------------------------------------------
2 Overview

California Municipal Portfolio of CEFs, Series 22
-----------------------------------------------------------------------------
A concise 2 Investment Objective
description 2 Principal Investment Strategy
of essential 2 Security Selection
information 3 Future Trusts
about the 3 Essential Information
portfolio 3 Portfolio Diversification
3 Principal Risks
5 Who Should Invest
6 Fees and Expenses
7 Example
8 Trust Portfolio

Dividend Strength Portfolio, Series 26
-----------------------------------------------------------------------------
A concise 9 Investment Objective
description 9 Principal Investment Strategy
of essential 9 Security Selection
information 10 Future Trusts
about the 10 Essential Information
portfolio 10 Portfolio Diversification
11 Principal Risks
12 Who Should Invest
12 Fees and Expenses
13 Example
14 Trust Portfolio

National Municipal Portfolio of CEFs, Series 35
-----------------------------------------------------------------------------
A concise 16 Investment Objective
description 16 Principal Investment Strategy
of essential 16 Security Selection
information 16 Future Trusts
about the 17 Essential Information
portfolio 17 Portfolio Diversification
17 Principal Risks
19 Who Should Invest
19 Fees and Expenses
21 Example
22 Trust Portfolio

Understanding Your Investments
-----------------------------------------------------------------------------
Detailed 23 How to Buy Units
information 27 How to Sell Your Units
to help you 28 Distributions
understand 28 Investment Risks
your 34 How the Trust Works
investment 35 General Information
36 Expenses
38 Report of Independent Registered Public
Accounting Firm
39 Statements 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 1612
Securities Act file number: 333-217585
Investment Company Act file number: 811-03763

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

GUGGENHEIM LOGO

PROSPECTUS

California Municipal Portfolio of CEFs, Series 22

Dividend Strength Portfolio, Series 26

National Municipal Portfolio of CEFs, Series 35

LOGO UNIT INVESTMENT TRUSTS

Guggenheim Defined Portfolios Series 1612

DATED __________, 2017

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, Pennsylvania
5692790 $4,000,000

This Amendment to the Registration Statement comprises the following papers
and documents.

The Facing Sheet
The Prospectus
The Signatures
Consents of Counsel
Exhibits

The following exhibits:

1.1 Reference Trust Agreement (to be supplied by amendment).

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 Deferred Portfolios,
Series 213 (File No. 333-122184) filed on February 9, 2005).

3.1 Opinion of counsel as to legality of the securities being registered
including a consent to the use of its name in the Registration
Statement (to be supplied by amendment).

3.2 Opinion of counsel as to Federal and New York Income tax status of the
securities being registered including a consent to the use of its name
in the Registration Statement (to be supplied by amendment).

3.3 Opinion of counsel as to the Trustee and the Trust(s), including a
consent to the use of its name in the Registration Statement (to be
supplied by amendment).

4.1 Consent of Independent Registered Public Accounting Firm (to be
supplied by amendment).

6.0 Powers of Attorney authorizing Amy Lee to execute the Registration
Statement. (Reference is made to Exhibit 6.0 to the Registration
Statement on Form S-6 for Guggenheim Defined Portfolios, Series 1601
(File No. 333-217117) filed on April 3, 2017).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Guggenheim Defined Portfolios, Series 1612 has duly caused this Amendment No. 1
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
2nd day of June, 2017.

GUGGENHEIM DEFINED PORTFOLIOS, SERIES 1612,
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 amended
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
) Attorney-in-Fact*
DONALD C. CACCIAPAGLIA* Chief Executive Officer and )
President of Guggenheim Funds ) June 2, 2017
Distributors, LLC )
)
DOMINICK COGLIANDRO* Chief Operating Officer of ) June 2, 2017
Guggenheim Funds Distributors, )
LLC )
)
JULIE JACQUES* Treasurer of Guggenheim Funds ) June 2, 2017
Distributors, LLC )
)
JULIE JACQUES* Principal Financial Officer of ) June 2, 2017
Guggenheim Funds Distributors, )
LLC )

FARHAN SHARAFF Chief Investment Officer of
Guggenheim Funds Distributors,
LLC

/s/ Amy Lee Vice President and Secretary of June 2, 2017
----------------- Guggenheim Funds Distributors,
AMY LEE LLC

--------------------
* Executed copies of the related powers of attorney were filed as Exhibit 6.0
to the Registration Statement of Guggenheim Defined Portfolios, Series 1601
on April 3, 2017.

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
will be filed 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 will be contained in its
opinion to be filed 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 will be contained in its
opinion to be filed as Exhibit 3.3 to the Registration Statement.

MEMORANDUM

Re: Guggenheim Defined Portfolios, Series 1612

The list of securities comprising the trust of the fund, the evaluation,
record and distribution dates and other changes pertaining specifically to the
new series, such as size and number of units of the trust in the fund and the
statement of financial condition of the new fund will be filed by amendment.

1940 ACT

FORMS N-8A AND N-8B-2

Form N-8A and Form N-8B-2 were filed in respect of Guggenheim Defined
Portfolios, Series 718 (and subsequent series) (File No. 333-169214).

1933 ACT

THE INDENTURE

The form of the proposed Standard Terms and Conditions of Trust is expected
to be in all respects consistent with the form of the Standard Terms and
Conditions of Trust dated December 18, 2001 relative to Claymore Securities
Defined Portfolios, Series 116.

CHAPMAN AND CUTLER LLP

Chicago, Illinois
June 2, 2017