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Prospectus

January 25, 2017

As with any investment, the Securities andExchange Commission has not approvedor disapproved of these securities orpassed upon the adequacy or accuracy ofthis prospectus. Any contrary representa-tion is a criminal offense.

Financial Opportunities Portfolio,Series 2017-1

Ubiquitous Strategy Portfolio,Series 2017-1

(Advisors Disciplined Trust 1765)

IINNVVEESSTTMMEENNTT OOBBJJEECCTTIIVVEE

The trust seeks to provide capital apprecia-tion. There is no assurance the trust will achieveits objective.

PPRRIINNCCIIPPAALL IINNVVEESSTTMMEENNTT SSTTRRAATTEEGGYY

The trust seeks to provide capital apprecia-tion by investing in a diversified portfolio of com-mon stocks of companies involved in aspects ofthe financial industry including, among otherthings, banking, mortgage finance, consumerfinance, specialized finance, investment bankingand brokerage, asset management and custody,corporate lending, insurance, financial invest-ment, and real estate.

In selecting the securities for the portfolio,we* considered market capitalization, revenues,revenue growth, earnings, earnings growth andvaluation to construct a portfolio that we believeadequately represents the financial industry.Under normal circumstances the trust will investat least 80% of its assets in securities of compa-nies involved in aspects of the financial industry.

PPRRIINNCCIIPPAALL RRIISSKKSS

As with all investments, you can lose money byinvesting in this trust. The trust also might notperform as well as you expect. This can happen forreasons such as these:

• SSeeccuurriittyy pprriicceess wwiillll fflluuccttuuaattee. The value ofyour investment may fall over time.

• TThhee iissssuueerr ooff aa sseeccuurriittyy mmaayy bbee uunnwwiilllliinngg oorruunnaabbllee ttoo mmaakkee ddiivviiddeenndd ppaayymmeennttss iinn tthheeffuuttuurree.. This may reduce the level of divi-dends the trust receives which would reduceyour income and cause the value of yourunits to fall.

• TThhee ffiinnaanncciiaall ccoonnddiittiioonn ooff aann iissssuueerr mmaayywwoorrsseenn oorr iittss ccrreeddiitt rraattiinnggss mmaayy ddrroopp,, rreessuulltt--iinngg iinn aa rreedduuccttiioonn iinn tthhee vvaalluuee ooff yyoouurr uunniittss..This may occur at any point in time, includ-ing during the primary offering period.

• TThhee ttrruusstt iiss ccoonnssiiddeerreedd ttoo bbee ccoonncceennttrraatteedd iinnsseeccuurriittiieess iissssuueedd bbyy ccoommppaanniieess iinn tthhee ffiinnaann--cciiaallss sseeccttoorr.. Negative developments in thefinancials sector will affect the value of yourinvestment more than would be the case in amore diversified investment.

• TThhee ttrruusstt mmaayy iinnvveesstt iinn sseeccuurriittiieess ooff ssmmaallllaanndd mmiidd--ssiizzee ccoommppaanniieess.. These securities areoften more volatile and have lower tradingvolumes than securities of larger companies.Small and mid-size companies may have lim-ited products or financial resources, manage-ment inexperience and less publicly availableinformation.

• WWee ddoo nnoott aaccttiivveellyy mmaannaaggee tthhee ppoorrttffoolliioo..Except in limited circumstances, the trust willgenerally hold, and continue to buy, shares ofthe same securities even if their market valuedeclines.

2 Investment Summary

FINANCIAL OPPORTUNITIES PORTFOLIO

* “AAM,” “we” and related terms mean Advisors Asset Management,Inc., the trust sponsor, unless the context clearly suggests otherwise.

WWHHOO SSHHOOUULLDD IINNVVEESSTT

You should consider this investment if you want:

• to own a defined portfolio of stocks of com-panies involved in aspects of the financialindustry.

• the potential for capital appreciation.

You should not consider this investment if you:

• are uncomfortable with the risks of anunmanaged investment in common stocks.

• are uncomfortable investing in companiesinvolved in aspects of the financial industry.

• seek current income or capital preservation.

FFEEEESS AANNDD EEXXPPEENNSSEESS

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

AAss aa %% AAmmoouunntt ooff $$11,,000000 ppeerr 110000

SSaalleess FFeeee IInnvveesstteedd UUnniittss

Initial sales fee 1.00% $10.00Deferred sales fee 2.45 24.50Creation & development fee 0.50 5.00Maximum sales fee 3.95% $39.50

OOrrggaanniizzaattiioonn CCoossttss 0.49% $4.90

AAss aa %% AAmmoouunnttAAnnnnuuaall ooff NNeett ppeerr 110000ooppeerraattiinngg eexxppeennsseess AAsssseettss UUnniittss

Trustee fee & expenses 0.19% $1.83Supervisory, evaluation

and administration fees 0.10 1.00Total 0.29% $2.83

The initial sales fee is the difference between thetotal sales fee (maximum of 3.95% of the unit offeringprice) and the sum of the remaining deferred sales feeand the total creation and development fee. The deferredsales fee is fixed at $0.245 per unit and is paid in threemonthly installments beginning May 20, 2017. Thecreation and development fee is fixed at $0.05 per unitand is paid at the end of the initial offering period(anticipated to be approximately three months).

EEXXAAMMPPLLEE

This example helps you compare the cost of thistrust with other unit trusts and mutual funds. In theexample we assume that the expenses do not changeand that the trust’s annual return is 5%. Your actualreturns and expenses will vary. Based on these assump-tions, you would pay these expenses for every $10,000you invest in the trust:

1 year $4722 years (approximate life of trust) $502

These amounts are the same regardless of whetheryou sell your investment at the end of a period or con-tinue to hold your investment.

Investment Summary 3

ESSENTIAL INFORMATION

Unit price at inception $10.0000

Inception date January 25, 2017Termination date January 7, 2019

Estimated net annual distributions*First year $0.1027 per unitSecond year $0.1014 per unit

Distribution dates 25th day of January, April,July and October

Record dates 10th day of January, April,July and October

CUSIP NumbersStandard Accounts

Cash distributions 00776H781Reinvest distributions 00776H799

Fee Based AccountsCash distributions 00776H807Reinvest distributions 00776H815

Ticker Symbol FOPADX

Minimum investment $1,000/100 units

Tax Structure Regulated Investment Company

* As of January 24, 2017 and may vary thereafter.

Financial Opportunities Portfolio, Series 2017-1(Advisors Disciplined Trust 1765)PortfolioAs of the trust inception date, January 25, 2017

COMMON STOCKS — 100.00%

Financials - 89.46%

52 ALL The Allstate Corporation 2.62% $74.47 $3,872201 ALLY Ally Financial, Inc. 2.62 19.33 3,885146 AFSI AmTrust Financial Services, Inc. 2.64 26.78 3,910169 BAC Bank of America Corporation 2.62 22.95 3,879

87 BK The Bank of New York Mellon Corporation 2.62 44.63 3,88372 OZRK Bank of the Ozarks, Inc. 2.65 54.61 3,93224 BRK/B Berkshire Hathaway, Inc. (3) 2.60 160.72 3,85710 BLK BlackRock, Inc. 2.57 381.38 3,81493 SCHW The Charles Schwab Corporation 2.62 41.80 3,88730 CB Chubb Limited (4) 2.67 131.97 3,95969 C Citigroup, Inc. 2.64 56.74 3,91533 CME CME Group, Inc. 2.62 117.44 3,87656 DFS Discover Financial Services 2.64 69.88 3,91317 GS The Goldman Sachs Group, Inc. 2.68 233.68 3,973

294 HBAN Huntington Bancshares, Inc. 2.63 13.25 3,89568 ICE Intercontinental Exchange, Inc. 2.64 57.46 3,90746 JPM JPMorgan Chase & Company 2.63 84.72 3,897

217 KEY KeyCorp 2.64 18.05 3,91793 LTXB LegacyTexas Financial Group, Inc. 2.64 41.98 3,90457 MMC Marsh & McLennan Companies, Inc. 2.63 68.23 3,88991 MS Morgan Stanley 2.62 42.73 3,888

157 NGHC National General Holdings Corporation 2.63 24.80 3,89447 NTRS Northern Trust Corporation 2.65 83.49 3,92433 PNC The PNC Financial Services Group, Inc. 2.64 118.66 3,91670 PFBC Preferred Bank 2.63 55.59 3,89137 PRU Prudential Financial, Inc. 2.64 105.69 3,911

214 RDN Radian Group, Inc. 2.64 18.27 3,91033 SPGI S&P Global, Inc. 2.60 116.92 3,85825 SBNY Signature Bank (3) 2.66 157.35 3,934

108 SYF Synchrony Financial 2.63 36.08 3,897

(Continued)


Percentage of Market Cost ofNumber Ticker Aggregate Offering Value per Securitiesof Shares Symbol Issuer(1) Price Share(1) to Trust(2)


Financial Opportunities Portfolio, Series 2017-1(Advisors Disciplined Trust 1765)Portfolio (Continued)As of the trust inception date, January 25, 2017

Financials (Continued)

84 AMTD TD Ameritrade Holding Corporation 2.63% $46.32 $3,89175 USB US Bancorp 2.62 51.77 3,88371 WFC Wells Fargo & Company 2.62 54.70 3,88480 WAL Western Alliance Bancorp (3) 2.63 48.68 3,894

Information Technology - 7.90%

93 PYPL PayPal Holdings, Inc. (3) 2.63 41.96 3,90262 VNTV Vantiv, Inc. (3) 2.63 62.82 3,89547 V Visa, Inc. 2.64 83.23 3,912

Real Estate - 2.64%

129 CBG CBRE Group, Inc. (3) 2.64 30.34 3,914

100.00% $148,162

Notes to Portfolio

(1) Securities are represented by contracts to purchase securities. The value of each security is based on the most recent closing sale price of eachsecurity as of the close of regular trading on the New York Stock Exchange on the business day prior to the trust’s inception date. In accordancewith Accounting Standards Codification 820, “Fair Value Measurements”, the trust’s investments are classified as Level 1, which refers to securityprices determined using quoted prices in active markets for identical securities.

(2) The cost of the securities to the sponsor and the sponsor’s profit or (loss) (which is the difference between the cost of the securities to thesponsor and the cost of the securities to the trust) are $148,162 and $0, respectively.

(3) This is a non-income producing security.

(4) This is a security issued by a foreign company.

Common stocks comprise 100.00% of the investments in the trust, broken down by country of organization as set forth below:

Switzerland 2.67%United States 97.33%


IINNVVEESSTTMMEENNTT OOBBJJEECCTTIIVVEE

The trust seeks to provide above average totalreturn primarily through capital appreciation.There is no assurance the trust will achieve itsobjective.

PPRRIINNCCIIPPAALL IINNVVEESSTTMMEENNTT SSTTRRAATTEEGGYY

The trust seeks to achieve its objective byinvesting in a portfolio of stocks of companiesderiving a substantial portion of their revenuesworldwide that Pence Capital Management, LLC(the “Portfolio Consultant”) believes are involvedin aspects of the transformation of consumerbehavior and a shift in how people transact pur-chases. Today, shopping has become easier asinnovations in electronics and information tech-nology provide consumers access to a wide rangeof products from the convenience of almost any-where and the ease of using their smart phonesand tablets. Consumers can fulfill desires sponta-neously without going to brick and mortarstores. Consumers shop online using smartphones and tablets, connect wirelessly fromalmost anywhere, are able to purchase almost anyproduct online, pay by credit cards and haveproducts delivered to their doorsteps.

From these companies involved in aspects ofthis shift in how people transact purchases, securi-ties were selected for the trust’s portfolio by ana-lyzing factors including expected market domi-nance over the next three to five years, relativesize within industry sectors based on market capi-talization, steadiness of past earnings growth ratesand revenue growth, strength of earnings and rev-enue projects, balance sheet strength, valuationand levels of cash holdings.

PPRRIINNCCIIPPAALL RRIISSKKSS

As with all investments, you can lose money byinvesting in this trust. The trust also might notperform as well as you expect. This can happen forreasons such as these:

• SSeeccuurriittyy pprriicceess wwiillll fflluuccttuuaattee. The value ofyour investment may fall over time.

• TThhee ffiinnaanncciiaall ccoonnddiittiioonn ooff aann iissssuueerr mmaayywwoorrsseenn oorr iittss ccrreeddiitt rraattiinnggss mmaayy ddrroopp,, rreessuulltt--iinngg iinn aa rreedduuccttiioonn iinn tthhee vvaalluuee ooff yyoouurr uunniittss..This may occur at any point in time, includ-ing during the primary offering period.

• TThhee iissssuueerr ooff aa sseeccuurriittyy mmaayy bbee uunnwwiilllliinngg oorruunnaabbllee ttoo mmaakkee ddiivviiddeenndd ppaayymmeennttss iinn tthheeffuuttuurree.. This may reduce the level of divi-dends the trust receives which would reduceyour income and cause the value of yourunits to fall.

• TThhee ttrruusstt iiss ccoonnssiiddeerreedd ttoo bbee ccoonncceennttrraatteedd iinnsseeccuurriittiieess iissssuueedd bbyy ccoommppaanniieess iinn tthhee iinnffoorrmmaa--ttiioonn tteecchhnnoollooggyy sseeccttoorr.. Negative develop-ments in the information technology sectorwill affect the value of your investment morethan would be the case in a more diversifiedinvestment.

• WWee** ddoo nnoott aaccttiivveellyy mmaannaaggee tthhee ppoorrttffoolliioo..Except in limited circumstances, the trust willgenerally hold, and continue to buy, shares ofthe same securities even if their market valuedeclines.

PPOORRFFOOLLIIOO CCOONNSSUULLTTAANNTT

The Portfolio Consultant, Pence CapitalManagement, LLC, is a registered investmentadviser registered with the U.S. Securities andExchange Commission.

* “AAM,” “we” and related terms mean Advisors Asset Management,Inc., the trust sponsor, unless the context clearly suggests otherwise.


UBIQUITOUS STRATEGY PORTFOLIO

Pence Capital Management, LLC is a regis-tered investment advisory firm based in NewportBeach, California. The firm uses its proprietaryresearch to identify and deliver actionable invest-ment insights. The firm is led by Colonel (ret) E.Dryden Pence III, a Harvard-educated economistwith thirty years of experience in the financialindustry. His formal training and knowledge ineconomics combined with his career of more thantwenty-two years in Army Intelligence, SpecialOperations and Psychological Warfare, gives thefirm a unique understanding of human behaviorand its effects on the economy and the markets.The Ubiquitous Strategy Portfolio is based on thefirm’s expertise in portfolio construction.

The Portfolio Consultant is not an affiliate ofthe sponsor. The Portfolio Consultant makes norepresentations that the portfolio will achieve theinvestment objectives or will be profitable or suit-able for any particular potential investor.

The Portfolio Consultant and/or its affiliatesmay use the list of securities in its independentcapacity as an investment adviser and distributethis information to various individuals and enti-ties. The Portfolio Consultant and/or its affiliatesmay recommend to other clients or otherwiseeffect transactions in the securities held by thetrust. This may have an adverse effect on theprices of the securities. This also may have animpact on the price the trust pays for the securi-ties and the price received upon unit redemptionsor liquidation of the securities. The PortfolioConsultant and/or its affiliates also may issuereports and makes recommendations on securi-ties, which may include the securities in the trust.

Neither the Portfolio Consultant nor thesponsor manages the trust. Opinions expressedby the Portfolio Consultant are not necessarilythose of the sponsor, and may not actually come

to pass. The Portfolio Consultant is being com-pensated for its portfolio consulting services,including selection of the trust portfolio.


WWHHOO SSHHOOUULLDD IINNVVEESSTT

You should consider this investment if you want:

• to own a defined portfolio of stocks.

• the potential for capital appreciation.

You should not consider this investment if you:

• are uncomfortable with the risks of anunmanaged investment in common stocks.

• seek high current income or capital preserva-tion.

FFEEEESS AANNDD EEXXPPEENNSSEESS

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

AAss aa %% AAmmoouunnttooff $$11,,000000 ppeerr 110000

SSaalleess FFeeee IInnvveesstteedd UUnniittss

Initial sales fee 1.00% $10.00Deferred sales fee 2.45 24.50Creation & development fee 0.50 5.00Maximum sales fee 3.95% $39.50

OOrrggaanniizzaattiioonn CCoossttss 0.49% $4.90

AAss aa %% AAmmoouunnttAAnnnnuuaall ooff NNeett ppeerr 110000ooppeerraattiinngg eexxppeennsseess AAsssseettss UUnniittss

Trustee fee & expenses 0.15% $1.47Supervisory, evaluation

and administration fees 0.10 1.00Total 0.25% $2.47

The initial sales fee is the difference between thetotal sales fee (maximum of 3.95% of the unit offeringprice) and the sum of the remaining deferred sales feeand the total creation and development fee. Thedeferred sales fee is fixed at $0.245 per unit with the firstinstallment commencing on May 20, 2017 the secondinstallment on June 20, 2017 and the final installmenton January 20, 2018. The creation and developmentfee is fixed at $0.05 per unit and is paid at the end ofthe initial offering period (anticipated to be approxi-mately three months).

EEXXAAMMPPLLEE

This example helps you compare the cost of thistrust with other unit trusts and mutual funds. In theexample we assume that the expenses do not changeand that the trust’s annual return is 5%. Your actualreturns and expenses will vary. Based on these assump-tions, you would pay these expenses for every $10,000you invest in the trust:

1 year $4692 years (approximate life of trust) $494

These amounts are the same regardless of whetheryou sell your investment at the end of a period or con-tinue to hold your investment.

ESSENTIAL INFORMATION

Unit price at inception $10.0000

Inception date January 25, 2017Termination date January 7, 2019

Estimated net annualdistributions*First year $0.0961 per unitSecond year $0.0945 per unit

Distribution dates 25th day of each month

Record dates 10th day of each month

CUSIP NumbersStandard Accounts

Cash distributions 00776H823Reinvest distributions 00776H831

Fee Based AccountsCash distributions 00776H849Reinvest distributions 00776H856

Ticker Symbol UBQPDX

Minimum investment $1,000/100 units

Tax Structure Grantor Trust

* As of January 24, 2017 and may vary thereafter.


Ubiquitous Strategy Portfolio, Series 2017-1(Advisors Disciplined Trust 1765)PortfolioAs of the trust inception date, January 25, 2017

COMMON STOCKS — 100.00%

Consumer Discretionary - 19.04%27 AMZN Amazon.com, Inc. (3) 15.01% $822.44 $22,20681 CMCSA Comcast Corporation 4.03 73.60 5,962

Financials - 4.03%77 AXP American Express Company 4.03 77.43 5,962

Industrials - 8.01%31 FDX FedEx Corporation 4.01 191.61 5,94051 UPS United Parcel Service, Inc. 4.00 116.05 5,919

Information Technology - 54.81%17 GOOGL Alphabet, Inc. (3) 9.76 849.53 14,442

124 AAPL Apple, Inc. 10.05 119.97 14,876198 EBAY eBay, Inc. (3) 4.01 29.99 5,938114 FB Facebook, Inc. (3) 9.97 129.37 14,748

67 MA Mastercard, Inc. 4.98 109.92 7,365163 MSFT Microsoft Corporation 7.00 63.52 10,354142 PYPL PayPal Holdings, Inc. (3) 4.03 41.96 5,958

89 V Visa, Inc. 5.01 83.23 7,407

Real Estate - 6.06%43 AMT American Tower Corporation 3.04 104.57 4,49651 CCI Crown Castle International Corporation 3.02 87.66 4,471

Telecommunication Services - 8.05%144 T AT&T, Inc. 4.02 41.36 5,956119 VZ Verizon Communications, Inc. 4.03 50.12 5,964

100.00% $147,964

Notes to Portfolio

(1) Securities are represented by contracts to purchase securities. The value of each security is based on the most recent closing sale price of eachsecurity as of the close of regular trading on the New York Stock Exchange on the business day prior to the trust’s inception date. In accordancewith Accounting Standards Codification 820, “Fair Value Measurements”, the trust’s investments are classified as Level 1, which refers to securityprices determined using quoted prices in active markets for identical securities.

(2) The cost of the securities to the sponsor and the sponsor’s profit or (loss) (which is the difference between the cost of the securities to thesponsor and the cost of the securities to the trust) are $147,964 and $0, respectively.

(3) This is a non-income producing security.

(4) This is a security issued by a foreign company.



HHOOWW TTOO BBUUYY UUNNIITTSS

You can buy units of a trust on any businessday the New York Stock Exchange is open bycontacting your financial professional. Unitprices are available daily on the Internet atwwwwww..AAAAMMlliivvee..ccoomm.. The public offering price ofunits includes:

• the net asset value per unit plus

• organization costs plus

• the sales fee.

The “net asset value per unit” is the value ofthe securities, cash and other assets in your trustreduced by the liabilities of your trust divided bythe total units or your trust outstanding. Weoften refer to the public offering price of units asthe “offer price” or “purchase price.” The offerprice will be effective for all orders received priorto the close of regular trading on the New YorkStock Exchange (normally 4:00 p.m. Easterntime). If we receive your order prior to the closeof regular trading on the New York StockExchange or authorized financial professionalsreceive your order prior to that time and properlytransmit the order to us by the time that we des-ignate, then you will receive the price computedon the date of receipt. If we receive your orderafter the close of regular trading on the New YorkStock Exchange, if authorized financial profes-sionals receive your order after that time or iforders are received by such persons and are nottransmitted to us by the time that we designate,then you will receive the price computed on thedate of the next determined offer price providedthat your order is received in a timely manner onthat date. It is the responsibility of the author-ized financial professional to transmit the ordersthat they receive to us in a timely manner.

Certain broker-dealers may charge a transactionor other fee for processing unit purchase orders.

VVaalluuee ooff tthhee SSeeccuurriittiieess.. We determine thevalue of the securities as of the close of regulartrading on the New York Stock Exchange on eachday that exchange is open. We generally deter-mine the value of securities using the last sale pricefor securities traded on a national securitiesexchange. For this purpose, the trustee providesus closing prices from a reporting service approvedby us. In some cases we will price a security basedon its fair value after considering appropriate fac-tors relevant to the value of the security. We willonly do this if a security is not principally tradedon a national securities exchange or if the marketquotes are unavailable or inappropriate.

We determined the initial prices of the securi-ties shown under each “Portfolio” section in thisprospectus as described above at the close of regu-lar trading on the New York Stock Exchange onthe business day before the date of this prospectus.On the first day we sell units we will compute theunit price as of the close of regular trading on theNew York Stock Exchange or the time the registra-tion statement filed with the Securities andExchange Commission becomes effective, if later.

OOrrggaanniizzaattiioonn CCoossttss.. During the initial offer-ing period, part of the value of the units repre-sents an amount that will pay the costs of creatingyour trust. These costs include the costs ofpreparing the registration statement and legaldocuments, a portfolio consultant’s security selec-tion fee (if any), federal and state registration fees,the initial fees and expenses of the trustee and theinitial audit. Your trust will sell securities toreimburse us for these costs at the end of the ini-tial offering period or after six months, if earlier.The value of your units will decline when yourtrust pays these costs.

UNDERSTANDING YOUR INVESTMENT

10 Understanding Your Investment

TTrraannssaaccttiioonnaall SSaalleess FFeeee.. You pay a fee in con-nection with purchasing units. We refer to thisfee as the “transactional sales fee.” The transac-tional sales fee has both an initial and a deferredcomponent and equals 3.45% of the public offer-ing price per unit based on a $10 public offeringprice per unit. This percentage amount of thetransactional sales fee is based on the unit priceon your trust’s inception date. The transactionalsales fee equals the difference between the totalsales fee and the creation and development fee.As a result, the percentage and dollar amount ofthe transactional sales fee will vary as the publicoffering price per unit varies. The transactionalsales fee does not include the creation and devel-opment fee which is described under “Fees andExpenses” for your trust.

The maximum sales fee equals 3.95% of thepublic offering price per unit at the time of pur-chase. You pay the initial sales fee at the time youbuy units. The initial sales fee is the differencebetween the total sales fee percentage (maximumof 3.95% of the public offering price per unit)and the sum of the remaining fixed dollardeferred sales fee and the total fixed dollar cre-ation and development fee. The initial sales feewill be approximately 1.00% of the public offer-ing price per unit depending on the public offer-ing price per unit. The deferred sales fee is fixedat $0.245 per unit. Your trust pays the deferredsales fee in equal monthly installments asdescribed under “Fees and Expenses” for yourtrust. If you redeem or sell your units prior tocollection of the total deferred sales fee, you willpay any remaining deferred sales fee uponredemption or sale of your units.

If you purchase units after the last deferredsales fee payment has been assessed, the secondarymarket sales fee is equal to 3.95% of the publicoffering price and does not include deferred pay-

ments (i.e. unitholders who buy in the secondarymarket after collection of the deferred sales feesare not charged deferred sales fees).

MMiinniimmuumm PPuurrcchhaassee.. The minimum amountyou can purchase appears under “EssentialInformation” for your trust, but such amountsmay vary depending on your selling firm.

RReedduucciinngg YYoouurr SSaalleess FFeeee. We offer a variety ofways for you to reduce the fee you pay. It is yourfinancial professional’s responsibility to alert us ofany discount when you order units. Except asexpressly provided herein, you may not combinediscounts. Since the deferred sales fee and thecreation and development fee are fixed dollaramounts per unit, your trust must charge thesefees per unit regardless of any discounts.However, if you are eligible to receive a discountsuch that your total sales fee is less than the fixeddollar amounts of the deferred sales fee and thecreation and development fee, we will credit youthe difference between your total sales fee andthese fixed dollar fees at the time you buy units.

Large Purchases. You can reduce your sales feeby increasing the size of your investment:

If you purchase: Your fee will be:

Less than $50,000 3.95%$50,000 - $99,999 3.70$100,000 - $249,999 3.45$250,000 - $499,999 3.10$500,000 - $999,999 2.95$1,000,000 or more 2.45

We apply these fees as a percent of the publicoffering price per unit at the time of purchase.The breakpoints will be adjusted to take into con-sideration purchase orders stated in dollars whichcannot be completely fulfilled due to the require-ments that only whole units be issued.

Understanding Your Investment 11

You aggregate initial offering period unitorders submitted by the same person for units ofany of the trusts we sponsor on any single dayfrom any one broker-dealer to qualify for a pur-chase level. If you purchase initial offering periodunits that qualify for the fee account orrollover/exchange discount described below andalso purchase additional initial offering periodunits on a single day from the same broker-dealerthat do not qualify for the fee account orrollover/exchange discount, you aggregate all ini-tial offering period units purchased for purposes ofdetermining the applicable breakpoint level in thetable above on the additional units, but such addi-tional units will not qualify for the fee account orrollover/exchange discount described below.Secondary market unit purchases are not aggregat-ed with initial offering period unit purchases forpurposes of determining the applicable breakpointlevel. You can also include these orders as yourown for purposes of this aggregation:

• orders submitted by your spouse or chil-dren (including step-children) under 21years of age living in the same householdand

• orders submitted by your trust estate orfiduciary accounts.

The discounts described above apply only toinitial offering period purchases.

Fee Accounts. Investors may purchase unitsthrough registered investment advisers, certifiedfinancial planners or registered broker-dealers whoin each case either charge investor accounts (“FeeAccounts”) periodic fees for brokerage services,financial planning, investment advisory or assetmanagement services, or provide such services inconnection with an investment account for whicha comprehensive “wrap fee” charge (“Wrap Fee”)is imposed. You should consult your financial

advisor to determine whether you can benefitfrom these accounts. To purchase units in theseFee Accounts, your financial advisor must pur-chase units designated with one of the FeeAccount CUSIP numbers, if available. Pleasecontact your financial advisor for more informa-tion. If units are purchased for a Fee Accountand the units are subject to a Wrap Fee in suchFee Account (i.e., the trust is “Wrap Fee Eligible”)then investors may be eligible to purchase units inthese Fee Accounts that are not subject to thetransactional sales fee but will be subject to thecreation and development fee that is retained bythe sponsor. For example, this table illustrates thesales fee you will pay as a percentage of the initial$10 public offering price per unit (the percentagewill vary with the unit price).

Initial sales fee 0.00%Deferred sales fee 0.00%

Transactional sales fee 0.00%Creation and development fee 0.50%

Total sales fee 0.50%

This discount applies only during the initialoffering period. Certain Fee Account investorsmay be assessed transaction or other fees on thepurchase and/or redemption of units by their bro-ker-dealer or other processing organizations forproviding certain transaction or account activities.We reserve the right to limit or deny purchases ofunits in Fee Accounts by investors or selling firmswhose frequent trading activity is determined tobe detrimental to a trust.

Employees. We waive the transactional salesfee for purchases made by officers, directors andemployees (and immediate family members) of thesponsor and its affiliates. These purchases are notsubject to the transactional sales fee but will besubject to the creation and development fee. Wealso waive a portion of the sales fee for purchases


made by officers, directors and employees (andimmediate family members) of selling firms.These purchases are made at the public offeringprice per unit less the applicable regular dealerconcession. Immediate family members for thepurposes of this section include your spouse, chil-dren (including step-children) under the age of 21living in the same household, and parents (includ-ing step-parents). These discounts apply to initialoffering period and secondary market purchases.All employee discounts are subject to the policiesof the related selling firm, including but not lim-ited to, householding policies or limitations.Only officers, directors and employees (and theirimmediate family members) of selling firms thatallow such persons to participate in this employeediscount program are eligible for the discount.

Rollover/Exchange Option. We waive a portionof the sales fee on units of the trusts offered in thisprospectus if you buy your units with redemptionor termination proceeds from any unit investmenttrust (regardless of sponsor). The discounted pub-lic offering price per unit for these transactions isequal to the regular public offering price per unitless 1.00%. However, if you invest redemption ortermination proceeds of $500,000 or more inunits, the maximum sales fee on your units will belimited to the maximum sales fee for the applica-ble amount invested in the table under “LargePurchases” above. To qualify for this discount, thetermination or redemption proceeds used to pur-chase units of a trust offered in this prospectusmust be derived from a transaction that occurredwithin 30 calendar days of your purchase of unitsof a trust offered in this prospectus. In addition,the discount will only be available for investorsthat utilize the same broker-dealer (or a differentbroker-dealer with appropriate notification) forboth the unit purchase and the transaction result-ing in the receipt of the termination or redemp-tion proceeds used for the unit purchase. You may

be required to provide appropriate documentationor other information to your broker-dealer to evi-dence your eligibility for this sales fee discount.

Please note that if you purchase units of atrust in this manner using redemption proceedsfrom trusts which assess the amount of anyremaining deferred sales fee at redemption, youshould be aware that any deferred sales feeremaining on these units will be deducted fromthose redemption proceeds. These discountsapply only to initial offering period purchases.

Dividend Reinvestment Plan. We do notcharge any sales fee when you reinvest distribu-tions from your trust into additional units of yourtrust. This sales fee discount applies to initialoffering period and secondary market purchases.Since the deferred sales fee and the creation anddevelopment fee are fixed dollar amounts perunit, your trust must charge these fees per unitregardless of this discount. If you elect the distri-bution reinvestment plan, we will credit you withadditional units with a dollar value sufficient tocover the amount of any remaining deferred salesfee or creation and development fee that will becollected on such units at the time of reinvest-ment. The dollar value of these units will fluctu-ate over time.

RReettiirreemmeenntt AAccccoouunnttss.. Your portfolio may besuitable for purchase in tax-advantaged retirementaccounts. You should contact your financial pro-fessional about the accounts offered and any addi-tional fees imposed.

HHOOWW TTOO SSEELLLL YYOOUURR UUNNIITTSS

You can sell or redeem your units on anybusiness day the New York Stock Exchange isopen by contacting your financial professional.Unit prices are available daily on the Internet at


wwwwww..AAAAMMlliivvee..ccoomm or through your financial pro-fessional. The sale and redemption price of unitsis equal to the net asset value per unit, providedthat you will not pay any remaining creation anddevelopment fee or organization costs if you sellor redeem units during the initial offering period.The sale and redemption price is sometimesreferred to as the “liquidation price.” You payany remaining deferred sales fee when you sell orredeem your units. Certain broker-dealers maycharge a transaction or other fee for processingunit redemption or sale requests.

SSeelllliinngg UUnniittss. We may maintain a secondarymarket for units. This means that if you want tosell your units, we may buy them at the currentnet asset value, provided that you will not pay anyremaining creation and development fee or organ-ization costs if you sell units during the initialoffering period. We may then resell the units toother investors at the public offering price orredeem them for the redemption price. Our sec-ondary market repurchase price is the same as theredemption price. Certain broker-dealers mightalso maintain a secondary market in units. Youshould contact your financial professional for cur-rent repurchase prices to determine the best priceavailable. We may discontinue our secondarymarket at any time without notice. Even if we donot make a market, you will be able to redeemyour units with the trustee on any business dayfor the current redemption price.

RReeddeeeemmiinngg UUnniittss. You may also redeem yourunits directly with the trustee, The Bank of NewYork Mellon, on any day the New York StockExchange is open. The redemption price that youwill receive for units is equal to the net asset valueper unit, provided that you will not pay anyremaining creation and development fee or organ-ization costs if you redeem units during the initialoffering period. You will pay any remaining

deferred sales fee at the time you redeem units.You will receive the net asset value for a particularday if the trustee receives your completedredemption request prior to the close of regulartrading on the New York Stock Exchange.Redemption requests received by authorizedfinancial professionals prior to the close of regulartrading on the New York Stock Exchange that areproperly transmitted to the trustee by the timedesignated by the trustee, are priced based on thedate of receipt. Redemption requests received bythe trustee after the close of regular trading on theNew York Stock Exchange, redemption requestsreceived by authorized financial professionals afterthat time or redemption requests received by suchpersons that are not transmitted to the trusteeuntil after the time designated by the trustee, arepriced based on the date of the next determinedredemption price provided they are received in atimely manner by the trustee on such date. It isthe responsibility of authorized financial profes-sionals to transmit redemption requests receivedby them to the trustee so they will be received ina timely manner. If your request is not receivedin a timely manner or is incomplete in any way,you will receive the next net asset value computedafter the trustee receives your completed request.

If you redeem your units, the trustee will gen-erally send you a payment for your units no laterthan seven days after it receives all necessary doc-umentation (this will usually only take three busi-ness days). The only time the trustee can delayyour payment is if the New York Stock Exchangeis closed (other than weekends or holidays), theSecurities and Exchange Commission determinesthat trading on that exchange is restricted or anemergency exists making sale or evaluation of thesecurities not reasonably practicable, and for anyother period that the Securities and ExchangeCommission permits.


You can request an in-kind distribution ofthe securities underlying your units if you tenderat least 2,500 units for redemption (or suchother amount as required by your financial pro-fessional’s firm). This option is generally avail-able only for securities traded and held in theUnited States. The trustee will make any in-kind distribution of securities by distributingapplicable securities in book entry form to theaccount of your financial professional atDepository Trust Company. You will receivewhole shares of the applicable securities and cashequal to any fractional shares. You may notrequest this option in the last 30 days of yourtrust’s life. We may discontinue this optionupon sixty days notice.

EExxcchhaannggee OOppttiioonn. You may be able toexchange your units for units of our unit trusts ata reduced sales fee. You can contact your finan-cial professional for more information abouttrusts currently available for exchanges. Beforeyou exchange units, you should read the prospec-tus carefully and understand the risks and fees.You should then discuss this option with yourfinancial professional to determine whether yourinvestment goals have changed, whether currenttrusts suit you and to discuss tax consequences.We may discontinue this option at any time uponsixty days notice.

RRoolllloovveerr OOppttiioonn.. Your trust’s strategy may bea long-term investment strategy designed to befollowed on an annual basis. You may achievemore consistent long-term investment results byfollowing the strategy. As part of the strategy, wecurrently intend to offer a subsequent series ofyour trust for a rollover when the current trustterminates. When your trust terminates you willhave the option to (1) participate in a rolloverand have your units reinvested into a subsequenttrust series through a cash rollover as described in

this section, (2) receive an in-kind distribution ofsecurities or (3) receive a cash distribution.

If you elect to participate in a rollover, yourunits will be redeemed on your trust’s terminationdate. As the redemption proceeds become avail-able, the proceeds (including dividends) will beinvested in a new trust series, if available, at thepublic offering price for the new trust. Thetrustee will attempt to sell securities to satisfy theredemption as quickly as practicable on the termi-nation date. We do not anticipate that the saleperiod will be longer than one day, however, cer-tain factors could affect the ability to sell thesecurities and could impact the length of the saleperiod. The liquidity of any security depends onthe daily trading volume of the security and theamount available for redemption and reinvest-ment on any day.

We intend to make subsequent trust seriesavailable for sale at various times during the year.Of course, we cannot guarantee that a subsequenttrust or sufficient units will be available or thatany subsequent trusts will offer the same invest-ment strategies or objectives as current trusts. Wecannot guarantee that a rollover will avoid anynegative market price consequences resulting fromtrading large volumes of securities. Market pricetrends may make it advantageous to sell or buysecurities more quickly or more slowly than per-mitted by the trust procedures. We may, in oursole discretion, modify a rollover or stop creatingunits of any future trust at any time regardless ofwhether all proceeds of unitholders have beenreinvested in a rollover. We may decide not tooffer a rollover option upon sixty days notice.Cash which has not been reinvested in a rolloverwill be distributed to unitholders shortly after thetermination date. Rollover participants mayreceive taxable dividends or realize taxable capitalgains which are reinvested in connection with a


rollover but may not be entitled to a deductionfor capital losses due to the “wash sale” tax rules.Due to the reinvestment in a subsequent trust, nocash will be distributed to pay any taxes. See“Understanding Your Investment—Taxes”.

DDIISSTTRRIIBBUUTTIIOONNSS

DDiissttrriibbuuttiioonnss.. Your trust generally pays dis-tributions of its net investment income alongwith any excess capital on each distribution dateto unitholders of record on the preceding recorddate. If your trust is a “grantor trust” for federaltax purposes, the trust will generally only make adistribution if the total cash held for distributionequals at least 0.1% of the trust’s net asset valueas determined under the trust agreement. Therecord and distribution dates and the tax statusare shown under “Essential Information” in the“Investment Summary” section of this prospectusfor your trust. In some cases, your trust mightpay a special distribution if it holds an excessiveamount of cash pending distribution. For exam-ple, this could happen as a result of a merger orsimilar transaction involving a company whosestock is in your portfolio. Your trust will alsogenerally make required distributions or distribu-tions to avoid imposition of tax at the end ofeach year if it is structured as a “regulated invest-ment company” for federal tax purposes. Theamount of your distributions will vary from timeto time as companies change their dividends andother income distributions or trust expenseschange.

When your trust receives dividends and otherincome distributions from a portfolio security, thetrustee credits such payments to the trust’saccounts. In an effort to make relatively regularincome distributions, if your trust is a “regulatedinvestment company” for tax purposes and makesmonthly distributions, your trust’s monthly

income distribution is equal to one twelfth of theestimated net annual income distributions to bereceived by your trust after deduction of trustoperating expenses. Because a trust does notreceive income distributions from the portfoliosecurities at a constant rate throughout the year,the income distributions to unitholders from sucha trust may be more or less than the amount cred-ited to your trust accounts as of the record date.For the purpose of minimizing fluctuation inincome distributions, the trustee is authorized toadvance such amounts as may be necessary toprovide income distributions of approximatelyequal amounts. The trustee will be reimbursed,without interest, for any such advances fromavailable income received by a trust on the ensu-ing record date.

EEssttiimmaatteedd AAnnnnuuaall DDiissttrriibbuuttiioonnss.. The estimat-ed net annual distributions for your trust areshown under “Essential Information” section ofthis prospectus related to your trust. We general-ly base the estimate of the income your trust mayreceive on annualizing the most recent ordinarydividend declared by an issuer (or adding themost recent interim and final dividends declaredfor certain foreign issuers) and/or on scheduledincome payments. However, dividend conven-tions for certain companies and/or certain coun-tries differ from those typically used in theUnited States and in certain instances, dividendspaid or declared over several years or other peri-ods were used to estimate annual distributions.Due to this and various other factors, actual divi-dends and other income distributions received byyour trust will most likely differ from the mostrecent annualized dividends or scheduled incomepayments. The actual net annual distributionsyou will receive will vary with changes in yourtrust’s fees and expenses, in dividends and otherincome distributions received and with the saleof securities.


RReeppoorrttss. The trustee or your financial profes-sional will make available to you a statementshowing income and other receipts of your trustfor each distribution. Each year the trustee willalso provide an annual report on your trust’sactivity and certain tax information. You canrequest copies of security evaluations to enableyou to complete your tax forms and auditedfinancial statements for your trust, if available.

IINNVVEESSTTMMEENNTT RRIISSKKSS

All investments involve risk. This sectiondescribes the main risks that can impact the valueof the securities in your portfolio. You shouldunderstand these risks before you invest. If thevalue of the securities falls, the value of your unitswill also fall. We cannot guarantee that your trustwill achieve its objective or that your investmentreturn will be positive over any period.

MMaarrkkeett RRiisskk.. Market risk is the risk that thevalue of the securities in your trust will fluctuate.This could cause the value of your units to fallbelow your original purchase price. Market valuefluctuates in response to various factors. Thesecan include changes in interest rates, inflation, thefinancial condition of a security’s issuer, percep-tions of the issuer, or ratings on a security. Eventhough we supervise your portfolio, you shouldremember that we do not manage your portfolio.Your trust will not sell a security solely because themarket value falls as is possible in a managed fund.

DDiivviiddeenndd PPaayymmeenntt RRiisskk.. Dividend paymentrisk is the risk that an issuer of a security isunwilling or unable to pay income on a security.Stocks represent ownership interests in the issuersand are not obligations of the issuers. Commonstockholders have a right to receive dividends onlyafter the company has provided for payment of itscreditors, bondholders and preferred stockholders.

Common stocks do not assure dividend pay-ments. Dividends are paid only when declared byan issuer’s board of directors and the amount ofany dividend may vary over time.

SSeeccttoorr CCoonncceennttrraattiioonn RRiisskk.. Sector concentrationrisk is the risk that the value of your trust is moresusceptible to fluctuations based on factors thatimpact a particular sector because the portfolioconcentrates in companies within that sector. Aportfolio “concentrates” in a sector when securitiesin a particular sector make up 25% or more of theportfolio. Refer to the “Principal Risks” in the“Investment Summary” section of this prospectusfor your trust for sector concentrations.

Your trust may invest significantly in securi-ties issued by companies in the ffiinnaanncciiaallss sseeccttoorr.Any negative impact on this sector will have agreater impact on the value of units than on aportfolio diversified over several sectors. Youshould understand the risks of this sector beforeyou invest. Companies in the financials sectormay include banks and their holding companies,finance companies, investment managers, broker-dealers, insurance and reinsurance companies andmortgage real estate investment trusts (“REITs”).Banks and their holding companies are especiallysubject to the adverse effects of economic reces-sion; volatile interest rates; portfolio concentra-tions in geographic markets and in commercialand residential real estate loans; and competitionfrom new entrants in their fields of business. Inaddition, banks and their holding companies areextensively regulated at both the federal and statelevel and may be adversely affected by increasedregulations. Banks face increased competitionfrom nontraditional lending sources as regulatorychanges permit new entrants to offer variousfinancial products. Technological advances allowthese nontraditional lending sources to cut over-head and permit the more efficient use of customer


data. Banks are already facing tremendous pres-sure from mutual funds, brokerage firms andother providers in the competition to furnishservices that were traditionally offered by banks.

Companies engaged in investment manage-ment and broker-dealer activities are subject tovolatility in their earnings and share prices thatoften exceeds the volatility of the equity market ingeneral. Adverse changes in the direction of thestock market, investor confidence, equity transac-tion volume, the level and direction of interestrates and the outlook of emerging markets couldadversely affect the financial stability, as well as thestock prices, of these companies. Additionally,competitive pressures, including increased compe-tition with new and existing competitors, theongoing commoditization of traditional businessesand the need for increased capital expenditures onnew technology could adversely impact the profitmargins of companies in the investment manage-ment and brokerage industries. Companiesinvolved in investment management and broker-dealer activities are also subject to extensive regula-tion by government agencies and self-regulatoryorganizations, and changes in laws, regulations orrules, or in the interpretation of such laws, regula-tions and rules could adversely affect the stockprices of such companies.

Companies involved in the insurance, rein-surance and risk management industry under-write, sell or distribute property, casualty andbusiness insurance. Many factors affect insur-ance, reinsurance and risk management companyprofits, including interest rate movements, theimposition of premium rate caps, a misapprehen-sion of the risks involved in given underwritings,competition and pressure to compete globally,weather catastrophes or other disasters and theeffects of client mergers. Already extensively reg-ulated, insurance companies’ profits may be

adversely affected by increased government regu-lations or tax law changes.

Mortgage REITs engage in financing realestate, purchasing or originating mortgages andmortgage-backed securities and earning incomefrom the interest on these investments. SuchREITs face risks similar to those of other financialfirms, such as changes in interest rates, generalmarket conditions and credit risk, in addition torisks associated with an investment in real estate.Risk associated with real estate investmentsinclude, among other factors, changes in generalU.S., global and local economic conditions,declines in real estate values, changes in the finan-cial health of tenants, overbuilding and increasedcompetition for tenants, oversupply of propertiesfor sale, changing demographics, changes in inter-est rates, tax rates and other operating expenses,changes in government regulations, faulty con-struction and the ongoing need for capitalimprovements, regulatory and judicial require-ments including relating to liability for environ-mental hazards, changes in neighborhood valuesand buyer demand, and the unavailability of con-struction financing or mortgage loans at ratesacceptable to developers.

The financial services sector was adverselyaffected by global developments over the lastseveral years stemming from the financial crisisincluding recessionary conditions, deteriorationin the credit markets and recurring concernsover sovereign debt. These events led to consid-erable write-downs in the values of many assetsheld by financial services companies and a tight-ening of credit markets that was marked by ageneral unwillingness of many entities to extendcredit. These factors caused a significant need formany financial services companies to raise capi-tal to meet obligations and to satisfy regulatoryand contractual capital requirements. Many


well-established financial services companies wereforced to seek additional capital through issuancesof new preferred or common equity and certaincompanies were forced to agree to be acquired byother companies (or sell some or all of their assetsto other companies). In some cases governmentassistance, guarantees or direct participation ininvestments or acquisitions were necessary tofacilitate these transactions. In addition, concernsregarding these issues and their potential negativeimpact to the U.S. and global economies resultedin extreme volatility in securities prices and uncer-tain market conditions.

In response to these issues, governmentauthorities in the U.S. and other countries haveinitiated and may continue to engage in adminis-trative and legislative action, including the Dodd-Frank Wall Street Reform and ConsumerProtection Act and resulting rulemaking. Thesegovernment actions include, but are not limited to,restrictions on investment activities; increased over-sight, regulation and involvement in financial serv-ices company practices; adjustments to capitalrequirements; the acquisition of interests in and theextension of credit to private entities; and increasedinvestigation efforts into the actions of companiesand individuals in the financial service industry.No one can predict any action that might be takenor the effect any action or inaction will have. It ispossible that any actions taken by governmentauthorities will not address or help improve thestate of these difficulties as intended. No one canpredict the impact that these difficulties will haveon the economy, generally or financial servicescompanies. These difficulties and correspondinggovernment action or inaction may have far reach-ing consequences and your investment may beadversely affected by such developments.

Your trust may invest significantly in securi-ties of companies in the iinnffoorrmmaattiioonn tteecchhnnoollooggyy

sector. Technology companies are generally sub-ject to the risks of rapidly changing technologies;short product life cycles; fierce competition;aggressive pricing; frequent introduction of newor enhanced products; the loss of patent, copy-right and trademark protections; cyclical marketpatterns; evolving industry standards; and fre-quent new product introductions. Technologycompanies may be smaller and less experiencedcompanies, with limited product lines, markets orfinancial resources. Technology company stockshave experienced extreme price and volume fluc-tuations that are often unrelated to their operat-ing performance, and have lately experienced sig-nificant market declines in their share values.Also, the stocks of many internet companies haveexceptionally high price-to-earnings ratios withlittle or no earnings histories.

RReeaall EEssttaattee IInnvveessttmmeenntt TTrruussttss.. Your trust mayinvest in securities issued by real estate investmenttrusts (“REITs”). REITs may be exposed to therisks associated with the ownership of real estatewhich include, among other factors, changes ingeneral U.S., global and local economic condi-tions, declines in real estate values, changes in thefinancial health of tenants, overbuilding andincreased competition for tenants, oversupply ofproperties for sale, changing demographics,changes in interest rates, tax rates and other oper-ating expenses, changes in government regula-tions, faulty construction and the ongoing needfor capital improvements, regulatory and judicialrequirements including relating to liability forenvironmental hazards, changes in neighborhoodvalues and buyer demand, and the unavailabilityof construction financing or mortgage loans atrates acceptable to developers.

Many factors can have an adverse impact onthe performance of a REIT, including its cashavailable for distribution, the credit quality of


the REIT or the real estate industry generally.The success of a REIT depends on various fac-tors, including the occupancy and rent levels,appreciation of the underlying property and theability to raise rents on those properties.Economic recession, overbuilding, tax lawchanges, higher interest rates or excessive specu-lation can all negatively impact REITs, theirfuture earnings and share prices. Variations inrental income and space availability and vacancyrates in terms of supply and demand are addi-tional factors affecting real estate generally andREITs in particular. Properties owned by aREIT may not be adequately insured against cer-tain losses and may be subject to significantenvironmental liabilities, including remediationcosts. You should also be aware that REITs maynot be diversified and are subject to the risks offinancing projects. The real estate industry maybe cyclical, and, if REIT securities are acquiredat or near the top of the cycle, there is increasedrisk of a decline in value of the REIT securities.At various points in time, demand for certaintypes of real estate may inflate the value of realestate. This may increase the risk of a substantialdecline in the value of such real estate andincrease the risk of a decline in the value of thesecurities. REITs are also subject to defaults byborrowers and the market’s perception of theREIT industry generally. Because of their struc-ture, and a current legal requirement that theydistribute at least 90% of their taxable income toshareholders annually, REITs require frequentamounts of new funding, through both borrow-ing money and issuing stock. Thus, REITs his-torically have frequently issued substantialamounts of new equity shares (or equivalents) topurchase or build new properties. This mayadversely affect REIT equity share market prices.Both existing and new share issuances may havean adverse effect on these prices in the future,especially if REITs issue stock when real estate

prices are relatively high and stock prices are rel-atively low.

Mortgage REITs engage in financing realestate, purchasing or originating mortgages andmortgage-backed securities and earning incomefrom the interest on these investments. SuchREITs face risks similar to those of other financialfirms, such as changes in interest rates, generalmarket conditions and credit risk, in addition torisks associated with an investment in real estate.

FFoorreeiiggnn IIssssuueerr RRiisskk.. An investment in securi-ties of foreign issuers involves certain risks that aredifferent in some respects from an investment insecurities of domestic issuers. These include risksassociated with future political and economicdevelopments, international trade conditions, for-eign withholding taxes, liquidity concerns, curren-cy fluctuations, volatility, restrictions on foreigninvestments and exchange of securities, potentialfor expropriation of assets, confiscatory taxation,difficulty in obtaining or enforcing a court judg-ment, potential inability to collect when a compa-ny goes bankrupt and economic, political orsocial instability. Moreover, individual foreigneconomies may differ favorably or unfavorablyfrom the U.S. economy for reasons including dif-ferences in growth of gross domestic product,rates of inflation, capital reinvestment, resources,self-sufficiency and balance of payments positions.There may be less publicly available informationabout a foreign issuer than is available from adomestic issuer as a result of different accounting,auditing and financial reporting standards. Someforeign markets are less liquid than U.S. marketswhich could cause securities to be bought at ahigher price or sold at a lower price than wouldbe the case in a highly liquid market.

Securities of certain foreign issuers may bedenominated or quoted in currencies other than


the U.S. dollar. Foreign issuers also make pay-ments and conduct business in foreign currencies.Many foreign currencies have fluctuated widely invalue against the U.S. dollar for various economicand political reasons. Changes in foreign curren-cy exchange rates may affect the value of foreignsecurities and income payments. Generally, whenthe U.S. dollar rises in value against a foreign cur-rency, a security denominated in that currencyloses value because the currency is worth fewerU.S. dollars. Conversely, when the U.S. dollardecreases in value against a foreign currency, asecurity denominated in that currency gains valuebecause the currency is worth more U.S. dollars.The U.S. dollar value of income payments on for-eign securities will fluctuate similarly withchanges in foreign currency values.

Certain foreign securities may be held in theform of American Depositary Receipts (“ADRs”),Global Depositary Receipts (“GDRs”), or othersimilar receipts. Depositary receipts representreceipts for foreign securities deposited with acustodian (which may include the trustee of yourtrust). Depository receipts may not be denomi-nated in the same currency as the securities intowhich they may be converted. ADRs typicallytrade in the U.S. in U.S. dollars and are registeredwith the Securities and Exchange Commission.GDRs are similar to ADRs, but GDRs typicallytrade outside of the U.S. and outside of the coun-try of the issuer in the currency of the countrywhere the GDR trades. Depositary receipts gen-erally involve most of the same types of risks asforeign securities held directly but typically alsoinvolve additional expenses associated with thecost of the custodian’s services. Some depositaryreceipts may experience less liquidity than theunderlying securities traded in their home market.Certain depositary receipts are unsponsored (i.e.issued without the participation or involvementof the issuer of the underlying security). The

issuers of unsponsored depositary receipts are notobligated to disclose information that may beconsidered material in the U.S. Therefore, theremay be less information available regarding theseissuers which can impact the relationship betweencertain information impacting a security and themarket value of the depositary receipts.

SSmmaallll aanndd MMiidd--SSiizzee CCoommppaanniieess.. Your trustmay invest in securities issued by small and mid-size companies. The share prices of these com-panies are often more volatile than those of larg-er companies as a result of several factors com-mon to many such issuers, including limitedtrading volumes, products or financial resources,management inexperience and less publicly avail-able information.

LLeeggiissllaattiioonn//LLiittiiggaattiioonn.. From time to time,various legislative initiatives are proposed in theUnited States and abroad which may have a nega-tive impact on certain of the companies represent-ed in the trust. In addition, litigation regardingany of the issuers of the securities or of the indus-tries represented by these issuers may negativelyimpact the share prices of these securities. Noone can predict what impact any pending orthreatened litigation will have on the share pricesof the securities.

LLiiqquuiiddiittyy RRiisskk.. Liquidity risk is the risk thatthe value of a security will fall if trading in thesecurity is limited or absent. No one can guar-antee that a liquid trading market will exist forany security.

NNoo FFDDIICC GGuuaarraanntteeee.. An investment inyour trust is not a deposit of any bank and is notinsured or guaranteed by the Federal DepositInsurance Corporation or any other governmentagency.


HHOOWW TTHHEE TTRRUUSSTT WWOORRKKSS

YYoouurr TTrruusstt.. Your trust is a unit investmenttrust registered under the Investment Company Actof 1940. We created your trust under a trust agree-ment between Advisors Asset Management, Inc. (asdepositor/sponsor, evaluator and supervisor) andThe Bank of New York Mellon (as trustee). Tocreate your trust, we deposited securities with thetrustee (or contracts to purchase securities alongwith an irrevocable letter of credit or other consid-eration to pay for the securities). In exchange, thetrustee delivered units of your trust to us. Eachunit represents an undivided interest in the assetsof your trust. These units remain outstandinguntil redeemed or until your trust terminates. Atthe close of the New York Stock Exchange on yourtrust’s inception date, the number of units may beadjusted so that the public offering price per unitequals $10. The number of units and fractionalinterest of each unit in your trust will increase ordecrease to the extent of any adjustment.

CChhaannggiinngg YYoouurr PPoorrttffoolliioo.. Your trust is not amanaged fund. Unlike a managed fund, wedesigned your portfolio to remain relatively fixed.Your trust will generally buy and sell securities:

• to pay expenses,

• to issue additional units or redeem units,

• to take actions in response to certain cor-porate actions and other events impactingportfolio securities,

• in limited circumstances to protect the trust,

• to make required distributions or avoidimposition of taxes on the trust, or

• as permitted by the trust agreement.

When your trust sells securities, the composi-tion and diversification of the securities in the

portfolio may be altered. If a public tender offerhas been made for a security or a merger, acquisi-tion or similar transaction has been announcedaffecting a security, the sponsor may direct thetrustee to sell the security or accept a tender offer ifthe supervisor determines that the action is in thebest interest of unitholders. The trustee will dis-tribute any available cash proceeds to unitholders.

If an offer by the issuer of any of the portfo-lio securities or any other party is made to issuenew securities, or to exchange securities, for trustportfolio securities, the trustee will reject theoffer unless your trust is a “regulated investmentcompany” for tax purposes (see “EssentialInformation—Tax Structure” in the “InvestmentSummary” section for your trust in this prospec-tus). If your trust is a “regulated investment com-pany” for tax purposes and an offer by the issuerof any of the portfolio securities or any otherparty is made to issue new securities, or toexchange securities, for trust portfolio securities,the trustee may either vote for or against, oraccept or reject, any offer for new or exchangedsecurities or property in exchange for a trust port-folio security at the direction of the sponsor.

If any issuance, exchange or substitution ofnew or exchanged securities or property inexchange for a trust portfolio security occurs(regardless of any action or rejection by a trust),any securities and/or property received will bedeposited into the trust and will be promptly soldby the trustee pursuant to the sponsor’s direction,unless the sponsor advises the trustee to keep suchsecurities or property.

If any contract for the purchase of securitiesfails, the sponsor will refund the cash and sales feeattributable to the failed contract to unitholders onor before the next distribution date unless substan-tially all of the moneys held to cover the purchase


are reinvested in substitute securities in accordancewith the trust agreement. If your trust is a “regu-lated investment company” for tax purposes, thesponsor may direct the reinvestment of security saleproceeds if the sale is the direct result of seriousadverse credit factors which, in the opinion of thesupervisor, would make retention of the securitiesdetrimental to the trust. In such a case, the spon-sor may, but is not obligated to, direct the reinvest-ment of sale proceeds in any other securities thatmeet the criteria for inclusion in the trust on thetrust’s inception date. The sponsor may alsoinstruct the trustee to take action necessary toensure that a portfolio continues to satisfy thequalifications of a “regulated investment company”for tax purposes. Your trust will not participate inrights offerings of closed-end funds, if any.

We will increase the size of your trust as wesell units. When we create additional units, wewill seek to replicate the existing portfolio to theextent practicable. When your trust buys securi-ties, it may pay brokerage or other acquisitionfees. You could experience a dilution of yourinvestment because of these fees and fluctuationsin security prices between the time we create unitsand the time your trust buys the securities.When your trust buys or sells securities, we maydirect that it place orders with and pay brokeragecommissions to brokers that sell units or are affili-ated with us, your trust or the trustee.

Pursuant to an exemptive order, your trustmay be able to purchase securities from othertrusts that we sponsor when we create additionalunits. Your trust may also be able to sell securitiesto other trusts that we sponsor to satisfy unitredemption, pay deferred sales charges or expenses,in connection with periodic tax compliance or inconnection with the termination of your trust.The exemption may enable each trust to eliminatecommission costs on these transactions. The price

for those securities will be the closing price on thesale date on the exchange where the securities areprincipally traded as certified by us to the trustee.

AAmmeennddiinngg tthhee TTrruusstt AAggrreeeemmeenntt.. The sponsorand the trustee can change the trust agreementwithout your consent to correct any provisionthat may be defective or to make other provisionsthat will not materially adversely affect your inter-est (as determined by the sponsor and thetrustee). We cannot change this agreement toreduce your interest in your trust without yourconsent. Investors owning two-thirds of the unitsin your trust may vote to change this agreement.

TTeerrmmiinnaattiioonn ooff YYoouurr TTrruusstt.. Your trust will ter-minate on the termination date set forth under“Essential Information” in the “InvestmentSummary” section of this prospectus for your trust.The trustee may terminate your trust early if thevalue of the trust is less than 40% of the originalvalue of the securities in your trust at the time ofdeposit. At this size, the expenses of your trustmay create an undue burden on your investment.Investors owning two-thirds of the units in yourtrust may also vote to terminate the trust early.The trustee will liquidate your trust in the eventthat a sufficient number of units not yet sold to thepublic are tendered for redemption so that the networth of your trust would be reduced to less than40% of the value of the securities at the time theywere deposited in the trust. If this happens, wewill refund any sales charge that you paid.

You will receive your final distribution withina reasonable time following liquidation of all thesecurities after deducting final expenses. Your ter-mination distribution may be less than the priceyou originally paid for your units.

TThhee SSppoonnssoorr.. The sponsor of your trust isAdvisors Asset Management, Inc. We are a


broker-dealer specializing in providing tradingand support services to broker-dealers, registeredrepresentatives, investment advisers and otherfinancial professionals. Our headquarters arelocated at 18925 Base Camp Road, Monument,Colorado 80132. You can contact our unitinvestment trust division at 8100 East 22nd StreetNorth, Building 800, Suite 102, Wichita, Kansas67226 or by using the contacts listed on the backcover of this prospectus. AAM is a registered bro-ker-dealer and investment adviser, a member ofthe Financial Industry Regulatory Authority, Inc.(FINRA) and Securities Investor ProtectionCorporation (SIPC) and a registrant of theMunicipal Securities Rulemaking Board (MSRB).If we fail to or cannot perform our duties as spon-sor or become bankrupt, the trustee may replaceus, continue to operate your trust without a spon-sor, or terminate your trust.

We and your trust have adopted a code ofethics requiring our employees who have access toinformation on trust transactions to report per-sonal securities transactions. The purpose of thecode is to avoid potential conflicts of interest andto prevent fraud, deception or misconduct withrespect to your trust.

The sponsor or an affiliate may use the list ofsecurities in your trust in its independent capacity(which may include acting as an investmentadviser or broker-dealer) and distribute this infor-mation to various individuals and entities. Thesponsor or an affiliate may recommend or effecttransactions in the securities. This may also havean impact on the price your trust pays for thesecurities and the price received upon unitredemption or trust termination. The sponsormay act as agent or principal in connection withthe purchase and sale of securities, includingthose held by your trust, and may act as a special-ist market maker in the securities. The sponsor

may also issue reports and make recommenda-tions on the securities in your trust. The sponsoror an affiliate may have participated in a publicoffering of one or more of the securities in yourtrust. The sponsor, an affiliate or their employeesmay have a long or short position in these securi-ties or related securities. An officer, director oremployee of the sponsor or an affiliate may be anofficer or director for the issuers of the securities.

TThhee TTrruusstteeee.. The Bank of New York Mellonis the trustee of your trust with its principalunit investment trust division offices located at2 Hanson Place, 12th Floor, Brooklyn, NewYork 11217. You can contact the trustee bycalling the telephone number on the back coverof this prospectus or by writing to its unitinvestment trust office. We may remove andreplace the trustee in some cases without yourconsent. The trustee may also resign by notify-ing us and investors.

HHooww WWee DDiissttrriibbuuttee UUnniittss.. We sell units tothe public through broker-dealers and otherfirms. These distribution firms each receive partof the sales fee when they sell units. During theinitial offering period, the broker-dealer conces-sion or agency commission for broker-dealers andother firms is as follows:

Transaction Concession orAmount: Agency Commission:

Less than $50,000 3.10%$50,000 - $99,999 2.85$100,000 - $249,999 2.60$250,000 - $499,999 2.30$500,000 - $999,999 2.20$1,000,000 or more 1.75

We apply these concessions or agency com-missions as a percent of the public offering priceper unit at the time of the transaction. The


broker-dealer concession or agency commission is65% of the sales fee for secondary market sales.For transactions involving unitholders of otherunit investment trusts who use their redemptionor termination proceeds to purchase units of yourtrust, the broker-dealer concession or agencycommission is 2.15% of the public offering priceper unit. No broker-dealer concession or agencycommission is paid to broker-dealers, investmentadvisers or other selling firms in connection withunit sales in Fee Accounts subject to a Wrap Fee.

Broker-dealers and other firms that sell units ofcertain unit investment trusts for which AAM actsas sponsor are eligible to receive additional com-pensation for volume sales. The sponsor offers twoseparate volume concession structures for certaintrusts that are referred to as “Volume ConcessionA” and “Volume Concession B.” The trustsoffered in this prospectus are Volume Concession Atrusts. Broker-dealers and other firms that sellunits of any Volume Concession A trust are eligibleto receive the additional compensation describedbelow. Such payments will be in addition to theregular concessions paid to firms as set forth in theapplicable trust’s prospectus. The additional con-cession is based on total initial offering period salesof all Volume Concession A trusts during a calen-dar quarter as set forth in the following table:

Initial Offering Period Sales VolumeDuring Calendar Quarter Concession

Less than $10,000,000 0.000%$10,000,000 but less than $25,000,000 0.050$25,000,000 but less than $50,000,000 0.100$50,000,000 but less than $75,000,000 0.110$75,000,000 but less than $100,000,000 0.120$100,000,000 but less than $250,000,000 0.125$250,000,000 but less than $500,000,000 0.135$500,000,000 or more 0.150

This volume concession will be paid on unitsof all Volume Concession A trusts sold in the ini-

tial offering period, except as described below. Fora trust to be eligible for this additional VolumeConcession A compensation for calendar quartersales, the trust’s prospectus must include disclosurerelated to this additional Volume Concession Acompensation; a trust is not eligible for this addi-tional Volume Concession A compensation if theprospectus for such trust does not include disclo-sure related to this additional Volume ConcessionA compensation. Broker-dealer firms will notreceive additional compensation unless they sell atleast $10.0 million of units of Volume ConcessionA trusts during a calendar quarter. For example, ifa firm sells $9.5 million of units of VolumeConcession A trusts in the initial offering periodduring a calendar quarter, the firm will not receiveany additional compensation with respect to suchtrusts. Once a firm reaches a particular breakpointduring a quarter, the firm will receive the statedvolume concession on all initial offering periodsales of Volume Concession A trusts during theapplicable quarter. For example, if a firm sells$12.5 million of units of Volume Concession Atrusts in the initial offering period during a calen-dar quarter, the firm will receive additional com-pensation of 0.05% of $12.5 million and if a firmsells $27.0 million of units of Volume ConcessionA trusts in the initial offering period during a cal-endar quarter, the firm will receive additionalcompensation of 0.100% of $27.0 million.

In addition, dealer firms will not receive vol-ume concessions on the sale of units which arenot subject to a transactional sales charge.However, such sales will be included in determin-ing whether a firm has met the sales level break-points for volume concessions subject to the poli-cies of the related selling firm. Secondary marketsales of all unit trusts are excluded for purposes ofthese volume concessions. We will pay theseamounts out of our own assets within a reason-able time following each calendar quarter.


Any sales fee discount is borne by the bro-ker-dealer or selling firm out of the broker-dealerconcession or agency commission. We reservethe right to change the amount of concessions oragency commissions from time to time.

We currently may provide, at our ownexpense and out of our own profits, additionalcompensation and benefits to broker-dealers whosell units of your trust and our other products.This compensation is intended to result in addi-tional sales of our products and/or compensatebroker-dealers and financial advisors for pastsales. A number of factors are considered indetermining whether to pay these additionalamounts. Such factors may include, but are notlimited to, the level or type of services providedby the intermediary, the level or expected level ofsales of our products by the intermediary or itsagents, the placing of our products on a preferredor recommended product list and access to anintermediary’s personnel. We may make thesepayments for marketing, promotional or relatedexpenses, including, but not limited to, expensesof entertaining retail customers and financialadvisors, advertising, sponsorship of events orseminars, obtaining information about the break-down of unit sales among an intermediary’s repre-sentatives or offices, obtaining shelf space in bro-ker-dealer firms and similar activities designed topromote the sale of our products. We make suchpayments to a substantial majority of intermedi-aries that sell our products. We may also makecertain payments to, or on behalf of, intermedi-aries to defray a portion of their costs incurred forthe purpose of facilitating unit sales, such as thecosts of developing or purchasing trading systemsto process unit trades. Payments of such addi-tional compensation described in this paragraphand the volume concessions described above,some of which may be characterized as “revenuesharing,” may create an incentive for financial

intermediaries and their agents to sell or recom-mend our products, including your trust, overother products. These arrangements will notchange the price you pay for your units.

We generally register units for sale in variousstates in the U.S. We do not register units forsale in any foreign country. This prospectus doesnot constitute an offer of units in any state orcountry where units cannot be offered or soldlawfully. We may reject any order for units inwhole or in part.

We may gain or lose money when we holdunits in the primary or secondary market due tofluctuations in unit prices. The gain or loss isequal to the difference between the price we payfor units and the price at which we sell or redeemthem. We may also gain or lose money when wedeposit securities to create units. The amount ofour profit or loss on the initial deposit of securi-ties into your trust is shown in the “Notes toPortfolio” section for your trust.

TTAAXXEESS——RREEGGUULLAATTEEDD IINNVVEESSTTMMEENNTT CCOOMMPPAANNIIEESS

This section summarizes some of the mainU.S. federal income tax consequences of owningunits of your trust if your trust intends to qualifyas a “regulated investment company” under feder-al tax laws. The tax structure of your trust is setforth under “Essential Information—TaxStructure” in the “Investment Summary” sectionfor your trust in this prospectus.

This section is current as of the date of thisprospectus. Tax laws and interpretations changefrequently, and these summaries do not describeall of the tax consequences to all taxpayers. Forexample, these summaries generally do notdescribe your situation if you are a corporation, anon-U.S. person, a broker/dealer, or other


investor with special circumstances. In addition,this section does not describe your state, local orforeign tax consequences.

This federal income tax summary is based inpart on the advice of counsel to the sponsor. TheInternal Revenue Service could disagree with anyconclusions set forth in this section. In addition,our counsel was not asked to review, and has notreached a conclusion with respect to the federalincome tax treatment of the assets to be depositedin your trust. This may not be sufficient for youto use for the purpose of avoiding penalties underfederal tax law.

As with any investment, you should seekadvice based on your individual circumstancesfrom your own tax advisor.

TTrruusstt SSttaattuuss.. Your trust intends to qualify asa “regulated investment company” under the fed-eral tax laws. If your trust qualifies as a regulatedinvestment company and distributes its income asrequired by the tax law, your trust generally willnot pay federal income taxes. If your trust investsin a partnership, an adverse federal income taxaudit of that partnership could result in the trustbeing required to pay federal income tax or pay adeficiency dividend (without having receivedadditional cash).

DDiissttrriibbuuttiioonnss.. Trust distributions are general-ly taxable. After the end of each year, you willreceive a tax statement that separates your trust’sdistributions into three categories, ordinaryincome distributions, capital gain dividends andreturn of capital. Ordinary income distributionsare generally taxed at your ordinary tax rate, how-ever, as further discussed below, certain ordinaryincome distributions received from your trustmay be taxed at the capital gains tax rates.Generally, you will treat all capital gain dividends

as long-term capital gains regardless of how longyou have owned your units. To determine youractual tax liability for your capital gain dividends,you must calculate your total net capital gain orloss for the tax year after considering all of yourother taxable transactions, as described below. Inaddition, your trust may make distributions thatrepresent a return of capital for tax purposes andthus will generally not be taxable to you. Areturn of capital, although not initially taxable toyou, will result in a reduction in the basis in yourunits and subsequently result in higher levels oftaxable capital gains in the future. In addition, ifthe non-dividend distribution exceeds your basisin your units, you will have long-term or short-term gain depending upon your holding period.The tax status of your distributions from yourtrust is not affected by whether you reinvest yourdistributions in additional units or receive themin cash. The income from your trust that youmust take into account for federal income taxpurposes is not reduced by amounts used to pay adeferred sales fee, if any. The tax laws mayrequire you to treat distributions made to you inJanuary as if you had received them on December31 of the previous year. Income from your trustmay also be subject to a 3.8 percent “medicaretax.” This tax generally applies to your net invest-ment income if your adjusted gross incomeexceeds certain threshold amounts, which are$250,000 in the case of married couples filingjoint returns and $200,000 in the case of singleindividuals.

DDiivviiddeennddss RReecceeiivveedd DDeedduuccttiioonn.. A corporationthat owns units generally will not be entitled tothe dividends received deduction with respect tomany dividends received from your trust becausethe dividends received deduction is generally notavailable for distributions from regulated invest-ment companies. However, certain ordinaryincome dividends on units that are attributable to


qualifying dividends received by your trust fromcertain corporations may be reported by thetrust as being eligible for the dividends receiveddeduction.

SSaallee oorr RReeddeemmppttiioonn ooff UUnniittss.. If you sell orredeem your units, you will generally recognize ataxable gain or loss. To determine the amount ofthis gain or loss, you must subtract your tax basisin your units from the amount you receive in thetransaction. Your tax basis in your units is gener-ally equal to the cost of your units, generallyincluding sales charges. In some cases, however,you may have to adjust your tax basis after youpurchase your units.

CCaappiittaall GGaaiinnss aanndd LLoosssseess aanndd CCeerrttaaiinn OOrrddiinnaarryyIInnccoommee DDiivviiddeennddss.. If you are an individual, themaximum marginal stated federal tax rate for netcapital gain is generally 20% for taxpayers in the39.6% tax bracket, 15% for taxpayers in the25%, 28%, 33% and 35% tax brackets and 0%for taxpayers in the 10% and 15% tax brackets.Some portion of your capital gain dividends maybe subject to higher maximum marginal statedfederal income tax rates. Some portion of yourcapital gain dividends may be attributable to thetrust’s interest in a master limited partnershipwhich may be subject to a maximum marginalstated federal income tax rate of 28%, rather thanthe rates set forth above. In addition, capital gainreceived from assets held for more than one yearthat is considered “unrecaptured section 1250gain” (which may be the case, for example, withsome capital gains attributable to equity interestsin real estate investment trusts that constituteinterests in entities treated as real estate invest-ment trusts for federal income tax purposes) istaxed at a maximum stated tax rate of 25%. Inthe case of capital gain dividends, the determina-tion of which portion of the capital gain divi-dend, if any, is subject to the 28% tax rate or the

25% tax rate, will be made based on rules pre-scribed by the United States Treasury. Capitalgains may also be subject to the “medicare tax”described above.

Net capital gain equals net long-term capitalgain minus net short-term capital loss for the tax-able year. Capital gain or loss is long-term if theholding period for the asset is more than one yearand is short-term if the holding period for theasset is one year or less. You must exclude thedate you purchase your units to determine yourholding period. However, if you receive a capitalgain dividend from your trust and sell your unitat a loss after holding it for six months or less, theloss will be recharacterized as long-term capitalloss to the extent of the capital gain dividendreceived. The tax rates for capital gains realizedfrom assets held for one year or less are generallythe same as for ordinary income. The InternalRevenue Code treats certain capital gains as ordi-nary income in special situations.

Ordinary income dividends received by anindividual unitholder from a regulated investmentcompany such as your trust are generally taxed atthe same rates that apply to net capital gain (asdiscussed above), provided certain holding periodrequirements are satisfied and provided the divi-dends are attributable to qualifying dividendsreceived by your trust itself. Distributions withrespect to shares in real estate investment trustsare qualifying dividends only in limited circum-stances. Your trust will provide notice to itsunitholders of the amount of any distributionwhich may be taken into account as a dividendwhich is eligible for the capital gains tax rates.

IInn--KKiinndd DDiissttrriibbuuttiioonnss.. Under certain cir-cumstances, as described in this prospectus, youmay receive an in-kind distribution of trust secu-rities when you redeem units or when your trust


terminates. This distribution will be treated as asale for federal income tax purposes and you willgenerally recognize gain or loss, generally basedon the value at that time of the securities and theamount of cash received. The Internal RevenueService could however assert that a loss could notbe currently deducted.

RRoolllloovveerrss aanndd EExxcchhaannggeess.. If you elect to haveyour proceeds from your trust rolled over into afuture trust, the exchange would generally be con-sidered a sale for federal income tax purposes.

DDeedduuccttiibbiilliittyy ooff TTrruusstt EExxppeennsseess.. Expensesincurred and deducted by your trust will generallynot be treated as income taxable to you. In somecases, however, you may be required to treat yourportion of these trust expenses as income. Inthese cases you may be able to take a deductionfor these expenses. However, certain miscella-neous itemized deductions, such as investmentexpenses, may be deducted by individuals only tothe extent that all of these deductions exceed 2%of the individual’s adjusted gross income. Someindividuals may also be subject to further limita-tions on the amount of their itemized deductions,depending on their income.

FFoorreeiiggnn TTaaxx CCrreeddiitt.. If your trust invests inany foreign securities, the tax statement that youreceive may include an item showing foreign taxesyour trust paid to other countries. In this case,dividends taxed to you will include your share ofthe taxes your trust paid to other countries. Youmay be able to deduct or receive a tax credit foryour share of these taxes.

IInnvveessttmmeennttss iinn CCeerrttaaiinn FFoorreeiiggnn CCoorrppoorraattiioonnss.. Ifyour trust holds an equity interest in any “passiveforeign investment companies” (“PFICs”), whichare generally certain foreign corporations thatreceive at least 75% of their annual gross income

from passive sources (such as interest, dividends,certain rents and royalties or capital gains) or thathold at least 50% of their assets in investmentsproducing such passive income, the trust could besubject to U.S. federal income tax and additionalinterest charges on gains and certain distributionswith respect to those equity interests, even if all theincome or gain is timely distributed to itsunitholders. Your trust will not be able to passthrough to its unitholders any credit or deductionfor such taxes. Your trust may be able to make anelection that could ameliorate these adverse taxconsequences. In this case, your trust would recog-nize as ordinary income any increase in the value ofsuch PFIC shares, and as ordinary loss any decreasein such value to the extent it did not exceed priorincreases included in income. Under this election,your trust might be required to recognize in a yearincome in excess of its distributions from PFICsand its proceeds from dispositions of PFIC stockduring that year, and such income would neverthe-less be subject to the distribution requirement andwould be taken into account for purposes of the4% excise tax. Dividends paid by PFICs are nottreated as qualified dividend income.

FFoorreeiiggnn IInnvveessttoorrss.. If you are a foreign investor(i.e., an investor other than a U.S. citizen or resi-dent or a U.S. corporation, partnership, estate ortrust), you should be aware that, generally, subjectto applicable tax treaties, distributions from yourtrust will be characterized as dividends for federalincome tax purposes (other than dividends whichyour trust properly reports as capital gain divi-dends) and will be subject to U.S. income taxes,including withholding taxes, subject to certainexceptions described below. However, distribu-tions received by a foreign investor from your trustthat are properly reported by your trust as capitalgain dividends may not be subject to U.S. federalincome taxes, including withholding taxes, pro-vided that your trust makes certain elections and


certain other conditions are met. Distributionsfrom your trust that are properly reported by thetrust as an interest-related dividend attributable tocertain interest income received by the trust or as ashort-term capital gain dividend attributable tocertain net short-term capital gain income receivedby the trust may not be subject to U.S. federalincome taxes, including withholding taxes whenreceived by certain foreign investors, provided thatthe trust makes certain elections and certain otherconditions are met. In addition, distributions inrespect of units may be subject to a U.S. withhold-ing tax of 30% in the case of distributions to (i)certain non-U.S. financial institutions that havenot entered into an agreement with the U.S.Treasury to collect and disclose certain informa-tion and are not resident in a jurisdiction that hasentered into such an agreement with the U.S.Treasury and (ii) certain other non-U.S. entitiesthat do not provide certain certifications andinformation about the entity’s U.S. owners.Dispositions of units by such persons may be sub-ject to such withholding after December 31, 2018.You should also consult your tax advisor withrespect to other U.S. tax withholding and report-ing requirements.

TTAAXXEESS——GGRRAANNTTOORR TTRRUUSSTTSS

This section summarizes some of the mainU.S. federal income tax consequences of owningunits of your trust if your trust is structured as agrantor trust under the federal tax laws. The taxstructure of your trust is set forth under “EssentialInformation—Tax Structure” in the “InvestmentSummary” section for your trust in this prospectus.

This section is current as of the date of thisprospectus. Tax laws and interpretations changefrequently, and these summaries do not describeall of the tax consequences to all taxpayers. Forexample, these summaries generally do not

describe your situation if you are a corporation, anon-U.S. person, a broker/dealer, or otherinvestor with special circumstances. In addition,this section does not describe your state, local orforeign tax consequences.

This federal income tax summary is based inpart on the advice and opinion of counsel to thesponsor. The Internal Revenue Service could dis-agree with any conclusions set forth in this sec-tion. In addition, our counsel was not asked toreview, and has not reached a conclusion withrespect to the federal income tax treatment of theassets to be deposited in your trust. This may notbe sufficient for you to use for the purpose ofavoiding penalties under federal tax law.

As with any investment, you should seekadvice based on your individual circumstancesfrom your own tax advisor.

AAsssseettss ooff tthhee TTrruusstt.. Your trust is expected tohold one or more of the following: (i) shares ofstock in corporations (the “Stocks”) that are treat-ed as equity for federal income tax purposes, (ii)equity interests (the “REIT Shares”) in real estateinvestment trusts (“REITs”) that constitute inter-ests in entities treated as real estate investmenttrusts for federal income tax purposes, and (iii)shares (the “RIC Shares”) in funds qualifying asregulated investment companies (“RICs”) that aretreated as interests in regulated investment com-panies for federal income tax purposes.

It is possible that your trust will also holdother assets, including assets that are treated dif-ferently for federal income tax purposes fromthose described above, in which case you will havefederal income tax consequences different from orin addition to those described in this section. Allof the assets held by your trust constitute the“Trust Assets.” Neither our counsel nor we have


analyzed the proper federal income tax treatmentof the Trust Assets and thus neither our counselnor we have reached a conclusion regarding thefederal income tax treatment of the Trust Assets.

TTrruusstt SSttaattuuss.. The trust is considered a grantortrust under federal income tax laws. In grantortrusts, investors are deemed for federal income taxpurposes, to own the underlying assets of the trustdirectly. All taxability issues are taken intoaccount at the unit owner level. Income passesthrough to unit owners as realized by the trust.

Income is reported gross of expenses.Expenses are separately reported based on a per-centage of distributions. Generally, the cashreceived by unit owners is the net of income andexpenses reported.

The grantor trust structure is a widely heldfixed investment trust (“WHFIT”), and fallsunder what is commonly referred to as theWHFIT regulations.

If your trust is at all times operated in accor-dance with the documents establishing your trustand certain requirements of federal income tax laware met, your trust will not be taxed as a corpora-tion for federal income tax purposes. As a unitowner, you will be treated as the owner of a prorata portion of each of the Trust Assets, and assuch you will be considered to have received a prorata share of income (e.g., dividends and capitalgains, if any) from each Trust Asset when suchincome would be considered to be received by youif you directly owned the Trust Assets. This is trueeven if you elect to have your distributions rein-vested into additional units. In addition, theincome from Trust Assets that you must take intoaccount for federal income tax purposes is notreduced by amounts used to pay sales charges ortrust expenses. Income from the trust may also be

subject to a 3.8 percent “medicare tax.” This taxgenerally applies to your net investment income ifyour adjusted gross income exceeds certain thresh-old amounts, which are $250,000 in the case ofmarried couples filing joint returns and $200,000in the case of single individuals. Interest that isexcluded from gross income, including exempt-interest dividends from any RIC Shares held bythe trust, are generally not included in your netinvestment income for purposes of this tax.

YYoouurr TTaaxx BBaassiiss aanndd IInnccoommee oorr LLoossss uuppoonnDDiissppoossiittiioonn.. If your trust disposes of Trust Assets,you will generally recognize gain or loss. If youdispose of your units or redeem your units forcash, you will also generally recognize gain or loss.To determine the amount of this gain or loss, youmust subtract your tax basis in the related TrustAssets from your share of the total amountreceived in the transaction. You can generallydetermine your initial tax basis in each Trust Assetby apportioning the cost of your units, includingsales charges, among the Trust Assets ratablyaccording to their values on the date you acquireyour units. In certain circumstances, however, youmay have to adjust your tax basis after you acquireyour units (for example, in the case of certain divi-dends that exceed a corporation’s accumulatedearnings and profits, or in the case of certain dis-tributions with respect to any REIT Shares thatrepresent a return of capital, as discussed below).

If you are an individual, the maximum mar-ginal stated federal tax rate for net capital gain isgenerally 20% for taxpayers in the 39.6% taxbracket, 15% for taxpayers in the 25%, 28%, 33%and 35% tax brackets and 0% for taxpayers in the10% and 15% tax brackets. Note that some por-tion of any capital gain dividends you receivemight be attributable to a RIC’s interest in a mas-ter limited partnership which may be subject to amaximum marginal stated federal income tax rate


of 28%, rather than the rates set forth above. Inaddition, capital gain received from assets held formore than one year that is considered “unrecap-tured section 1250 gain” (which may be the case,for example, with some capital gains attributable toequity interests in real estate investment trusts thatconstitute interests in entities treated as real estateinvestment trusts for federal income tax purposes)is taxed at a maximum stated tax rate of 25%. Inthe case of capital gain dividends, the determina-tion of which portion of the capital gain dividend,if any, is subject to the 28% tax rate or the 25%tax rate, will be made based on rules prescribed bythe United States Treasury. Capital gains may alsobe subject to the “medicare tax” described above.

Net capital gain equals net long-term capitalgain minus net short-term capital loss for the tax-able year. Capital gain or loss is long-term if theholding period for the asset is more than one yearand is short-term if the holding period for theasset is one year or less. You must exclude the dateyou purchase your units to determine your hold-ing period. The tax rates for capital gains realizedfrom assets held for one year or less are generallythe same as for ordinary income. The InternalRevenue Code, however, treats certain capitalgains as ordinary income in special situations.

DDiivviiddeennddss ffrroomm SSttoocckkss.. Certain dividendsreceived with respect to the Stocks held by thetrust, if any, may qualify to be taxed at the samerates that apply to net capital gain (as discussedabove), provided certain holding period require-ments are satisfied.

DDiivviiddeennddss ffrroomm RRIICC SShhaarreess aanndd RREEIITT SShhaarreess..Some dividends on REIT Shares or RIC Shares, ifany, held by the trust, may be reported by theREIT or RIC as “capital gain dividends,” generallytaxable to you as long-term capital gains. Somedividends on RIC Shares may qualify as “exempt-

interest dividends,” which generally are excludedfrom your gross income for federal income tax pur-poses. Some or all of the exempt-interest divi-dends, however may be taken into account indetermining your alternative minimum tax, andmay have other tax consequences (e.g., they mayaffect the amount of your social security benefitsthat are taxed). Other dividends on the REITShares or the RIC Shares will generally be taxableto you as ordinary income. Certain ordinaryincome dividends from a RIC may qualify to betaxed at the same rates that apply to net capitalgain (as discussed above), provided certain holdingperiod requirements are satisfied and provided thedividends are attributable to qualifying dividendsreceived by the RIC itself. Regulated investmentcompanies are required to provide notice to theirshareholders of the amount of any distribution thatmay be taken into account as a dividend that is eli-gible for the capital gains tax rates. In limited cir-cumstances, some of the ordinary income divi-dends from a REIT may also qualify to be taxed atthe same rates that apply to net capital gains. Ifyou hold a unit for six months or less or if yourtrust holds a RIC Share or REIT Share for sixmonths or less, any loss incurred by you related tothe disposition of such RIC Share or REIT Sharewill be disallowed to the extent of the exempt-interest dividends you received. To the extent, ifany, it is not disallowed, it will be treated as a long-term capital loss to the extent of any long-termcapital gain distributions received (or deemed tohave been received) with respect to such RIC Shareor REIT Share. Distributions of income or capitalgains declared on the REIT Shares or the RICShares in October, November or December will bedeemed to have been paid to you on December 31of the year they are declared, even when paid bythe REIT or the RIC during the following January.

DDiivviiddeennddss RReecceeiivveedd DDeedduuccttiioonn.. Generally, adomestic corporation owning units in a trust


may be eligible for the dividends received deduc-tion with respect to such unit owner’s pro rataportion of certain types of dividends received bythe trust. However, a corporation generally willnot be entitled to the dividends received deduc-tion with respect to dividends from most foreigncorporations or from REITs or RICs. However,certain dividends on RIC Shares that are attribut-able to dividends received by the RIC itself fromcertain domestic corporations may be reported bythe RIC as being eligible for the dividendsreceived deduction.

IInn--KKiinndd DDiissttrriibbuuttiioonnss.. Under certain circum-stances as described in this prospectus, you mayrequest an In-Kind Distribution of Trust Assetswhen you redeem your units or at your trust’s ter-mination. By electing to receive an In-KindDistribution, you will receive Trust Assets plus,possibly, cash. You will not recognize gain or lossif you only receive whole Trust Assets in exchangefor the identical amount of your pro rata portionof the same Trust Assets held by your trust.However, if you also receive cash in exchange fora Trust Asset or a fractional portion of a TrustAsset, you will generally recognize gain or lossbased on the difference between the amount ofcash you receive and your tax basis in such TrustAsset or fractional portion.

RRoolllloovveerrss aanndd EExxcchhaannggeess.. If you elect to haveyour proceeds from your trust rolled over into afuture trust, it is considered a sale for federalincome tax purposes and any gain on the salewill be treated as a capital gain, and any losswill be treated as a capital loss. However, anyloss you incur in connection with the exchangeof your units of your trust for units of the nextseries will generally be disallowed with respectto this deemed sale and subsequent deemedrepurchase, to the extent the two trusts havesubstantially identical Trust Assets under the

wash sale provisions of the Internal RevenueCode.

LLiimmiittaattiioonnss oonn tthhee DDeedduuccttiibbiilliittyy ooff TTrruussttEExxppeennsseess.. Generally, for federal income tax purpos-es, you must take into account your full pro ratashare of your trust’s income, even if some of thatincome is used to pay trust expenses. You maydeduct your pro rata share of each expense paid byyour trust to the same extent as if you directly paidthe expense. You may be required to treat some orall of the expenses of your trust as miscellaneousitemized deductions. Individuals may only deductcertain miscellaneous itemized deductions to theextent they exceed 2% of adjusted gross income.Some individuals may also be subject to furtherlimitations on the amount of their itemized deduc-tions, depending on their income.

If any of the RICs pay exempt-interest divi-dends, which are treated as tax-exempt interest forfederal income tax purposes, you will not be ableto deduct some of your share of the trust expens-es. In addition, you will not be able to deductsome of your interest expense for debt that youincur or continue to purchase or carry your units.

FFoorreeiiggnn IInnvveessttoorrss,, TTaaxxeess aanndd IInnvveessttmmeennttss..Distributions by your trust that are treated asU.S. source income (e.g., dividends received onStocks of domestic corporations) will generally besubject to U.S. income taxation and withholdingin the case of units held by nonresident alienindividuals, foreign corporations or other non-U.S. persons, subject to any applicable treaty. Ifyou are a foreign investor (i.e., an investor otherthan a U.S. citizen or resident or a U.S. corpora-tion, partnership, estate or trust), you may not besubject to U.S. federal income taxes, includingwithholding taxes, on some or all of the incomefrom your trust or on any gain from the sale orredemption of your units, provided that certain


conditions are met. You should consult your taxadvisor with respect to the conditions you mustmeet in order to be exempt for U.S. tax purposes.Distributions in respect of units may be subject toa U.S. withholding tax of 30% in the case of dis-tributions to (i) certain non-U.S. financial institu-tions that have not entered into an agreementwith the U.S. Treasury to collect and disclose cer-tain information and are not resident in a juris-diction that has entered into such an agreementwith the U.S. Treasury and (ii) certain other non-U.S. entities that do not provide certain certifica-tions and information about the entity’s U.S.owners. Dispositions of units by such personsmay be subject to such withholding afterDecember 31, 2018. You should also consultyour tax advisor with respect to other U.S. taxwithholding and reporting requirements.

Some distributions by your trust may be sub-ject to foreign withholding taxes. Any incomewithheld will still be treated as income to you.Under the grantor trust rules, you are consideredto have paid directly your share of any foreigntaxes that are paid. Therefore, for U.S. tax pur-poses, you may be entitled to a foreign tax creditor deduction for those foreign taxes.

Under certain circumstances, a RIC may electto pass through to its shareholders certain foreigntaxes paid by the RIC. If a RIC makes this elec-tion with respect to RIC Shares, you must includein your income for federal income tax purposesyour portion of such taxes and you may be enti-tled to a credit or deduction for such taxes.

If any U.S. investor is treated as owningdirectly or indirectly 10 percent or more of thecombined voting power of the stock of a foreigncorporation, and all U.S. shareholders of that cor-poration collectively own more than 50 percent ofthe vote or value of the stock of that corporation,

the foreign corporation may be treated as a con-trolled foreign corporation (CFC). If you own 10percent or more of a CFC (through your trustand in combination with your other investments)or possibly if your trust owns 10 percent or moreof a CFC, you will be required to include certaintypes of the CFC’s income in your taxable incomefor federal income tax purposes whether or notsuch income is distributed to your trust or to you.

A foreign corporation will generally be treatedas a passive foreign investment company (“PFIC”)if 75 percent or more of its income is passiveincome or if 50 percent or more of its assets areheld to produce passive income. If your trust pur-chases shares in a PFIC, you may be subject toU.S. federal income tax on a portion of certaindistributions or on gains from the disposition ofsuch shares at rates that were applicable in prioryears and any gain may be recharacterized as ordi-nary income that is not eligible for the lower netcapital gains tax rate. Additional charges in thenature of interest may also be imposed on you.Certain elections may be available with respect toPFICs that would limit these consequences.However, these elections would require you toinclude certain income of the PFIC in your tax-able income even if not distributed to the trust orto you, or require you to annually recognize asordinary income any increase in the value of theshares of the PFIC, thus requiring you to recog-nize income for federal income tax purposes inexcess of your actual distributions from PFICs andproceeds from dispositions of PFIC stock during aparticular year. Dividends paid by PFICs are noteligible to be taxed at the net capital gains tax rate.

NNeeww YYoorrkk TTaaxx SSttaattuuss.. Under the existingincome tax laws of the State and City of New York,your trust will not be taxed as a corporation subjectto the New York state franchise tax or the New YorkCity general corporation tax. You should consult


your tax advisor regarding potential foreign, stateor local taxation with respect to your units.

EEXXPPEENNSSEESS

Your trust will pay various expenses to con-duct its operations. The “Fees and Expenses”section for each trust in this prospectus shows theestimated amount of these expenses.

The sponsor will receive a fee from your trustfor creating and developing the trust, includingdetermining the trust’s objectives, policies, compo-sition and size, selecting service providers andinformation services and for providing other simi-lar administrative and ministerial functions. This“creation and development fee” is a charge of $0.05per unit. The trustee will deduct this amount fromyour trust’s assets as of the close of the initial offer-ing period. No portion of this fee is applied to thepayment of distribution expenses or as compensa-tion for sales efforts. This fee will not be deductedfrom proceeds received upon a repurchase, redemp-tion or exchange of units before the close of theinitial public offering period.

Your trust will pay a fee to the trustee for itsservices. The trustee also benefits when it holdscash for your trust in non-interest bearing accounts.Your trust will reimburse us as supervisor, evaluatorand sponsor for providing portfolio supervisoryservices, for evaluating your portfolio and for pro-viding bookkeeping and administrative services.Our reimbursements may exceed the costs of theservices we provide to your trust but will not exceedthe costs of services provided to all of our unitinvestment trusts in any calendar year. All of thesefees may adjust for inflation without your approval.

Your trust will also pay its general operatingexpenses. Your trust may pay expenses such astrustee expenses (including legal and auditing

expenses), various governmental charges, fees forextraordinary trustee services, costs of takingaction to protect your trust, costs of indemnify-ing the trustee and the sponsor, legal fees andexpenses, expenses incurred in contacting youand any applicable license fee for the use of cer-tain service marks, trademarks and/or tradenames. Your trust may pay the costs of updatingits registration statement each year. The trusteewill generally pay trust expenses from distribu-tions received on the securities but in some casesmay sell securities to pay trust expenses.

EEXXPPEERRTTSS

LLeeggaall MMaatttteerrss.. Chapman and Cutler LLP actsas counsel for your trust and has given an opinionthat the units are validly issued. Dorsey &Whitney LLP acts as counsel for the trustee.

IInnddeeppeennddeenntt RReeggiisstteerreedd PPuubblliicc AAccccoouunnttiinnggFFiirrmm.. Grant Thornton LLP, independent regis-tered public accounting firm, audited the state-ments of financial condition and the portfoliosincluded in this prospectus.

AADDDDIITTIIOONNAALL IINNFFOORRMMAATTIIOONN

This prospectus does not contain all theinformation in the registration statement thatyour trust filed with the Securities and ExchangeCommission. The Information Supplement,which was filed with the Securities and ExchangeCommission, includes more detailed informationabout the securities in your portfolio, investmentrisks and general information about your trust.You can obtain the Information Supplement bycontacting us or the Securities and ExchangeCommission as indicated on the back cover ofthis prospectus. This prospectus incorporates theInformation Supplement by reference (it is legallyconsidered part of this prospectus).


RReeppoorrtt ooff IInnddeeppeennddeenntt RReeggiisstteerreedd PPuubblliicc AAccccoouunnttiinngg FFiirrmm

UUnniitthhoollddeerrssAAddvviissoorrss DDiisscciipplliinneedd TTrruusstt 11776655

We have audited the accompanying statements of financial condition, including the trust portfolios on pages 4, 5 and 9 of AdvisorsDisciplined Trust 1765, as of January 25, 2017, the initial date of deposit. The statements of financial condition are the responsibility of thetrusts’ 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 auditing standards of the Public Company Accounting Oversight Board (United States). Thosestandards require that we plan and perform the audits to obtain reasonable assurance about whether the statements of financial condition arefree of material misstatement. We were not engaged to perform audits of the trusts’ internal control over financial reporting. Our auditsincluded consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in thecircumstances, 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 disclosuresin the statements of financial condition, assessing the accounting principles used and significant estimates made by the sponsor, as well asevaluating 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 ofJanuary 25, 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 AdvisorsDisciplined Trust 1765 as of January 25, 2017, in conformity with accounting principles generally accepted in the United States of America.

Chicago, Illinois GRANT THORNTON LLPJanuary 25, 2017

Advisors Disciplined Trust 1765 Financial UbiquitousOpportunities Strategy

Statements of Financial Condition as of January 25, 2017 Portfolio Portfolio

IInnvveessttmmeenntt iinn sseeccuurriittiieessContracts to purchase underlying securities (1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . $ 148,162 $ 147,964

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 148,162 $ 147,964

LLiiaabbiilliittiieess aanndd iinntteerreesstt ooff iinnvveessttoorrssLiabilities:

Organization costs (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 733 $ 732Deferred sales fee (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,667 3,662Creation and development fee (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 748 747

5,148 5,141Interest of investors:

Cost to investors (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149,660 149,460Less: initial sales fee (4)(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,498 1,496Less: deferred sales fee, creation and development fee

and organization costs (3)(4)(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,148 5,141Net interest of investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143,014 142,823Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 148,162 $ 147,964

Number of units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,966 14,946Net asset value per unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9.556 $ 9.556

(1) Aggregate cost of the securities is based on the closing sale price evaluations as determined by the evaluator.(2) Cash or an irrevocable letter of credit has been deposited with the trustee covering the funds (aggregating $400,000 with $200,000 allocated to each

trust) necessary for the purchase of securities in the trusts 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 $0.049 per unit for each trust. A distribution will be made as of the earlier of the close of the initial offeringperiod or six months following the trust’s inception date to an account maintained by the trustee from which this obligation of the investors willbe satisfied. To the extent the actual organization costs are greater than the estimated amount, only the estimated organization costs added tothe public offering price will be reimbursed to the sponsor and deducted from the assets of the trust.

(4) The total sales fee consists of an initial sales fee, a deferred sales fee and a creation and development fee. The initial sales fee is equal to thedifference between the maximum sales fee and the sum of the remaining deferred sales fee and the total creation and development fee. Themaximum sales fee is 3.95% of the public offering price per unit. The deferred sales fee is equal to $0.245 per unit and the creation anddevelopment fee is equal to $0.05 per unit.

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


ContentsInvestment Summary

A concise description 2 Financial Opportunitiesof essential information Portfolioabout the portfolio

6 Ubiquitous Strategy Portfolio

Understanding Your Investment

Detailed information to 10 How to Buy Unitshelp you understand 13 How to Sell Your Unitsyour investment 16 Distributions

17 Investment Risks22 How the Trust Works26 Taxes—Regulated Investment

Companies30 Taxes—Grantor Trusts35 Expenses35 Experts35 Additional Information36 Report of Independent Registered

Public Accounting Firm36 Statements of Financial Condition

Where to Learn More

You can contact us for Visit us on the Internetfree information about http://www.AAMlive.comthis and other investments, Call Advisors Assetincluding the Information Management, Inc.Supplement (877) 858-1773

Call The Bank of New York Mellon(800) 848-6468

Additional Information

This prospectus does not contain all information filed with theSecurities and Exchange Commission. To obtain or copy this infor-mation including the Information Supplement (a duplication fee maybe required):

E-mail: [email protected]: Public Reference Section

Washington, D.C. 20549Visit: http://www.sec.gov

(EDGAR Database)Call: 1-202-551-8090

(only for information on the operation of thePublic Reference Section)

Refer to:Advisors Disciplined Trust 1765Securities Act file number: 333-214985Investment Company Act file number: 811-21056

FINANCIAL OPPORTUNITIES

PORTFOLIO,SERIES 2017-1

UBIQUITOUS STRATEGY

PORTFOLIO,SERIES 2017-1

PROSPECTUS

JANUARY 25, 2017

financial opportunities portfolio, ubiquitous strategy ... · who should invest you should consider...

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