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As filed with the Securities and Exchange Commission\non November 4, 2026

1933 Act File No. 333-299047

1940 Act File No. 811-03763

Securities and Exchange Commission

Washington, D.C. 20549
\n
\n

Amendment No. 1
\nto

Form S-6

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

Exact name of Trust: Guggenheim Defined Portfolios, Series 2638

Name of Depositor: Guggenheim Funds Distributors, LLC

Complete address of Depositor’s principal executive offices:

227 West Monroe Street

Chicago, Illinois 60606

Name and complete address of agents for service:

Guggenheim\nFunds Distributors, LLC

Attention: Amy Lee, Esq.

Vice President and Secretary

227 West Monroe Street

Chicago, Illinois 60606

Chapman\nand Cutler LLP

Attention: Eric F. Fess, Esq.

320 South Canal Street, 27th Floor

Chicago, Illinois 60606

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

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

( )	immediately upon filing pursuant to paragraph (b)
( )	on (date) pursuant to paragraph (b)
( )	60 days after filing pursuant to paragraph (a)(1)
( )	on (date) pursuant to paragraph (a)(1) of rule 485
E.	Title of securities being registered: Units of fractional undivided beneficial interest.
F.	Approximate date of proposed sale to the public: As soon as practicable after the effective date of the Registration Statement.
(X)	Check box if it is proposed that this filing will become effective on November 4, 2026 upon filing pursuant to Rule 487.

Guggenheim Defined Portfolios, Series\n2638

Diversified Income Wave Portfolio, Series\n104

National Municipal Portfolio of CEFs,\nSeries 74

US Low Volatility Strategy Portfolio,\nSeries 57

$\"\"$

PROSPECTUS PART A DATED NOVEMBER 4,\n2026

Portfolios containing securities selected\nby Guggenheim Funds
\nDistributors, LLC and, for US Low Volatility Strategy
\nPortfolio, Series 57, with the assistance of Guggenheim
\nPartners Investment Management, LLC

An investment can be made in the underlying\nclosed-end funds held by the
\nDiversified Income Wave Portfolio, Series 104, and National Municipal
\nPortfolio of CEFs, Series 74, directly rather than through the trusts.
\nThese direct investments can be made without paying the sales charge,
\noperating expenses and organizational costs of the trusts.

The Securities and Exchange Commission has\nnot approved or disapproved of these
\nsecurities or passed upon the adequacy or accuracy of this prospectus.
\nAny representation to the contrary is a criminal offense.

INVESTMENT SUMMARY

Overview

Guggenheim Defined Portfolios, Series\n2638 is a unit investment trust that consists of the Diversified Income Wave Portfolio, Series 104 (the “Diversified Income\nWave Trust”), the National Municipal Portfolio of CEFs, Series 74 (the “National Municipal Trust”), and\nthe US Low Volatility Strategy Portfolio, Series 57 (the “US Low Volatility Trust”) (collectively referred to as the\n“trusts” and individually referred to as a “trust”). Guggenheim Funds Distributors, LLC (“Guggenheim\nFunds” or the “sponsor”) serves as the sponsor of the trusts.

The Diversified Income Wave Trust and the\nUS Low Volatility Trust are scheduled to terminate in approximately 15 months and the National Municipal Trust is scheduled to terminate\nin approximately two years.

DIVERSIFIED INCOME WAVE\nPORTFOLIO, SERIES 104

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

Investment Objective

The Diversified Income Wave Trust seeks to\nprovide current income and the potential for capital appreciation by investing in common shares of closed-end investment companies (“Closed-End\nFunds”).

Principal Investment Strategy

The trust invests in a diversified portfolio\nof Closed-End Funds containing securities of different asset classes. These asset classes may include, but are not limited to:

•

high-yield or “junk” bonds;

•

convertible bonds;

•

preferred securities;

•

real estate investment trusts (“REITs”);

•

corporate bonds;

•

government bonds;

•

international bonds; and

•

equities.

As of the date of deposit, the trust will\nhold a significant amount of its assets in Closed-End Funds that are principally invested in common stocks, U.S. securities, non-U.S.\nsecurities, fixed-income securities, senior loans, and high-yield securities.

Security Selection

The sponsor has selected Closed-End Funds\nfor the portfolio believed to have the best potential to achieve the trust’s investment objective. The Closed-End Funds’\nportfolios consist primarily of income-producing securities, including, but not limited to: high-yield or “junk” bonds, convertible\nbonds, preferred securities, REITs, corporate bonds, government bonds, international bonds and equities.

When selecting Closed-End Funds for inclusion\nin the portfolio the sponsor primarily considers current distribution rates and favors funds that have a history of paying a consistent\nand competitive dividend. The sponsor also

2 Investment Summary

considers secondary factors which include, but are not limited\nto:

•

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

•

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

•

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

•

Portfolio Diversification. The sponsor favors a trust of funds that are diversified across multiple sectors.

Future Trusts

The sponsor may create future trusts that\nfollow the same general investment strategy. One such trust is expected to be available approximately three months after the trust’s\ninitial date of deposit (the “Inception Date”) and upon the trust’s termination. Each trust is designed to be\npart of a longer term strategy.


Essential Information
(as of the Inception Date)

Inception\n Date	November\n 4, 2026
Unit\n Price	$10.00
Termination\n Date	February\n 2, 2028
Distribution\n Date	25th\n day of each month
(commencing\n November 25, 2026, if any)
Record\n Date	15th\n day of each month
(commencing\n November 15, 2026, if any)

CUSIP\n Numbers

Cash\n Distributions
Standard\n Accounts	40178V665
Fee\n Account Cash	40178V681

Reinvested\n Distributions
Standard\n Accounts	40178V673
Fee\n Account Reinvest	40178V699

Ticker	CFWANX

Portfolio\n Diversification

Security	Approximate
Type	Portfolio\n Percentage
Closed-End\n Funds	100.00%
Total	100.00%

Minimum Investment
All accounts	1 unit

Principal Risks

As with all investments, you may lose some\nor all of your investment in the trust. No assurance can be given that the trust’s investment objective will be achieved. The trust\nalso might not perform as well as you expect. This can happen for reasons such as these:

•

Investment Summary 3

the financial condition of the securities’ issuer\nor even perceptions of the issuer. Changes in legal, political, regulatory, tax and economic conditions may cause fluctuations in markets\nand securities prices, which could negatively impact the value of the trust. Additionally, events such as war, armed conflict, terrorism,\nnatural and environmental disasters, the spread of infectious illnesses or other public health emergencies, recessions, economic sanctions,\nbank failures and political turbulence may adversely affect the economy, various markets and issuers. For example, the ongoing adversarial\npolitical climate in the United States, as well as political and diplomatic events both domestic and abroad, have had and may continue\nto have an adverse impact on the U.S. regulatory landscape, international trade relations, policies, markets and investor behavior, which\ncould have a negative impact on the trust’s investments and operations. The economies of the United States and its trading partners,\nas well as the financial markets generally, may be adversely impacted by trade disputes, including the imposition of tariffs, and other\nmatters. Ongoing armed conflicts between Russia and Ukraine in Europe and among the United States, Israel, Iran, Hamas, Hezbollah and\nother militant groups in the Middle East, have caused and could continue to cause significant market disruptions and volatility within\nthe markets in Russia, Europe, the Middle East, the United States, and other nations. Such events may also disrupt global trade and supply\nchains, increase sanctions and other governmental actions, and contribute to volatility in oil and natural gas markets. Advancements\nin technology may also adversely impact markets and the overall performance of the trust. The complete economic impact of any such future\nevent may be difficult or impossible to predict. Units of the trust are not deposits of any bank and are not insured or guaranteed by\nthe Federal Deposit Insurance Corporation or any other government agency.

•

Investment strategy risk. The trust is exposed to additional\n risk due to its policy of investing in accordance with an investment strategy. Although the\n trust’s investment strategy is designed to achieve the trust’s investment objective,\n the strategy may not prove to be successful. The investment decisions may not produce the\n intended results and there is no guarantee that the investment objective will be achieved.

•

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

•

4 Investment Summary

market turmoil and as investors’ perceptions regarding\nClosed-End Funds or their underlying investments change. Closed-End Funds are not redeemable at the option of the shareholder and they\nmay trade in the market at a discount to their net asset value. If the trust has to sell a Closed-End Fund when it is trading at a discount,\nthe trust will receive a price that is less than the Closed-End Fund’s net asset value. Closed-End Funds may also employ the use\nof leverage which increases risk and volatility.

•

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

•

The value of the fixed-income securities in the Closed-End Funds will generally fall if interest rates, in general, rise. Typically,\nfixed-income securities with longer periods before maturity are more sensitive to interest rate changes. No one can predict whether interest\nrates will rise or fall in the future.

•

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

•

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

•

The financial condition of a Closed-End Fund or an issuer of securities held by a Closed-End Fund may worsen, resulting in a reduction\nin the value of your units. This may occur at any point in time, including during the primary offering period.

•

Certain Closed-End Funds held by the trust invest in fixed-income securities that are rated below investment-grade and are considered\nto be “junk” securities. Below investment-grade obligations are considered to be primarily speculative with respect to\nthe issuer’s ability to make principal and interest payments and may be more volatile than higher rated securities of similar

Investment Summary 5

maturity. Additionally, they are subject to greater market,\ncredit and liquidity risks than investment-grade securities. Accordingly, the risk of non-payment or default is higher than with investment-grade\nsecurities. In addition, such securities may be more sensitive to interest rate changes and more likely to receive early returns of principal\nin falling rate environments.

•

Certain Closed-End Funds held by the trust invest in foreign securities. Investment in foreign securities presents additional\nrisk. Foreign risk is the risk that foreign securities will be more volatile than U.S. securities due to such factors as adverse economic,\ncurrency, political, social or regulatory developments in a country, including government seizure of assets, excessive taxation, limitations\non the use or transfer of assets, the lack of liquidity or regulatory controls with respect to certain industries or differing legal and/or\naccounting standards.

•

Certain Closed-End Funds held by the trust includes securities whose value may be dependent on currency exchange rates. The\nU.S. dollar value of these securities may vary with fluctuations in foreign exchange rates. Most foreign currencies have fluctuated widely\nin value against the U.S. dollar for various economic and political reasons such as the activity level of large international commercial\nbanks, various central banks, speculators, hedge funds and other buyers and sellers of foreign currencies.

•

Certain Closed-End Funds held by the trust invest in common stocks. Common stocks represent a proportional share of ownership\nin a company. Common stock prices fluctuate for several reasons including changes in investors’ perceptions of the financial condition\nof an issuer, changes in the general condition of the relevant stock market, such as the market volatility recently exhibited, or when\npolitical or economic events affect the issuers. Common stock prices may also be particularly sensitive to rising interest rates, as the\ncost of capital rises and borrowing costs increase.

•

Certain Closed-End Funds held by the trust invest in senior\n loans. Borrowers under senior loans may default on their obligations to pay principal\n or interest when due. This non-payment would result in a reduction of income to the applicable\n Closed-End Fund, a reduction in the value of the senior loan experiencing non-payment and\n a decrease in the net asset value of the Closed-End Fund. Although senior loans in which\n the Closed-End Funds invest may be secured by specific collateral, there can be no assurance\n that liquidation of collateral would satisfy the borrower’s obligation in the event\n of non-payment of scheduled principal or interest or that such collateral could be readily\n liquidated.

Senior loans in which the Closed-End Funds invest:

—

generally\n are of below investment-grade or “junk” credit quality;

6 Investment Summary

—

may\n be unrated at the time of investment;

—

may\n be floating rate instruments in which the interest rate payable on the obligations fluctuates\n on a periodic basis based upon changes in the base lending rate;

—

generally\n are not registered with the Securities and Exchange Commission (“SEC”) or any\n state securities commission; and

—

generally\n are not listed on any securities exchange.

In addition, the amount of public information available\non senior loans generally is less extensive than that available for other types of assets. The senior loans in which the Closed-End Funds\ninvest generally are of below investment-grade or “junk” credit quality and therefore are speculative and are subject to\ngreater market, credit and liquidity risks than investment-grade securities. Furthermore, senior loans are generally illiquid. Transactions\nin senior loans may take longer than seven days to settle which could affect the underlying Closed-End Funds’ ability to manage\nthe liquidity of their portfolios.

Certain senior loans in which a Closed-End Fund may invest\nare subject to rates that are tied to an interest rate. Historically, many senior loans were tied to the London Interbank Offered Rate\n(“LIBOR”). Since June 30, 2023, LIBOR settings have ceased to be published on a representative basis. Certain replacement\nrates have been identified and other replacement rates could be adopted by market participants. It is not possible to predict the effect\nof any replacement rates. Any potential effects of the transition away from LIBOR on certain instruments in which a Closed-End Fund invests\ncan be difficult to ascertain, and they may vary depending on factors that include, but are not limited to: (i) existing fallback or\ntermination provisions in individual contracts and (ii) whether, how, and when industry participants develop and adopt new reference\nrates and fallbacks for both legacy and new products and instruments. Any effects of the transition away from LIBOR, as well as other\nunforeseen effects, could result in losses to a Closed-End Fund holding senior loans.

•

Certain Closed-End Funds held by the trust may invest in securities issued by small-capitalization and mid-capitalization companies.\nThese securities customarily involve more investment risk than securities of large-capitalization companies. Small-capitalization\nand mid-capitalization companies may have limited product lines, markets or financial resources and may be more vulnerable to adverse\ngeneral market or economic developments.

•

Investment Summary 7

incur regulatory penalties, reputational damage, additional\ncompliance costs associated with corrective measures and/or financial loss. In addition, cybersecurity breaches of the trust’s third-party\nservice providers, or issuers in which the trust invests, can also subject the trust to many of the same risks associated with direct\ncybersecurity breaches.

•

The trust is subject to risks arising from various operational factors and their service providers. Operational factors include,\nbut not limited to, human error, processing and communication errors, errors of the trust’s service providers, counterparties or\nother third-parties, failed or inadequate processes and technology or systems failures. Additionally, the trust may be subject to the\nrisk that a service provider may not be willing or able to perform their duties as required or contemplated by their agreements with the\ntrust. Although the trust seeks to reduce these operational risks through controls and procedures, there is no way to completely protect\nagainst such risks.

•

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

•

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

See “Investment Risks” in Part\nA of the prospectus and “Risk Factors” in Part B of the prospectus for additional information.

Who Should Invest

You should consider this investment if:

•

You want current income and asset class diversification;

•

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

•

The trust is part of a longer term investment strategy that may include investment in subsequent trusts, if available.

You should not consider this investment if:

•

You are unwilling to accept the risks involved with owning Closed-End Funds;

•

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

•

You are seeking capital preservation as a primary investment objective; or

•

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

Fees and Expenses

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

8 Investment Summary


	Percentage
	of Public
	Offering	Amount Per
Investor Fees	Price (4)	100 Units
Initial sales fee
paid on purchase (1)	0.00%	$ 0.00
Deferred sales fee (2)	1.35	13.50
Creation and
development fee (3)	0.50	5.00
Maximum sales fees
(including creation
and development fee)	1.85%	$18.50
Estimated organization costs
(amount per 100 units as a
percentage of the public
offering\n price)	0.2438%	$2.438

	Approximate
Annual Fund	% of Public
Operating	Offering	Amount Per
Expenses	Price (4)	100 Units
Trustee’s fee	0.1050%	$ 1.050
Sponsor’s supervisory fee	0.0300	0.300
Evaluator’s fee	0.0350	0.350
Bookkeeping and
administrative fee	0.0350	0.350
Estimated other trust
operating\n expenses (5)	0.0149	0.149
Estimated\n Closed-End
Fund\n expenses (6)	2.5519	25.519

Total	2.7718%	$27.718

(1)

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

(2)

The deferred sales charge is a fixed dollar amount equal to $0.135\n per unit and is deducted in monthly installments of $0.045 per unit on the last business\n day of March 2027 through May 2027. The percentage provided is based on a $10 per unit Public\n Offering Price as of the Inception Date and the percentage amount will vary over time. If\n the price you pay for your units exceeds $10 per unit, the deferred sales fee will be less\n than 1.35% of the Public Offering Price unit. If the price you pay for your units is less\n than $10 per unit, the deferred sales fee will exceed 1.35% of the Public Offering Price.\n If units are redeemed prior to the deferred sales fee period, the entire deferred sales fee\n will be collected. If you purchase units after the first deferred sales fee payment has been\n assessed, your maximum sales fee will consist of an initial sales fee and the amount of any\n remaining deferred sales fee payments.

(3)

The C&D Fee compensates the sponsor for creating and developing your trust. The actual C&D Fee is $0.050 per unit and is paid\nto the sponsor at the close of the initial offering period, which is expected to be approximately three months from the Inception Date.\nUnits purchased after the close of the initial offering period do not pay the C&D Fee. The percentages provided are based on a $10\nunit as of the Inception Date and the percentage amount will vary over time. If the unit price exceeds $10 per unit, the C&D Fee will\nbe less than 0.50% of the Public Offering Price; if the unit price is less than $10 per unit, the C&D Fee will exceed 0.50% of the\nPublic Offering Price. However, in no event will the maximum sales fee exceed 1.85% of a unitholder’s initial investment.

(4)

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

(5)

The estimated trust operating expenses are based upon an estimated trust size. Because certain of the operating expenses are fixed\namounts, if the trust does not reach such estimated size or falls below the estimated size over its life, the actual amount of the operating\nexpenses may exceed the amounts reflected. In some cases, the actual amount of the operating expenses may greatly exceed the amounts reflected.\nOther operating expenses do not include brokerage costs and other transactional fees.

(6)

Although not an actual trust operating expense, the trust, and therefore the unitholders of the trust, will indirectly bear similar\noperating expenses of the Closed-End Funds held by the trust in the estimated amount provided above. Estimated Closed-End Fund expenses\nare based upon the net asset value of the number of Closed-End Fund shares held by the trust per unit multiplied by the Annual Operating\nExpenses of the Closed-End Funds for the most recent fiscal year. Unitholders will therefore indirectly pay higher expenses than if the\nunderlying Closed-End Funds were held directly. Please note that the sponsor or an affiliate may be engaged as a service provider to certain\nClosed-End Funds held by your trust and therefore certain fees paid by your trust to such Closed-End Funds will be paid to the sponsor\nor an affiliate for its services to such Closed-End Funds.

Investment Summary 9

Example

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

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


1\n year	$\n 491
3\n years	1,470
5\n years	2,446
10\n years	4,874

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

See “Expenses of the Trust” in\nPart B of the prospectus for additional information.

10 Investment Summary

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


Trust Portfolio

Guggenheim\n Defined Portfolios, Series 2638
Diversified\n Income Wave Portfolio, Series 104
The\n Trust Portfolio as of the Inception Date, November 4, 2026

		Percentage
		of\n Aggregate	Initial	Per\n Share	Cost\n To
Ticker	Company\n Name (1)	Offer\n Price	Shares	Price	Portfolio\n (2)
	CLOSED-END\n FUNDS (100.00%)
FAX	Aberdeen\n Asia-Pacific Income Fund, Inc.	3.15%	369	$\n 12.8100	$\n 4,727
AEF	abrdn\n Emerging Markets ex China Fund, Inc.	2.50	466	8.0400	3,747
AGD	abrdn\n Global Dynamic Dividend Fund	3.15	422	11.1900	4,722
ASGI	abrdn\n Global Infrastructure Income Fund	3.15	226	20.9200	4,728
HQH	abrdn\n Healthcare Investors	3.15	222	21.2500	4,718
HQL	abrdn\n Life Sciences Investors	3.15	261	18.1200	4,729
AOD	abrdn\n Total Dynamic Dividend Fund	2.50	373	10.0500	3,749
AVK	Advent\n Convertible and Income Fund	3.15	440	10.7500	4,730
HYT	BlackRock\n Corporate High Yield Fund, Inc.	2.50	476	7.8800	3,751
DSU	BlackRock\n Debt Strategies Fund, Inc.	3.15	549	8.6000	4,721
FRA	BlackRock\n Floating Rate Income Strategies
	Fund,\n Inc.	3.15	465	10.1600	4,724
BGT	BlackRock\n Floating Rate Income Trust	3.15	476	9.9200	4,722
BLW	BlackRock\n Limited Duration Income Trust	2.50	322	11.6400	3,748
RA	Brookfield\n Real Assets Income Fund, Inc.	2.50	314	11.9400	3,749
CPZ	Calamos\n Long/Short Equity & Dynamic
	Income\n Trust	3.15	375	12.6100	4,729
GLQ	Clough\n Global Equity Fund	2.50	495	7.5800	3,752
GLO	Clough\n Global Opportunities Fund	2.50	683	5.4900	3,750
DSL	DoubleLine\n Income Solutions Fund	3.15	474	9.9700	4,726
GAB	Gabelli\n Equity Trust, Inc.	2.50	710	5.2800	3,749
LGI	Lazard\n Global Total Return and Income Fund, Inc.	2.50	228	16.4400	3,748
USA	Liberty\n All-Star Equity Fund	2.50	625	6.0000	3,750
EDD	Morgan\n Stanley Emerging Markets Domestic
	Debt\n Fund, Inc.	3.15	870	5.4300	4,724
JFR	Nuveen\n Floating Rate Income Fund	3.15	650	7.2700	4,726
JGH	Nuveen\n Global High Income Fund	2.50	325	11.5350	3,749
JRI	Nuveen\n Real Asset Income and Growth Fund	3.15	416	11.3600	4,726
NXG	NXG\n NextGen Infrastructure Income Fund	3.15	99	47.5900	4,711
GHY	PGIM\n Global High Yield Fund, Inc.	2.50	345	10.8800	3,754
ISD	PGIM\n High Yield Bond Fund, Inc.	2.50	323	11.6100	3,750
PTY	PIMCO\n Corporate & Income Opportunity Fund	3.15	426	11.0800	4,720
PCN	PIMCO\n Corporate & Income Strategy Fund	2.50	340	11.0200	3,747
PDO	PIMCO\n Dynamic Income Opportunities Fund	3.15	394	12.0000	4,728
PFN	PIMCO\n Income Strategy Fund II	3.15	750	6.3000	4,725
TYG	Tortoise\n Energy Infrastructure Corporation	3.15	119	39.6000	4,712

Investment Summary 11


Trust Portfolio (continued)

Guggenheim\n Defined Portfolios, Series 2638
Diversified\n Income Wave Portfolio, Series 104
The\n Trust Portfolio as of the Inception Date, November 4, 2026

		Percentage
		of\n Aggregate	Initial	Per\n Share	Cost\n To
Ticker	Company\n Name (1)	Offer\n Price	Shares	Price	Portfolio\n (2)
	CLOSED-END\n FUNDS (continued)
EMD	Western\n Asset Emerging Markets Debt Fund, Inc.	2.50%	399	$\n 9.3900	$\n 3,747
DMO	Western\n Asset Mortgage Opportunity Fund, Inc.	2.65	408	9.7500	3,978
					$\n 149,966

(1)

All securities are represented entirely by contracts to purchase securities, which were entered into by the trust on the trust’s\ninception date. All contracts for securities are expected to be settled by the initial settlement date for the purchase of units.

(2)

Valuation of securities was performed as of the Evaluation Time on\n November 3, 2026. For securities quoted on a national exchange, including the NASDAQ Stock\n Market, Inc., securities are generally valued at the closing sale price using the market\n value per share. For foreign securities traded on a foreign exchange, if any, securities\n are generally valued at the closing sale price on the applicable exchange converted into\n U.S. dollars. The trust’s investments are classified as Level 1, which refers to security\n prices determined using quoted prices in active markets for identical securities.

12 Investment Summary

NATIONAL MUNICIPAL PORTFOLIO\nOF CEFS, SERIES 74

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

Investment Objective

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

Principal Investment Strategy

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

See “Description of Ratings” in\nPart B of the prospectus for additional information regarding the ratings criteria.

As of the date of deposit, this trust\nwill hold a significant amount of its assets in Closed-End Funds that invest substantially all of their assets in tax-free municipal\nbonds.

Security Selection

The sponsor has selected for the portfolio\nClosed-End Funds believed to have the best potential to achieve the trust’s investment objective. The trust seeks to provide monthly\nincome that is exempt from federal income taxes by investing in Closed-End Funds that invest substantially all of their assets in tax-free\nmunicipal bonds. Municipal bonds generally offer investors the potential for stable tax-free income. However, a portion of the income\nmay be subject to the federal alternative minimum tax on individuals as well as federal, state and local taxes. For tax years beginning\nafter December 31, 2022, exempt-interest dividends may affect the corporate alternative minimum tax for certain corporations.

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

•

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

•

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

•

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

•

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

Future Trusts

Investment Summary 13

upon the trust’s termination. Each trust is designed to be\npart of a longer term strategy.


Essential Information
(as of the Inception Date)

Inception\n Date	November\n 4, 2026
Unit\n Price	$10.00
Termination\n Date	November\n 1, 2028
Distribution\n Date	25th\n day of each month
(commencing\n November 25, 2026, if any)
Record\n Date	15th\n day of each month
(commencing\n November 15, 2026, if any)

CUSIP\n Numbers

Cash\n Distributions
Standard\n Accounts	40178V707
Fee\n Account Cash	40178V723

Reinvested\n Distributions
Standard\n Accounts	40178V715
Fee\n Account Reinvest	40178V731

Ticker	CENMYX

Portfolio\n Diversification

	Approximate
Security\n Type	Portfolio\n Percentage
Closed-End\n Funds	100.00%
Total	100.00%

Minimum Investment
All accounts	1 unit

Principal Risks

•

Securities prices can be volatile. The value of your\n investment may fall over time. Market value fluctuates in response to various factors. These\n can include stock market movements, purchases or sales of securities by the trust, government\n policies, litigation, and changes in interest rates, inflation, the financial condition of\n the securities’ issuer or even perceptions of the issuer. Changes in legal, political,\n regulatory, tax and economic conditions may cause fluctuations in markets and securities\n prices, which could negatively impact the value of the trust. Additionally, events such as\n war, armed conflict, terrorism, natural and environmental disasters, the spread of infectious\n illnesses or other public health emergencies, recessions, economic sanctions, bank failures\n and political turbulence may adversely affect the economy, various markets and issuers. For\n example, the ongoing adversarial political climate in the United States, as well as political\n and diplomatic events both domestic and abroad, have had and may continue to have an adverse\n impact on the U.S. regulatory landscape, international trade relations, policies, markets\n and investor behavior, which could have a negative impact on the trust’s investments\n and operations. The economies of the United States and its trading partners, as well as the\n financial markets generally, may be adversely impacted by trade disputes, including the imposition\n of tariffs, and other matters. Ongoing armed conflicts between Russia and Ukraine in Europe\n and among the United States, Israel, Iran, Hamas, Hezbollah and other militant groups in\n the Middle East, have caused and could continue to cause significant market disruptions and\n volatility within the markets in Russia, Europe, the Middle East, the United States, and\n other nations. Such events may also disrupt global trade and supply chains,

14 Investment Summary

increase sanctions and other governmental actions, and\ncontribute to volatility in oil and natural gas markets. Advancements in technology may also adversely impact markets and the overall\nperformance of the trust. The complete economic impact of any such future event may be difficult or impossible to predict. Units of the\ntrust are not deposits of any bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government\nagency.

•

The trust includes Closed-End Funds. Closed-End Funds are actively managed investment companies that invest in various types\nof securities. Closed-End Funds issue common shares that are traded on a securities exchange. Closed-End Funds are subject to various\nrisks, including management’s ability to meet the Closed-End Fund’s investment objective and to manage the Closed-End Fund’s\nportfolio during periods of market turmoil and as investors’ perceptions regarding Closed-End Funds or their underlying investments\nchange. Closed-End Funds are not redeemable at the option of the shareholder and they may trade in the market at a discount to their net\nasset value. If the trust has to sell a Closed-End Fund when it is trading at a discount, the trust will receive a price that is less\nthan the Closed-End Fund’s net asset value. Closed-End Funds may also employ the use of leverage which increases risk and volatility.

•

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

•

Closed-End Funds held by the trust invest in municipal\n bonds. Municipal bonds are long-term fixed rate debt obligations that decline in value\n with increases in interest rates, an issuer’s worsening financial condition, a drop\n in bond ratings or when there is a decrease in the federal income tax rate. Typically, bonds\n with longer periods

Investment Summary 15

before maturity are more sensitive to interest rate changes.\nAdditionally, legislative changes, the strength of state and local economies, business development and the condition of the securities\nmarkets may negatively affect the value the municipal bonds. Municipal bonds may also be called or redeemed prior to their stated maturity,\nan event which is more likely to occur when interest rates fall. In such an occurrence, a Closed-End Fund in which the trust invests\nmay not be able to reinvest the money it receives in other bonds that have as high a yield or as long a maturity. Municipal bonds generally\ngenerate income exempt from federal income taxation, but may be subject to the alternative minimum tax on individuals. For tax years\nbeginning after December 31, 2022, interest on the bonds may affect the corporate alternative minimum tax for certain corporations. In\naddition, some or all of the income generated by a Closed-End Fund may not be exempt from regular federal or state income taxes and as\na result, the related income paid by the trust may also be subject to regular federal and state income taxes. Capital gains, if any,\nmay be subject to tax.

•

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

•

The trust may be susceptible to potential risks through breaches in cybersecurity. A breach in cybersecurity refers to both\nintentional and unintentional events that may cause the trust to lose proprietary information, suffer data corruption or lose operational\ncapacity. Such events could cause the sponsor of the trust to incur regulatory penalties, reputational damage, additional compliance costs\nassociated with corrective measures and/or financial loss. In addition, cybersecurity breaches of the trust’s third-party service\nproviders, or issuers in which the trust invests, can also subject the trust to many of the same risks associated with direct cybersecurity\nbreaches.

16 Investment Summary

•

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

•

See “Investment Risks” in Part\nA of the prospectus and “Risk Factors” in Part B of the prospectus for additional information.

Tax Status

Federal Tax. Some dividends\non the securities in the trust may be designated as “capital gains dividends” for federal income tax purposes, generally taxable\nto you as long-term capital gains. Some dividends on the securities in the trust may qualify as “exempt-interest dividends,”\nwhich generally are excluded from your gross income for federal income tax purposes. Some or all of the exempt-interest dividends, however,\nmay be taken into account in determining the alternative minimum tax on individuals, and may have other tax consequences (e.g.,\nthey may affect the amount of your social security benefits that are taxed). For tax years beginning after December 31, 2022, exempt-interest\ndividends may affect the corporate alternative minimum tax for certain corporations. Other dividends on the securities in the trust will\ngenerally be taxable to you as ordinary income. See “Tax Status” in Part B of the prospectus for additional information.

Who Should Invest

You should consider this investment if:

•

You want current income and diversification;

•

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

•

The trust is part of a longer term investment strategy.

You should not consider this investment if:

•

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

•

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

•

You are seeking an aggressive high-growth investment strategy;

•

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

Investment Summary 17

•

You want capital preservation.

Fees and Expenses

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


	Percentage
	of Public
	Offering	Amount Per
Investor Fees	Price (4)	100 Units
Initial sales fee
paid on purchase (1)	0.00%	$ 0.00
Deferred sales fee (2)	2.25	22.50
Creation and
development fee (3)	0.50	5.00
Maximum sales fees
(including creation
and development fee)	2.75%	$27.50
Estimated organization costs
(amount per 100 units as
a percentage of the public
offering\n price)	0.1027%	$1.027

	Approximate
Annual Fund	% of Public
Operating	Offering	Amount Per
Expenses	Price (4)	100 Units
Trustee’s fee	0.1050%	$ 1.050
Sponsor’s supervisory fee	0.0300	0.300
Evaluator’s fee	0.0350	0.350
Bookkeeping and
administrative fee	0.0350	0.350
Estimated other trust
operating\n expenses (5)	0.0066	0.066
Estimated\n Closed-End
Fund\n expenses (6)	2.7500	27.500

Total	2.9616%	$29.616

(1)

(2)

The deferred sales charge is a fixed dollar amount equal to $0.225\n per unit and is deducted in monthly installments of $0.075 per unit on the last business\n day of March 2027 through May 2027. The percentage provided is based on a $10 per unit Public\n Offering Price as of the Inception Date and the percentage amount will vary over time. If\n the price you pay for your units exceeds $10 per unit, the deferred sales fee will be less\n than 2.25% of the Public Offering Price unit. If the price you pay for your units is less\n than $10 per unit, the deferred sales fee will exceed 2.25% of the Public Offering Price.\n If units are redeemed prior to the deferred sales fee period, the entire deferred sales fee\n will be collected. If you purchase units after the first deferred sales fee payment has been\n assessed, your maximum sales fee will consist of an initial sales fee and the amount of any\n remaining deferred sales fee payments.

(3)

The C&D Fee compensates the sponsor for creating and developing your trust. The actual C&D Fee is $0.050 per unit and is paid\nto the sponsor at the close of the initial offering period, which is expected to be approximately three months from the Inception Date.\nUnits purchased after the close of the initial offering period do not pay the C&D Fee. The percentages provided are based on a $10\nunit as of the Inception Date and the percentage amount will vary over time. If the unit price exceeds $10 per unit, the C&D Fee will\nbe less than 0.50% of the Public Offering Price; if the unit price is less than $10 per unit, the C&D fee will exceed 0.50% of the\nPublic Offering Price. However, in no event will the maximum sales fee exceed 2.75% of a unitholder’s initial investment.

(4)

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

(5)

(6)

18 Investment Summary

Example

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

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


1\n year	$\n 588
3\n years	1,479
5\n years	2,376
10\n years	4,494

See “Expenses of the Trust” in\nPart B of the prospectus for additional information.

Investment Summary 19


Trust Portfolio

Guggenheim\n Defined Portfolios, Series 2638
National\n Municipal Portfolio of CEFs, Series 74
The\n Trust Portfolio as of the Inception Date, November 4, 2026

		Percentage
		of\n Aggregate	Initial	Per\n Share	Cost\n To
Ticker	Company\n Name (1)	Offer\n Price	Shares	Price	Portfolio\n (2)
	CLOSED-END\n FUNDS (100.00%)
MFM	Aberdeen\n Municipal Income Fund	6.82%	1,983	$\n 5.1600	$\n 10,232
MUA	BlackRock\n MuniAssets Fund, Inc.	6.82	1,057	9.6800	10,232
MHD	BlackRock\n MuniHoldings Fund, Inc.	6.82	951	10.7600	10,233
MYI	BlackRock\n MuniYield Quality Fund III, Inc.	6.82	1,011	10.1200	10,231
MQY	BlackRock\n MuniYield Quality Fund, Inc.	6.82	974	10.5000	10,227
DSM	BNY\n Mellon Strategic Municipal Bond Fund, Inc.	0.80	217	5.5400	1,202
LEO	BNY\n Mellon Strategic Municipals, Inc.	0.80	201	5.9600	1,198
EIM	Eaton\n Vance Municipal Bond Fund	1.50	247	9.1000	2,248
EVN	Eaton\n Vance Municipal Income Trust	1.50	223	10.0800	2,248
EOT	Eaton\n Vance National Municipal Opportunities Trust	0.80	76	15.8100	1,202
PMM	Franklin\n Managed Municipal Income Trust	1.50	358	6.2800	2,248
PMO	Franklin\n Municipal Opportunities Trust	1.50	224	10.0500	2,251
VKI	Invesco\n Advantage Municipal Income Trust II	1.50	270	8.3400	2,252
OIA	Invesco\n Municipal Income Opportunities Trust	1.50	392	5.7400	2,250
VMO	Invesco\n Municipal Opportunity Trust	1.50	251	8.9600	2,249
VKQ	Invesco\n Municipal Trust	0.80	135	8.8900	1,200
IQI	Invesco\n Quality Municipal Income Trust	0.80	133	9.0100	1,198
VGM	Invesco\n Trust for Investment Grade Municipals	0.80	130	9.2100	1,197
IIM	Invesco\n Value Municipal Income Trust	1.50	201	11.2200	2,255
NVG	Nuveen\n AMT-Free Municipal Credit Income Fund	6.82	905	11.3000	10,227
NEA	Nuveen\n AMT-Free Quality Municipal Income Fund	6.82	991	10.3200	10,227
NDMO	Nuveen\n Dynamic Municipal Opportunities Fund	1.50	243	9.2600	2,250
NZF	Nuveen\n Municipal Credit Income Fund	6.82	909	11.2500	10,226
NMCO	Nuveen\n Municipal Credit Opportunities Fund	4.50	758	8.9100	6,754
NMZ	Nuveen\n Municipal High Income Opportunity Fund	6.82	1,165	8.7800	10,229
NMI	Nuveen\n Municipal Income Fund, Inc.	1.50	238	9.4500	2,249
NUV	Nuveen\n Municipal Value Fund, Inc.	1.50	271	8.3100	2,252
NAD	Nuveen\n Quality Municipal Income Fund	6.82	954	10.7200	10,227

20 Investment Summary


Trust\n Portfolio (continued)

Guggenheim\n Defined Portfolios, Series 2638
National\n Municipal Portfolio of CEFs, Series 74
The\n Trust Portfolio as of the Inception Date, November 4, 2026

		Percentage
		of\n Aggregate	Initial	Per\n Share	Cost\n To
Ticker	Company\n Name (1)	Offer\n Price	Shares	Price	Portfolio\n (2)
	CLOSED-END\n FUNDS (continued)
NXP	Nuveen\n Select Tax-Free Income Portfolio	1.50%	168	$\n 13.3800	$\n 2,248
PML	PIMCO\n Municipal Income Fund II	4.50	983	6.8700	6,753
					$\n 149,995

(1)

All securities are represented entirely by contracts to purchase securities, which were entered into by the trust on the trust's inception\ndate. All contracts for securities are expected to be settled by the initial settlement date for the purchase of units.

(2)

Investment Summary 21

US LOW VOLATILITY STRATEGY\nPORTFOLIO, SERIES 57

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

Investment Objective

The US Low Volatility Trust seeks to provide\ntotal return that is comprised of current income and capital appreciation.

Principal Investment Strategy

Under normal circumstances, the trust\ninvests at least 80% of the value of its assets in common stocks of U.S. companies that the sponsor believes are lower volatility securities.\nThe trust applies a series of screens to determine the final portfolio, including measuring the volatility of a security by using the\nstandard deviation of daily returns for the previous trailing year for such a security and selecting the securities with the lowest volatility.\nThe trust seeks total returns that may exceed the S&P 500 Index’s market level in certain risk-adjusted return metrics. The\nsponsor, with the assistance of Guggenheim Partners Investment Management, LLC (“GPIM”), an affiliate of Guggenheim\nPartners, LLC, has selected the securities to be included in the trust’s portfolio. As a result of this strategy, the trust invests\nsignificantly in the real estate and utilities sector.

As of the date of deposit, the trust will\nhold a significant amount of its assets in common stocks of U.S. companies and in real estate investment trusts.

Security Selection

The trust’s portfolio was constructed\nand the securities were selected on October 28, 2026 (the “Security Selection Date”) using the Security Selection\nRules outlined below.

Security Selection Rules:

In constructing the trust’s portfolio,\nsecurities were selected based on the following rules-based criteria.

Initial Universe: Start with all securities that trade on a major exchange as of the Security Selection Date. Note that while\nthe final selection step will include a subset of the initial universe, this initial universe of large, mid, and small cap stocks is used\nfor fundamental ranks in step 2.

Rank on Fundamentals: Rank every company identified in the initial universe against other companies in the same sector, as\ndefined by Global Industry Classification Standard. Each ranking is determined as of the Security Selection Date using the most recently\nreported information and uses a scale of 1 through 10 (1 representing the highest scoring 10% in the sector and 10 representing the lowest\nscoring 10% in the sector):

•

Return on assets as provided by S&P Compustat, and calculated as latest four quarters of reported operating income divided by\nthe average of most recent reported total assets and year ago reported total assets.

22 Investment Summary

•

Earnings before interest, taxes, depreciation and amortization for the latest four quarters divided by enterprise value, as provided\nby S&P Compustat. Enterprise value is determined by adding the equity market capitalization as of the most recent closing price with\nthe total outstanding long term and short term debt as determined by the most recently available balance sheet, and then subtracting any\ncash and short term investments, as determined by the most recently available balance sheet.

•

Year-over-year growth in sales per share, as provided by S&P Compustat. Trailing year-over-year growth is the percentage change\nin sales per-share for the trailing 12 months versus the sales per-share from the prior 12 months. Sales per-share is the trailing 12\nmonths of sales from the most recent trailing quarterly filings divided by the end of period reported count of common shares outstanding\nused to calculate basic earnings per share.

Each financial metric will create a separate score so that\nevery company will have three scores. These three scores are averaged together to create one composite score for a company. This composite\nscore is used to rank the companies in the next step in order to determine the sub-universe of securities.

Define Sub-Universe: Reduce the initial universe of securities to a sub-universe that meets the following requirements, with\neach requirement being applied independently to the initial universe from the other requirements in this step, as of the Security Selection\nDate:

•

Exclude the lowest ranked 25% of securities from the initial universe determined by the average of the three financial rankings described\nin step 2.

•

Exclude the 20% of the initial universe with the lowest trailing 6 month total return.

•

Exclude securities that are not members of the S&P 500 Index.

•

Exclude all securities whose standard deviation of daily returns for the trailing year, as provided by FactSet, is above the median\nof that metric amongst all S&P 500 Index members.

•

Exclude all securities whose standard deviation of trailing 36 monthly returns, as provided by FactSet, is above the median of that\nmetric amongst all S&P 500 Index members or which do not have 36 months of trading history.

•

Exclude all securities whose Beta, as provided by FactSet based on the trailing 2 years of weekly returns, is above the median of\nthat metric amongst all S&P 500 Index members.

•

Exclude securities with a market capitalization less than $1 billion, as provided by FactSet based on the closing price as of the\nSecurity Selection Date.

•

Exclude securities with trading liquidity of less than $1 million, as determined by the median daily

Investment Summary 23

dollar trading volume (i.e., volume in shares multiplied\nby the closing price for the day, as provided by FactSet) during a 90 trading day look back from the Security Selection Date.

•

Exclude securities with share price less than $5.

•

Exclude securities that have a pending cash or stock merger and acquisition or bankruptcy announcement which will lead to delisting\nthe security. Such events will be determined by reviewing the corporate action announcement data from Bloomberg where the announced date\nfalls before the Security Selection Date.

Selection: Select from the sub-universe the 30 securities with the lowest volatility, as measured by standard deviation of\ndaily returns as sourced from FactSet for the previous trailing year, and equally weight these securities as of Security Selection Date.\nSelected securities must adhere to the following portfolio limits:

•

Maximum 25% weight in any sector (as defined by Global Industry Classification Standard).

•

Maximum 10% weight in any industry (as defined by Global Industry Classification Standard).

•

Maximum 20% weight in non-US countries (as defined by Bloomberg L.P. index methodology for country categorization).

Once any of the investment limitations has been reached,\nadditional securities of that kind will not be included in the trust and the next lowest volatility security will be used.

Please note that due to the fluctuating nature\nof security prices, the weighting of an individual security, sector or industry in the trust portfolio may change after the Security Selection\nDate.

Guggenheim Partners\nInvestment Management, LLC

Guggenheim Partners Investment Management,\nLLC is a subsidiary of Guggenheim Partners, LLC and an affiliate of the sponsor, which offers financial services expertise within its\nasset management, investment advisory, capital markets, institutional finance and merchant banking business lines. Clients consist of\na mix of individuals, family offices, endowments, foundations, insurance companies, pension plans and other institutions that together\nhave entrusted the firm with supervision of more than $100 billion in assets. A global diversified financial services firm, Guggenheim\nPartners, LLC office locations include New York, Chicago, Los Angeles, Miami, Boston, Philadelphia, St. Louis, Houston, London, Dublin,\nGeneva, Hong Kong, Singapore, Mumbai and Dubai.

The sponsor is also a subsidiary of Guggenheim\nPartners, LLC. See “General Information” for additional information.

24 Investment Summary

Future Trusts

The sponsor may create future trusts that\nfollow the same general investment strategy. One such trust is expected to be available approximately three months after the trust’s\ninitial date of deposit (the “Inception Date”) and upon the trust’s termination. Each trust is designed to be\npart of a longer term strategy.

Hypothetical Performance Information

The hypothetical returns are not the actual\nreturns of the trust and are not guaranteed. Simulated returns are hypothetical, meaning that they do not represent actual trading, and\nthus, may not reflect material economic and market factors, such as liquidity constraints, that may have had an impact on actual decision\nmaking. The hypothetical performance is the retroactive application of the strategy designed with the full benefit of hindsight.

The following table compares the hypothetical\nperformance information for the trust’s security selection strategy (the “Strategy”) to the actual performance\nof the S&P 500 Index^®, in each of the full years listed below (and as of the most recent month-end). The hypothetical\nstrategy is identical to the Strategy. Hypothetical performance of the Strategy is based on the assumption that the Strategy is used to\nselect a hypothetical portfolio on the last business day of each year, the hypothetical portfolio is held for a one year term and then\nsold, and then a new hypothetical portfolio is selected by the Strategy. In the following table, Strategy stocks for a given year consist\nof the common stocks selected by applying the Strategy as of the last business day of each year, for example, the Strategy stocks for\n2013 were selected by applying the Strategy as of December 31, 2012 (and not the date the trust actually sells units). These hypothetical\nreturns should not be used to predict future performance of the trust. Hypothetical returns from the trust will differ from its selection\nstrategy for several reasons, including the following:

•

Hypothetical Total Return figures shown do not reflect commissions paid by the trust on the purchase of the securities or taxes incurred\nby you.

•

Hypothetical Strategy returns are for calendar years (and through the most recent month), while the trust begins and ends on various\ndates.

•

Extraordinary market events that are not expected to be repeated and may have affected performance.

•

Hypothetical Strategy returns are based on hypothetical portfolios selected according to the Strategy on the last business day of\neach calendar year, while the trust has a maturity of approximately 15 months.

•

The trust may not be fully invested at all times or weighted in all securities according to the Strategy at all times. This may happen\nbecause the trust may purchase additional securities to create units and such purchases may not exactly replicate the portfolio. In addition,\nthe trust may sell securities to pay expenses, meet redemptions or to protect the trust and the sale of such securities may cause the\ntrust to vary from the Strategy.

•

Securities may be purchased or sold by the trust at prices different from the closing prices used in buying and selling units.

Investment Summary 25

You should note that the trust is not designed\nto parallel movements in any index, and it is not expected that it will do so. In fact, the Strategy underperformed its comparative index\nin certain years, and the sponsor cannot guarantee that the trust will outperform its respective index over the life of the trust or over\nconsecutive rollover periods, if available.

S&P 500 Index. The S&P\n500 Index is a capitalization-weighted index of 500 companies (the “Index”). The Index is regarded as a gauge of large-capitalization\nU.S. equities and covers approximately 80% of available market capitalization. Indices are statistical composites and their returns do\nnot include payment of any sales charges or fees an investor would pay to purchase the securities they represent. Such costs would lower\nperformance. The Index is unmanaged and it is not possible to invest directly in the Index. The historical performance of the Index is\nshown for illustrative purposes only; it is not meant to forecast, imply or guarantee the future performance of any particular investment\nor the trust, which will vary. Securities in which the trust invests may differ from those in the Index. The trust will not try to replicate\nthe performance of these indices and will not necessarily invest any substantial portion of its assets in securities in the Index. There\nis no guarantee that the perceived intrinsic value of a security will be realized.

Hypothetical Comparison of Total Return


	Hypothetical	S&P 500
	Strategy	Index^®
	Total	Total
Year	Returns	Returns
2000+	18.60%	-9.10%
2001	0.42%	-11.89%
2002	-5.97%	-22.10%
2003	17.92%	28.68%
2004	15.37%	10.88%
2005	1.03%	4.91%
2006	16.78%	15.79%
2007	0.44%	5.49%
2008	-23.09%	-37.00%
2009	13.22%	26.47%
2010	10.73%	15.06%
2011	8.10%	2.63%
2012	7.02%	16.00%
2013	20.85%	32.39%
2014	12.59%	13.68%
2015	0.00%	1.37%
2016	9.51%	11.96%
2017	14.65%	21.82%
2018	-2.57%	-4.39%
2019	22.07%	31.48%
2020	-0.75%	18.39%
2021	20.70%	28.68%
2022	-7.52%	-18.13%
2023	-2.24%	26.26%
2024	12.39%	25.00%
2025	5.39%	17.88%
2026 (thru 9/30)	-1.48%	12.72%

+ These\nreturns are the result of extraordinary market events and are not expected to be repeated.

26 Investment Summary

Hypothetical Comparison of Average\nAnnual Return for Periods Ending December 31, 2025

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


	Hypothetical	S&P\n 500
	Strategy	Index^®
	Average	Average
	Annual	Annual
Period	Return	Return
1\n Year	5.39%	17.88%
5\n Year	5.27%	14.40%
10\n Year	6.72%	14.81%
Life\n of Model
(12/31/99)	6.59%	8.09%

PAST PERFORMANCE IS\nNO GUARANTEE OF FUTURE RESULTS.

Past performance of the Strategy is hypothetical\nand does not represent any actual trust and is not guaranteed. The trust’s actual performance may be materially different from the\nhypothetical performance. It is shown for illustrative purposes only and is not intended to indicate the future performance of any investment,\nincluding the trust. The source of the pricing information for the hypothetical performance data is FactSet and the hypothetical performance\ndata has been calculated by the sponsor. The hypothetical performance data has not been verified or audited by a third party. Hypothetical\nStrategy figures reflect the deduction of the maximum sales charge, the estimated trust operating expenses and the estimated organization\ncosts. The hypothetical Strategy total return figures have not been reduced by estimated brokerage commissions and other transaction costs\npaid by the trust in acquiring the securities or any taxes incurred by unitholders. The hypothetical Strategy total return figures do\nnot reflect the expenses of the underlying funds.

Hypothetical total return represents the sum\nof the change in market value of each group of stocks between the first and last trading day of a period plus the total dividends paid\non each group of stocks during such period divided by the opening market value of each group of stocks as of the first trading day of\na period. Hypothetical total return figures assume that all dividends are reinvested monthly.

Securities are selected through application\nof the Strategy as of the last business day of each year. If a security which is selected by the Strategy is merged out of existence,\nde-listed or suffers a similar fate during the period in which the hypothetical Strategy performance is being measured, such security\nwill not be replaced by another security during that period and the return of such security will not be annualized in the calculation\nof the hypothetical returns.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


Essential Information
(as of the Inception Date)

Inception\n Date	November\n 4, 2026
Unit\n Price	$10.00
Termination\n Date	February\n 2, 2028
Distribution\n Date	25th\n day of each month
(commencing\n November 25, 2026, if any)
Record\n Date	15th\n day of each month
(commencing\n November 15, 2026, if any)

CUSIP\n Numbers
Cash\n Distributions
Standard\n Accounts	40178V749
Fee\n Account Cash	40178V764
Reinvested\n Distributions
Standard\n Accounts	40178V756
Fee\n Account Reinvest	40178V772

Ticker	CULOGX

Investment Summary 27


Portfolio Diversification
	Approximate
Sector	Portfolio Percentage
Consumer\n Discretionary	6.62%
Consumer\n Staples	13.36
Financials	13.33
Health\n Care	6.69
Industrials	9.89
Materials	3.40
Real\n Estate	23.38
Utilities	23.33
Total	100.00%

Country/Territory	Approximate
(Headquartered)	Portfolio\n Percentage
Switzerland	3.41%
United\n States	96.59
Total	100.00%

Market	Approximate
Capitalization	Portfolio\n Percentage
Mid-Capitalization	50.01%
Large-Capitalization	49.99
Total	100.00%

Minimum Investment
All accounts	1 unit

Principal Risks

•

28 Investment Summary

overall performance of the trust. The complete economic\nimpact of any such future event may be difficult or impossible to predict. Units of the trust are not deposits of any bank and are not\ninsured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

•

Securities selected according to this strategy may not perform as intended. The trust is exposed to additional risk due to\nits policy of investing in accordance with an investment strategy. Although the trust’s investment strategy is designed to achieve\nthe trust’s investment objective, the strategy may not prove to be successful. The investment decisions may not produce the intended\nresults and there is no guarantee that the investment objective will be achieved.

•

The trust invests significantly in the utilities sector.\n As a result, the factors that impact the utilities sector will likely have a greater\n effect on this trust than on a more broadly diversified trust. Adverse developments in this\n sector may significantly affect the value of your units. Companies involved in the utilities\n sector must contend with environmental considerations, taxes, government regulation, price\n and supply fluctuations, competition and energy conservation.

•

The trust includes real estate investment trusts (“REITs”)\n and invests significantly in the real estate sector. As a result, the factors that impact\n the real estate sector will likely have a greater effect on this trust than on a more broadly\n diversified trust. REITs may concentrate their investments in specific geographic areas or\n in specific property types, such as, hotels, shopping malls, residential complexes and office\n buildings. The value of the REITs and other real estate securities and the ability of such\n securities to distribute income may be adversely affected by several factors, including:\n rising interest rates; changes in the global and local economic climate and real estate conditions;\n perceptions of prospective tenants of the safety, convenience and attractiveness of the properties;\n the ability of the owner to provide adequate management, maintenance and insurance; the cost\n of complying with the Americans with Disabilities Act; increased competition from new properties;\n the impact of present or future environmental legislation and compliance with environmental\n laws; changes in real estate taxes and other operating expenses; adverse changes in governmental\n rules and fiscal policies; adverse changes in zoning laws; declines in the value of real\n estate; the downturn in the subprime mortgage lending market and the real estate market in\n the United States; conditions caused by the spread of public health crises; and other factors\n beyond the control of the issuer of the security. REITs must comply with complex requirements\n under federal tax law to obtain and maintain their status as a REIT; if a REIT fails to comply\n with these requirements it is possible that the REIT could lose its status as a REIT and\n / or become subject to additional taxes, which may adversely affect the value of the trust’s\n investments.

Investment Summary 29

•

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

•

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

•

See “Investment Risks” in Part\nA of the prospectus and “Risk Factors” in Part B of the prospectus for additional information.

Who Should Invest

You should consider this investment if:

•

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

•

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

30 Investment Summary

•

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

You should not consider this investment if:

•

You are uncomfortable with the trust’s investment strategy;

•

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

•

You want capital preservation.

Fees and Expenses

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

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


	Percentage
	of Public
	Offering	Amount Per
Investor Fees	Price (4)	100 Units
Initial sales fee
paid on purchase (1)	0.00%	$ 0.00
Deferred sales fee (2)	1.35	13.50
Creation and
development fee (3)	0.50	5.00
Maximum sales fees
(including creation
and development fee)	1.85%	$18.50
Estimated organization costs
(amount per 100 units as a
percentage of the public
offering\n price)	0.7346%	$7.346

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


	Approximate
Annual Fund	% of Public
Operating	Offering	Amount Per
Expenses	Price (4)	100 Units
Trustee’s fee	0.1050%	$1.050
Sponsor’s supervisory fee	0.0300	0.300
Evaluator’s fee	0.0350	0.350
Bookkeeping and
administrative fee	0.0350	0.350
Estimated other trust
operating\n expenses (5)	0.0396	0.396

Total	0.2446%	$2.446

(1)

(2)

(3)

Investment Summary 31

(4)

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

(5)

Example

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


1\n year	$\n 284
3\n years	870
5\n years	1,480
10\n years	3,114

See “Expenses of the Trust” in\nPart B of the prospectus for additional information.

32 Investment Summary


Trust Portfolio

Guggenheim\n Defined Portfolios, Series 2638
US\n Low Volatility Strategy Portfolio, Series 57
The\n Trust Portfolio as of the Inception Date, November 4, 2026

		Percentage
		of\n Aggregate	Initial	Per\n Share	Cost\n To
Ticker	Company\n Name (1)	Offer\n Price	Shares	Price	Portfolio\n (2)
	COMMON\n STOCKS (76.62%)
	Consumer\n Discretionary (6.62%)
MCD	McDonald’s\n Corporation	3.32%	19	$\n 263.0400	$\n 4,998
TJX	TJX\n Companies, Inc.	3.30	36	137.6300	4,955
	Consumer\n Staples (13.36%)
KO	Coca-Cola\n Company	3.34	53	94.8000	5,024
COST	Costco\n Wholesale Corporation	3.39	5	1,019.2600	5,096
PEP	PepsiCo,\n Inc.	3.29	36	137.2700	4,942
PG	Procter\n & Gamble Company	3.34	31	162.0600	5,024
	Financials\n (13.33%)
AFL	Aflac,\n Inc.	3.30	40	124.0400	4,962
BRK/B	Berkshire\n Hathaway, Inc. (3)	3.33	9	557.0700	5,014
CB	Chubb,\n Limited. (4)	3.41	14	366.5400	5,132
L	Loews\n Corporation	3.29	45	109.9700	4,949
	Health\n Care (6.69%)
JNJ	Johnson\n & Johnson	3.36	19	266.1700	5,057
PFE	Pfizer,\n Inc.	3.33	167	30.0000	5,010
	Industrials\n (9.89%)
ITW	Illinois\n Tool Works, Inc.	3.24	17	286.6400	4,873
SNA	Snap-on,\n Inc.	3.37	14	362.0400	5,069
WM	Waste\n Management, Inc.	3.28	21	234.6700	4,928
	Materials\n (3.40%)
LIN	Linde\n PLC (4)	3.40	10	511.5500	5,116
	Utilities\n (23.33%)
AEE	Ameren\n Corporation	3.30	45	110.3700	4,967
ATO	Atmos\n Energy Corporation	3.35	29	173.7700	5,039
CNP	CenterPoint\n Energy, Inc.	3.34	118	42.5300	5,019
DUK	Duke\n Energy Corporation	3.36	40	126.5100	5,060
EVRG	Evergy,\n Inc.	3.35	59	85.4500	5,042
FE	FirstEnergy\n Corporation	3.33	106	47.1900	5,002
WEC	WEC\n Energy Group, Inc.	3.30	43	115.4000	4,962

Investment Summary 33


Trust Portfolio (continued)

Guggenheim\n Defined Portfolios, Series 2638
US\n Low Volatility Strategy Portfolio, Series 57
The\n Trust Portfolio as of the Inception Date, November 4, 2026

		Percentage
		of\n Aggregate	Initial	Per\n Share	Cost\n To
Ticker	Company\n Name (1)	Offer\n Price	Shares	Price	Portfolio\n (2)
	REAL\n ESTATE INVESTMENT TRUSTS (23.38%)
	Real\n Estate (23.38%)
CPT	Camden\n Property Trust (7)	3.35%	50	$\n 100.6800	$\n 5,034
FRT	Federal\n Realty Investment Trust (7)	3.34	45	111.6400	5,024
MAA	Mid-America\n Apartment Communities, Inc. (7)	3.36	43	117.3400	5,046
O	Realty\n Income Corporation (7)	3.33	87	57.5000	5,003
REG	Regency\n Centers Corporation (7)	3.35	67	75.1700	5,036
UDR	UDR,\n Inc. (7)	3.32	139	35.9300	4,994
VICI	VICI\n Properties, Inc. (7)	3.33	205	24.4200	5,006

					$\n 150,383

(1)

(2)

The following footnotes only apply when noted.

(3)

Non-income producing security.

(4)

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

(5)

American Depositary Receipt (“ADR”)/Global Depositary Receipt (“GDR”)/CHESS Depositary Interest\n(“CDI”)/New York Registry Share.

(6)

Foreign security listed on a foreign exchange, which may differ from the way the company is classified for investment purposes and\nportfolio diversification purposes.

(7)

Common stock of a real estate investment trust (“REIT”).

(8)

Common stock of a master limited partnership (“MLP”).

34 Investment Summary

UNDERSTANDING YOUR INVESTMENTS

How to Buy Units

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

•

the value of the securities,

•

organization costs,

•

the maximum sales fee (which includes an initial sales fee, if applicable, a deferred sales fee and the creation and development fee),\nand

•

cash and other net assets in the portfolio.

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

Value of the Securities. The\nsponsor serves as the evaluator of your trust (the “evaluator”). We cause the trustee to determine the value of the\nsecurities as of the close of the New York Stock Exchange on each day that the exchange is open (the “Evaluation Time”).

Pricing the Securities. The\nvalue of securities is generally determined by using the last sale price for securities traded on a national or foreign securities exchange\nor the NASDAQ Stock Market. In some cases we will price a security based on the last asked or bid price in the over-the-counter market\nor by using other recognized pricing methods. We will only do this if a security is not principally traded on a national or foreign securities\nexchange or the NASDAQ Stock Market, or if the market quotes are unavailable or inappropriate.

If applicable, the trustee or its designee\nwill value foreign securities primarily traded on foreign exchanges at their fair value which may be other than their market prices if\nthe market quotes are unavailable or inappropriate.

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

Organization Costs. During the\ninitial offering period, part of your purchase price includes a per unit amount sufficient to reimburse us for some or all of the costs\nof creating your trust. These costs include the costs of preparing the registration statement and legal documents, legal fees, federal\nand state registration fees, the portfolio consulting fee, if applicable, and the initial fees and expenses of the trustee. Your trust\nwill sell securities to reimburse us for these costs at the end of the initial offering period or after six months, at the discretion\nof the sponsor. The estimated organization costs shown under the “Investment Summary – Fees and Expenses” section for\neach trust are based upon an estimated trust size. Because certain of the organization costs are fixed amounts, if a trust does not reach\nsuch

Understanding Your Investments 35

estimated size, the actual amount of organization costs may exceed\nthe estimated amounts. However, the sponsor has agreed to cap the organization costs so that you will not pay more than 0.80% of the public\noffering price ($8.00 per 100 units) in organization costs.

Transactional Sales Fee. You\npay a fee when you buy units. We refer to this fee as the “transactional sales fee.” The transactional sales fee for\na trust typically has only a deferred component of 1.35% of the Public Offering Price for the Diversified Income Wave Trust and US Low\nVolatility Trust and 2.25% for the National Municipal Trust based on a $10 unit. This percentage amount of the transactional sales fee\nis based on the unit price on the Inception Date. Because the transactional sales fee equals the difference between the maximum sales\nfee and the C&D Fee, the percentage and dollar amount of the transactional sales fee will vary as the unit price varies.

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

Initial Sales Fee. On the\ndate of deposit, the trusts do not charge an initial sales fee. However, you will be charged an initial sales fee if you purchase\nyour units after the first deferred sales fee payment has been assessed or if the price you pay for your units exceeds $10 per unit.\nThe initial sales fee, which you will pay at the time of purchase, is equal to the difference between the maximum sales fee (1.85%\nof the Public Offering Price for the Diversified Income Wave Trust and US Low Volatility Trust and 2.75% of the Public Offering\nPrice for the National Municipal Trust) and the sum of the maximum remaining deferred sales fee and the C&D Fee (initially\n$0.185 per unit for the Diversified Income Wave Trust and US Low Volatility Trust and $0.275 per unit for the National Municipal\nTrust). The dollar amount and percentage amount of the initial sales fee will vary over time.

Deferred Sales Fee. We defer\npayment of the rest of the transactional sales fee through the deferred sales fee ($0.135 per unit for the Diversified Income Wave Trust\nand US Low Volatility Trust and $0.225 per unit for the National Municipal Trust). You pay any remaining deferred sales fee when you sell\nor redeem units. The trusts may sell securities to meet the trusts’ obligations with respect to the deferred sales fee. Thus, no\nassurance can be given that a trust will retain its present size and composition for any length of time.

In limited circumstances and only if deemed\nin the best interests of unitholders, the sponsor may delay the payment of the deferred sales fee from the dates listed under “Fees\nand Expenses.”

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

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

36 Understanding Your Investments

This discount applies during the initial offering\nperiod and in the secondary market. Your financial professional may purchase units with the Fee Account CUSIP numbers to facilitate purchases\nunder this discount, however, we do not require that you buy units with these CUSIP numbers to qualify for the discount. If you purchase\nunits with these special CUSIP numbers, you should be aware that you may have the distributions automatically reinvest into additional\nunits of your trust or receive cash distributions. We reserve the right to limit or deny purchases of units not subject to the transactional\nsales fee by investors whose frequent trading activity we determine to be detrimental to your trust. We, as sponsor, will receive and\nyou will pay the C&D Fee. See “Expenses of the Trust” in Part B of the prospectus for additional information.

Employees. We do not charge\nthe portion of the transactional sales fee that we would normally pay to your financial professional for purchases made by officers, directors\nand employees and their family members (spouses, children under the age of 21 living in the same household and parents) of Guggenheim\nFunds and its affiliates, or by employees of selling firms, their affiliates and their family members (spouses, children under the age\nof 21 living in the same household and parents). You pay only the portion of the fee that the sponsor retains. Such purchases are also\nsubject to the C&D Fee. This discount applies during the initial offering period and in the secondary market. Only those broker-dealers\nthat allow their employees to participate in employee discount programs will be eligible for this discount. All employee discounts are\nsubject to the policies of the related selling firm, including any eligibility limitations enforced by the selling firm.

Certain Self-Directed Brokerage Platforms. Eligible\npurchases of units through E*TRADE and/or any other Morgan Stanley self-directed brokerage platform will be executed at the public\noffering price less the portion of the transactional sales fee that would be paid to distribution firms. You pay only the portion of\nthe fee that the sponsor retains. Such purchases are also subject to the C&D fee. This discount applies during the initial\noffering period and in the secondary market.

Dividend Reinvestment Plan. We\ndo not charge any transactional sales fee when you reinvest distributions from your trust into additional units of the trust. Since the\ndeferred sales fee is a fixed dollar amount per unit, your trust must charge the deferred sales fee per unit regardless of this discount.\nIf you elect the distribution reinvestment plan, we will credit you with additional units with a dollar value sufficient to cover the\namount of any remaining deferred sales fee that will be collected on such units at the time of reinvestment. The dollar value of these\nunits will fluctuate over time. This discount applies during the initial offering period and in the secondary market.

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

How We Distribute Units. We\nsell units to the public through broker-dealers and other firms. We pay part of the sales fee you pay to these distribution firms when\nthey sell units. The distribution fee paid is 1.25% of the Public Offering Price per unit of the Diversified Income Wave Trust and US\nLow Volatility Trust and 2.00% of the Public Offering Price per unit of the National Municipal Trust.

Eligible dealer firms and other selling\nagents that sell units of Guggenheim Funds unit trusts in the primary market to financial intermediaries other than the sponsor are eligible\nto receive additional compensation for volume sales. Such

Understanding Your Investments 37

payments will be in addition to the regular concessions paid\nto dealer firms as set forth in the applicable trust’s prospectus. For this volume concession, Investment Grade Corporate Trust\n3-7 Year, Short Duration High Yield Trust and Select Quality Municipal Portfolio are designated as “Fixed Income Trusts”\nand all other Guggenheim Funds unit trusts are designated as “Equity Trusts.” Sales of units from the following Guggenheim\nFunds unit trust strategies will not count toward this volume concession: Advisory Series: Guggenheim Investment Grade Corporate Trust\n3-7 Year; Advisory Series: Investment Grade Corporate 3-7 Year Trust; Blue Chip Growth Portfolio, CDA; ARK Early Stage Disruptors Portfolio,\nCDA; Dow 50 Value Dividend Portfolio, CDA; Kensho Space Exploration & Innovation Portfolio, CDA and S&P Dividend Aristocrats\nSelect 25 Strategy Portfolio, CDA. Eligible dealer firms and other selling agents who, during the previous consecutive 12-month period\nthrough the end of the most recent month, sold primary market units of eligible Guggenheim Funds unit investment trusts to financial\nintermediaries other than the sponsor in the dollar amounts shown below will be entitled to up to the following additional sales concession\non primary market sales of units during the current month of unit investment trusts sponsored by us:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


	Additional	Additional
	Concession	Concession for
Total Sales	for Equity	Fixed Income
(in millions)	Trust Units	Trust Units
$25 but less
than $100	0.035%	0.035%
$100 but less
than $150	0.050%	0.050%
$150 but less
than $250	0.075%	0.075%
$250 but less
than $1,000	0.100%	0.100%
$1,000 but less
than $5,000	0.125%	0.100%
$5,000 but less
than $7,500	0.150%	0.100%
$7,500 or more	0.175%	0.100%

Dealer firms or other selling agents deemed\nto be an underwriter for a Fixed Income Trust will not be eligible to receive the above sales concession on the underwritten units for\nthat trust. However, Fixed Income Trust units sold in an underwriting to financial intermediaries other than the sponsor will be included\nin the total sales calculation when determining the appropriate sales concession level for the dealer firm or other selling agent. Please\nsee the respective Fixed Income Trust’s prospectus for more information.

To the extent a dealer firm or other selling\nagent collects from the sponsor onboarding or due diligence fees associated with the onboarding of a Guggenheim Funds unit investment\ntrust, the sponsor may determine that such fees will reduce the amount of the additional sales concession paid to that firm or agent.

Eligible unit trusts include Fixed Income\nTrusts and Equity Trusts sold in the primary market to financial intermediaries other than the sponsor. Redemptions of units during the\nprimary offering period will reduce the amount of units used to calculate the volume

38 Understanding Your Investments

concessions. In addition, dealer firms will not receive volume\nconcessions on the sale of units which are not subject to a transactional sales fee. However, such sales will be included in determining\nwhether a firm has met the sales level breakpoints for volume concessions.

Guggenheim Funds reserves the right to modify\nor terminate the volume concession program at any time. The sponsor may also pay to certain dealers an administrative fee for information\nor service used in connection with the distribution of trust units. Such amounts will be in addition to any concessions received for the\nsale of units.

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

Other Compensation and Benefits to Broker-Dealers.\nThe sponsor, at its own expense and out of its own profits, may provide additional compensation and benefits to broker-dealers\nwho sell shares of units of your trust and other Guggenheim products. This compensation is intended to result in additional sales of Guggenheim\nproducts and/or compensate broker-dealers and financial advisors for past sales. A number of factors are considered in determining whether\nto pay these additional amounts. Such factors may include, but are not limited to, the level or type of services provided by the intermediary,\nthe level or expected level of sales of Guggenheim products by the intermediary or its agents, the placing of Guggenheim products on a\npreferred or recommended product list, access to an intermediary’s personnel, and other factors.

The sponsor makes these payments for marketing,\npromotional or related expenses, including, but not limited to, expenses of entertaining retail customers and financial advisers, advertising,\nsponsorship of events or seminars, obtaining information about the breakdown of unit sales among an intermediary’s representatives\nor offices, obtaining shelf space in broker-dealer firms and similar activities designed to promote the sale of the sponsor’s products.\nThe sponsor may make such payments to many intermediaries that sell Guggenheim products. The sponsor may also make certain payments to,\nor on behalf of, intermediaries to defray a portion of their costs incurred for the purpose of facilitating unit sales, such as the costs\nof developing trading or purchasing trading systems to process unit trades.

Payments of such additional compensation,\nsome of which may be characterized as “revenue sharing,” may create an incentive for financial intermediaries and their agents\nto sell or recommend a Guggenheim product, including your trust, over products offered by other sponsors or fund companies. These arrangements\nwill not change the price you pay for your units.

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

We may gain or lose money when we hold units\nin the primary or secondary market due to fluctuations in unit prices. The gain or loss is

Understanding Your Investments 39

equal to the difference between the price we pay for units and\nthe price at which we sell or redeem them. We may also gain or lose money when we deposit securities to create units. For example, we\nlost the amounts set forth in your “Trust Portfolio” on the initial deposit of securities into your trust.

See “Purchase, Redemption and Pricing\nof Units” in Part B of the prospectus for additional information.

How to Sell Your Units

You can sell your units on any business day\nby contacting your financial professional or, in some cases, the trustee. Unit prices are available daily on the Internet at www.guggenheiminvestments.com\nor through your financial professional. We often refer to the sale price of units as the “liquidation price.” You\npay any remaining deferred sales fee when you sell or redeem your units. Certain broker-dealers may charge a transaction fee for processing\nunit redemptions or sale requests.

Until the end of the initial offering period\nor six months after the Inception Date, at the discretion of the sponsor, the price at which the trustee will redeem units and the price\nat which the sponsor may repurchase units include organization costs. After such period, the amount paid will not include such organization\ncosts. If units of a trust are redeemed prior to the deferred sales fee period, the entire deferred sales fee will be collected.

Selling Units. We do not\nintend to but may maintain a secondary market for units. This means that if you want to sell your units, we may buy them at the\ncurrent price which is based on their net asset value. We may then resell the units to other investors at the Public Offering Price\nor redeem them for the redemption price. Our secondary market repurchase price is generally the same as the redemption price.\nCertain broker-dealers might also maintain a secondary market in units. You should contact your financial professional for current\nunit prices to determine the best price available. We may discontinue our secondary market at any time without notice. Even if we do\nnot make a market, you will be able to redeem your units with the trustee on any business day for the current price.

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

If you redeem your units, the trustee will\ngenerally send you a payment for your units no later than two business days after it receives all necessary documentation. At the sponsor’s\ndiscretion, certain redemptions may be made by an in-kind distribution of the securities underlying the units in lieu of cash.

You can generally request an in-kind distribution\nof the securities underlying your units if you own units worth at least $25,000 or you originally paid at least that amount for your units,\nand you have held your units through the

40 Understanding Your Investments

end of the initial offering period. This option is generally available\nonly for securities traded and held in the United States and is not available within 30 business days of a trust’s termination.\nWe may modify or discontinue this option at any time without notice. If you request an in-kind distribution of the securities underlying\nunits of your trust, you will incur any distribution or service fees (Rule 12b-1 fees) applicable to those securities.

For more complete information regarding selling\nor redeeming your units, see “Purchase, Redemption and Pricing of Units” in Part B of the prospectus.

Distributions

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

•

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

•

receive distributions in cash.

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

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

In some cases, your trust might pay a special\ndistribution if it holds an excessive amount of principal pending distribution. For example, this could happen as a result of a merger\nor similar transaction involving a company whose security is in your portfolio. The amount of your distributions will vary from time to\ntime as companies change their dividends or default on interest payments, trust expenses change or as a result of changes in a trust’s\nportfolio.

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

Reports. The trustee will send\nyour financial professional a statement showing income and other receipts of your trust for each distribution. Each year the trustee will\nalso provide an annual report on your trust’s activity and certain tax information. Annual reports for 2022 and future years will\nnot be distributed by the trustee in paper form. The annual reports are posted to the sponsor’s website (www.guggenheiminvestments.com)\nin the UIT

Understanding Your Investments 41

Literature link and retrievable by CUSIP. You may also request\none be sent to you by calling the sponsor at 800-621-9944. You can request copies of security evaluations to enable you to complete your\ntax forms and audited financial statements for your trust, if available.

See “Administration of the Trust”\nin Part B of the prospectus for additional information.

Investment Risks

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

Investment strategy risk. The\ntrusts are exposed to additional risk due to their policy of investing in accordance with an investment strategy. Although a trust’s\ninvestment strategy is designed to achieve the trust’s investment objective, the strategy may not prove to be successful. The investment\ndecisions may not produce the intended results and there is no guarantee that the investment objective will be achieved.

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

•

General securities markets movements;

•

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

•

Changes in perceptions about an issuer or a sector;

•

Interest rates and inflation;

•

Governmental policies and litigation; and

•

Purchases and sales of securities by a trust.

Changes in legal, political, regulatory,\ntax and economic conditions may cause fluctuations in markets and securities prices, which could negatively impact the value of the trusts.\nAdditionally, events such as war, armed conflict, terrorism, natural and environmental disasters, the spread of infectious illnesses\nor other public health emergencies, recessions, economic sanctions, bank failures and political turbulence may adversely affect the economy,\nvarious markets and issuers. For example, the ongoing adversarial political climate in the United States, as well as political and diplomatic\nevents both domestic and abroad, have had and may continue to have an adverse impact on the U.S. regulatory landscape, international\ntrade relations, policies, markets and investor behavior, which could have a negative impact on the trust’s investments and operations.\nThe economies of the United States and its trading partners, as well as the financial markets generally, may be adversely impacted by\ntrade disputes, including the imposition of tariffs, and other matters. Ongoing armed conflicts between Russia and Ukraine in Europe\nand among the United States, Israel, Iran, Hamas, Hezbollah and other militant groups in the Middle East, have caused and could continue\nto cause significant market disruptions and volatility within the markets in Russia, Europe, the Middle East, the United States, and\nother nations. Such events may also disrupt global

42 Understanding Your Investments

trade and supply chains, increase sanctions and other governmental\nactions, and contribute to volatility in oil and natural gas markets. Advancements in technology may also adversely impact markets and\nthe overall performance of the trust. The complete economic impact of any such future event may be difficult or impossible to predict.

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

Closed-End Fund risk. The Diversified\nIncome Wave Trust and National Municipal Trust invest in Closed-End Funds. Closed-End Funds are subject to various risks, including management’s\nability to meet the Closed-End Fund’s investment objective and to manage the Closed-End Fund’s portfolio during periods of\nmarket turmoil and as investors’ perceptions regarding Closed-End Funds or their underlying investments change.

Shares of Closed-End Funds frequently trade\nat a discount from their net asset value in the secondary market. This risk is separate and distinct from the risk that the net asset\nvalue of Closed-End Fund shares may decrease. The amount of such discount from net asset value is subject to change from time to time\nin response to various factors. If your trust has to sell a Closed-End Fund when it is trading at a discount, the trust will receive a\nprice that is less than the Closed-End Fund’s net asset value.

Certain Closed-End Funds included in the trusts\nmay employ the use of leverage in their portfolios through the issuance of preferred stock. While leverage often serves to increase the\nyield of a Closed-End Fund, this leverage also subjects the Closed-End Fund to increased risks, including the likelihood of increased\nvolatility and the possibility that the Closed-End Fund’s common share income will fall if the dividend rate on the preferred shares\nor the interest rate on any borrowings rises. In addition, Closed-End Funds are subject to their own annual fees and expenses, including\na management fee. Such fees reduce the potential benefits associated with owning a Closed-End Fund and are in addition to your trust’s\nexpenses.

Utilities sector risk. The\nUS Low Volatility Trust invests significantly in the utilites sector. Companies in the utilities sector must contend with the following:\nfluctuating consumer demand; energy conservation; the imposition of rate caps; the difficulty in obtaining fuel at reasonable prices;\nthe difficulty of the capital market in absorbing utility debt; competition; price and supply fluctuations; international politics; interest\nrate fluctuations; taxes; and government regulation or deregulation. Increasing sensitivity to environmental concerns may pose challenges\nto utility companies over the coming decade.

Interest rate risk. Interest\nrate risk is the risk that the value of securities held by a Closed-End Fund in the Diversified Income Wave Trust or National Municipal\nTrust will decline in value because of a rise in interest rates. Generally, securities that pay fixed rates of return will increase in\nvalue when interest rates decline and decrease in value when interest rates rise. Typically, securities that pay fixed rates of return\nwith longer periods before maturity are more sensitive to interest rate changes. No one can predict whether interest rates will rise or\nfall in the future.

Credit and dividend payment risk. Credit\nrisk is the risk that an issuer of a security or a Closed-End Fund held by the Diversified Income Wave Trust or the National Municipal\nTrust is

Understanding Your Investments 43

unable or unwilling to make dividend interest and/or principal\npayments. High-yield or “junk” securities that are rated below investment-grade are generally more susceptible to credit risk\nthan investment-grade securities.

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

Security quality risk. Security\nquality risk is the risk that a reduction in a security’s rating may decrease its value, the value of a Closed-End Fund and the\nvalue of your investment in your trust. Securities ratings may be reduced at any time, including during the primary offering period of\nyour trust.

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

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

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

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

Dividends on certain of the Closed-End Funds\nin your trust may not qualify as “exempt-interest dividends,” which generally are excluded

44 Understanding Your Investments

from your gross income for federal income tax purposes. Some or\nall of the exempt-interest dividends, however, may be taken into account in determining the alternative minimum tax on individuals, and\nmay have other tax consequences (e.g., they may affect the amount of your social security benefits that are taxed). For tax years\nbeginning after December 31, 2022, exempt-interest dividends may affect the corporate alternative minimum tax for certain corporations.

High-yield securities risk. Certain\nClosed-End Funds held by the Diversified Income Wave Trust and National Municipal Trust invest in high-yield or “junk” securities.\nHigh-yield securities are subject to greater market fluctuations and risk of loss than securities with higher investment ratings. The\nvalue of these securities will decline significantly with increases in interest rates because an increase in rates generally decreases\nvalues. An economic slowdown, or a reduction in an issuer’s creditworthiness, may affect an issuer’s ability to make dividend\nor interest payments.

High-yield or “junk” securities,\nthe general names for securities rated below investment-grade, are frequently issued by corporations in the growth stage of their development\nor by established companies who are highly leveraged or whose operations or industries are depressed. Obligations rated below investment-grade\nshould be considered primarily speculative with respect to an issuer's ability to make principal and interest payments as these ratings\nindicate a quality of less than investment-grade. Because high-yield securities are generally subordinated obligations and are perceived\nby investors to be riskier than higher rated, senior securities, their prices tend to fluctuate more than higher rated securities and\nare affected by short-term credit developments to a greater degree.

The market for high-yield securities is smaller\nand less liquid than that for investment-grade securities. High-yield securities are generally not listed on a national securities exchange\nbut trade in the over-the-counter markets. Due to the smaller, less liquid market for high-yield securities, the bid-offer spread on such\nsecurities is generally greater than it is for investment-grade securities and the purchase or sale of such securities may take longer\nto complete and may include higher execution expenses.

Split-ratings risk. Certain\nClosed-End Funds held by the Diversified Income Wave Trust and National Municipal Trust may invest in split-rated securities. Split-rated\nsecurities are those securities that, at the time of investment, are rated below investment-grade by one rating agency, so long as at\nleast one other rating agency rates such securities within the four highest grades (i.e., investment-grade quality). This means\nthat a split-rated security may be regarded by one rating agency as having predominately speculative characteristics with respect to the\nissuer’s capacity to pay interest and repay principal, and accordingly subject to a greater risk of default. The prices of split-rated\nsecurities, in the view of one but not all rating agencies, may be more sensitive than securities without a split-rating to negative developments,\nsuch as a decline in the issuer’s revenues or a general economic downturn.

Common stock risk. The US Low\nVolatility Trust and certain Closed-End Funds held by the Diversified Income Wave Trust invest in common stocks. Common stocks represent\na proportional share of ownership in a company. Common stock prices fluctuate for several reasons including changes in investors’\nperceptions of the financial condition of an issuer, changes in the general condition of the relevant stock market, such as the market

Understanding Your Investments 45

volatility recently exhibited, or when political or economic events\naffect the issuers. Additional factors that may affect prices include changes in an issuer’s country, company, sector or industry.\nCommon stock prices may also be particularly sensitive to rising interest rates, as the cost of capital rises and borrowing costs increase.

Foreign securities risk. The\nUS Low Volatility Trust invests in U.S.-listed foreign securities and certain Closed-End Funds held by the Diversified Income Wave Trust\nhold foreign securities. Securities of foreign issuers present risks beyond those of domestic securities. The prices of foreign securities\ncan be more volatile than U.S. securities due to such factors as political, social and economic developments abroad, the differences between\nthe regulations to which U.S. and foreign issuers and markets are subject, the seizure by the government of company assets, excessive\ntaxation, withholding taxes on dividends and interest, limitations on the use or transfer of portfolio assets, and political or social\ninstability. Other risks include the following:

•

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

•

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

•

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

•

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

•

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

Emerging markets risk. Certain\nClosed-End Funds held by the Diversified Income Wave Trust invest in securities issued by companies headquartered or incorporated in countries\nconsidered to be emerging markets. Emerging markets are generally defined as countries with low per capita income in the initial stages\nof their industrialization cycles. These countries may have more unstable governments than developed countries and their economies may\nbe based on only a few industries. Because their financial markets may be very small, prices of financial instruments in emerging market\ncountries may be volatile and difficult to determine. Financial instruments of issuers in these countries may have lower overall liquidity\nthan those of issuers in more developed countries. Financial and other reporting by companies and government entities also may be less\nreliable or difficult to obtain in emerging market countries. In addition, foreign investors are subject to a variety of special restrictions\nin many emerging market countries. Shareholder claims and regulatory actions that are available in the U.S. may be difficult or impossible\nto pursue in emerging market countries. Risks of investing in developing or emerging countries also include the possibility of investment\nand

46 Understanding Your Investments

trading limitations, delays and disruptions in settlement transactions,\nmarket manipulation concerns, political uncertainties and dependence on international trade and development assistance. In addition, emerging\nmarket countries may be subject to overburdened infrastructures, obsolete financial systems and environmental problems. For these reasons,\ninvestments in emerging markets are often considered speculative.

Currency risk. Certain Closed-End\nFunds held by the Diversified Income Wave Trust include securities whose value is dependent on currency exchange rates. The U.S. dollar\nvalue of these securities will vary with fluctuations in foreign exchange rates. Most foreign currencies have fluctuated widely in value\nagainst the U.S. dollar for various economic and political reasons such as the activity level of large international commercial banks,\nvarious central banks, speculators, hedge funds and other buyers and sellers of foreign currencies.

Convertible securities risk. Certain\nClosed-End Funds held by the Diversified Income Wave Trust invest in convertible securities. Convertible securities generally offer lower\ninterest or dividend yields than non-convertible fixed-income securities of similar credit quality because of the potential for capital\nappreciation. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest\nrates decline. However, a convertible security’s market value also tends to reflect the market price of the common stock of the\nissuing company, particularly when that stock price is greater than the convertible security’s “conversion price.” The\nconversion price is defined as the predetermined price or exchange ratio at which the convertible security can be converted or exchanged\nfor the underlying common stock. As the market price of the underlying common stock declines below the conversion price, the price of\nthe convertible security tends to be increasingly influenced more by the yield of the convertible security. Thus, it may not decline in\nprice to the same extent as the underlying common stock. In the event of a liquidation of the issuing company, holders of convertible\nsecurities would be paid before that company’s common stockholders. Consequently, an issuer’s convertible securities generally\nentail less risk than its common stock. However, convertible securities fall below debt obligations of the same issuer in order of preference\nor priority in the event of a liquidation and are typically un-rated or rated lower than such debt obligations.

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

Mortgage-backed securities risk.\nCertain Closed-End Funds held by the Diversified Income Wave Trust invest in mortgage-backed securities. Mortgage-backed securities\nrepresent direct or indirect participations in, or are secured by and payable from, mortgage loans secured by real property and can include\nsingle- and multi-

Understanding Your Investments 47

class pass-through securities and collateralized mortgage obligations.\nMortgage-backed securities are based on different types of mortgages, including those on commercial real estate or residential properties.\nThese securities often have stated maturities of up to thirty years when they are issued, depending upon the length of the mortgages\nunderlying the securities. In practice, however, unscheduled or early payments of principal and interest on the underlying mortgages\nmay make the securities’ effective maturity shorter than this. Rising interest rates tend to extend the duration of mortgage-backed\nsecurities, making them more sensitive to changes in interest rates, and may reduce the market value of the securities. In addition,\nmortgage-backed securities are subject to prepayment risk, the risk that borrowers may pay off their mortgages sooner than expected,\nparticularly when interest rates decline. This can reduce the Closed-End Fund, and therefore the trust’s, returns because the Closed-End\nFund may have to reinvest that money at lower prevailing interest rates.

Master Limited Partnership risk. Certain\nClosed-End Funds held by the Diversified Income Wave Trust invest in MLPs. MLPs are limited partnerships or limited liability companies\nthat are taxed as partnerships and whose interests (limited partnership units or limited liability company units) are traded on securities\nexchanges like shares of common stock. An MLP consists of a general partner and limited partners. The general partner manages the partnership,\nhas an ownership stake in the partnership and is eligible to receive an incentive distribution. The limited partners provide capital to\nthe partnership, have a limited (if any) role in the operation and management of the partnership and receive cash distributions. The trust’s\ninvestment in Closed-End Funds that hold MLPs, which are required to distribute substantially all of their income to investors in order\nto not be subject to entity level taxation, often offer a yield advantage over other types of securities. Currently, most MLPs operate\nin the energy, natural resources or real estate sectors. Investments in MLP interests are subject to the risks generally applicable to\ncompanies in the energy and natural resources sectors, including commodity pricing risk, supply and demand risk, depletion risk and exploration\nrisk. There are certain tax risks associated with MLPs in which the Closed-End Funds in the trust may invest, including the risk that\nU.S. taxing authorities could challenge the trust’s treatment for federal income tax purposes of the MLPs in which the Closed-End\nFunds in the trust invest. These tax risks, and any adverse determination with respect thereto, could have a negative impact on the after-tax\nincome available for distribution by the MLPs and/or the value of the trust’s investments.

The benefit the trust derives from its investment\nin MLPs is largely dependent on their being treated as partnerships for federal income tax purposes. As a partnership, an MLP has no income\ntax liability at the entity level. If, as a result of a change in an MLP’s business, an MLP were treated as a corporation for federal\nincome tax purposes, such MLP would be obligated to pay federal income tax on its income at the applicable corporate tax rate. If an MLP\nwas classified as a corporation for federal income tax purposes, the amount of cash available for distribution with respect to its units\nwould be reduced and any such distributions received by the trust would be taxed entirely as dividend income if paid out of the earnings\nof the MLP. Therefore, treatment of an MLP as a corporation for federal income tax purposes would result in a material reduction in the\nafter-tax return to the trust, likely causing a substantial reduction in the value of the units of the trust.

Senior loan risk. Certain Closed-End\nFunds held by the Diversified Income Wave Trust

48 Understanding Your Investments

invest in senior loans. Senior loans in which the Closed-End Funds\ninvest:

•

generally are of below investment-grade or “junk” credit quality;

•

may be unrated at the time of investment;

•

may be floating-rate instruments in which the interest rate payable on the obligations fluctuates on a periodic basis based upon changes\nin the base lending rate;

•

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

•

generally are not listed on any securities exchange.

The amount of public information available\non senior loans generally will be less extensive than that available for other types of assets. The senior loans in which the Closed-End\nFunds invest generally are of below investment-grade or “junk” credit quality and therefore are speculative and are subject\nto greater market, credit and liquidity risks than investment-grade securities. Furthermore, senior loans are generally illiquid. Transactions\nin senior loans may take longer than seven days to settle which could affect the underlying Closed-End Funds' ability to manage the liquidity\nof their portfolios.

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

If legislation or state or federal regulators\nimpose additional requirements or restrictions on the ability of financial institutions to make loans that are considered highly leveraged\ntransactions, the availability of senior loans for investment by the Closed-End Funds may be adversely affected. In addition, such requirements\nor restrictions could reduce or eliminate sources of financing for certain borrowers. This would increase the risk of default. If legislation\nor federal or state regulators require financial institutions to dispose of senior loans that are considered highly leveraged transactions\nor subject such senior loans to increased regulatory scrutiny, financial institutions may determine to sell such senior loans. Such sales\ncould result in depressed prices. If a Closed-End Fund attempts to sell a senior loan at a time when a financial institution is engaging\nin such a sale, the price a Closed-End Fund could get for the senior loan may be adversely affected.

Some senior loans are subject to the risk\nthat a court, pursuant to fraudulent conveyance or

Understanding Your Investments 49

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

Certain senior loans in which a Closed-End\nFund may invest are subject to rates that are tied to an interest rate. Historically, many senior loans were tied to the London Interbank\nOffered Rate (“LIBOR”). Since June 30, 2023, LIBOR settings have ceased to be published on a representative basis.\nCertain replacement rates have been identified and other replacement rates could be adopted by market participants. It is not possible\nto predict the effect of any replacement rates. Any potential effects of the transition away from LIBOR on certain instruments in which\na Closed-End Fund invests can be difficult to ascertain, and they may vary depending on factors that include, but are not limited to:\n(i) existing fallback or termination provisions in individual contracts and (ii) whether, how, and when industry participants develop\nand adopt new reference rates and fallbacks for both legacy and new products and instruments. Any effects of the transition away from\nLIBOR, as well as other unforeseen effects, could result in losses to a Closed-End Fund holding senior loans.

Floating-rate securities risk. Certain\nClosed-End Funds held by the Diversified Income Wave Trust invest in securities that are structured as floating-rate instruments in which\nthe interest rate payable on the obligations fluctuates on a periodic basis based upon changes in a base lending rate. As a result, the\nyield on these securities will generally decline in a falling interest rate environment, causing the Closed-End Funds to experience a\nreduction in the income they receive from these securities. A sudden and significant increase in market interest rates may increase the\nrisk of payment defaults and cause a decline in the value of these investments and the value of the Closed-End Funds held by the trust.\nAdditionally, floating-rate instruments are generally illiquid.

Many of the floating-rate securities in\nwhich a Closed-End Fund may invest are subject to rates that are tied to an interest rate. Historically, many floating-rate securities\nwere tied to the London Interbank Offered Rate (“LIBOR”). Since June 30, 2023, LIBOR settings have ceased to be published\non a representative basis. Certain replacement rates have been identified and other replacement rates could be adopted by market participants.\nIt is not possible to predict the effect of any replacement rates. Any potential effects of the transition away from LIBOR on certain\ninstruments in which a Closed-End Fund invests can be difficult to ascertain, and they may vary depending on factors that include, but\nare not limited to: (i) existing fallback or termination provisions in individual contracts and (ii) whether, how, and when industry\nparticipants develop and adopt new reference rates and fallbacks for both legacy and new products and instruments. Any effects of the\ntransition away from LIBOR, as well as other unforeseen effects, could result in losses to a Closed-End Fund holding floating-rate securities.

Real Estate Sector and REIT risk.\nThe US Low Volatility Trust invests significantly in the real estate sector and invests in REITs. As a result, the factors that\nimpact the real estate

50 Understanding Your Investments

sector will likely have a greater effect on the US Low Volatility\nTrust than on more broadly diversified trusts. Certain Closed-End Funds held by the Diversified Income Wave Trust invest in REITs. A\nREIT is a company that buys, develops, finances and/or manages income-producing real estate. Such securities may concentrate their investments\nin specific geographic areas or in specific property types, such as hotels, shopping malls, residential complexes and office buildings.\nThe value of the real estate securities and the ability of such securities to distribute income may be adversely affected by several\nfactors, including: rising interest rates; changes in the global and local economic climate and real estate conditions; perceptions of\nprospective tenants of the safety, convenience and attractiveness of the properties; the ability of the owner to provide adequate management,\nmaintenance and insurance; the cost of complying with the Americans with Disabilities Act; increased competition from new properties;\nthe impact of present or future environmental legislation and compliance with environmental laws; changes in real estate taxes and other\noperating expenses; adverse changes in governmental rules and fiscal policies; adverse changes in zoning laws; declines in the value\nof real estate; the downturn in the subprime mortgage lending market in the United States; conditions caused by the spread of public\nhealth crises; and other factors beyond the control of the issuer of the security. REITs must comply with complex requirements under\nfederal tax law to obtain and maintain their status as a REIT; if a REIT fails to comply with these requirements it is possible that\nthe REIT could lose its status as a REIT and / or become subject to additional taxes, which may adversely affect the value of the trust’s\ninvestments.

Small-capitalization and/or mid-capitalization\ncompany risk. Certain Closed-End Funds held by the trusts may include securities issued by small-capitalization and/or mid-capitalization\ncompanies. These securities customarily involve more investment risk than large-capitalization companies. These additional risks are\ndue in part to the following factors. Small-capitalization and mid-capitalization companies may:

•

Have limited product lines, markets or financial resources;

•

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

•

Have less publicly available information;

•

Lack management depth or experience;

•

Be less liquid;

•

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

•

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

Limited liquidity and volatility risk.\nThe markets for fixed-income securities, such as those held by certain Closed-End Funds held by the Diversified Income Wave Trust,\nmay experience periods of illiquidity and volatility. General market uncertainty and consequent repricing risk have led to market imbalances\nof sellers and buyers, which in turn have resulted in significant valuation uncertainties in a variety of fixed-income securities. These\nconditions resulted, and in many cases continue to result in, greater volatility, less liquidity, widening credit spreads and a lack of\nprice transparency, with many debt securities remaining illiquid and of

Understanding Your Investments 51

uncertain value. These market conditions may make valuation of\nsome of the securities held by a Closed-End Fund uncertain and/or result in sudden and significant valuation increases or declines in\nits holdings. In addition, illiquidity and volatility in the credit markets may directly and adversely affect the setting of dividend\nrates on the shares of the Closed-End Funds.

Litigation and legislation risk. Your\ntrust is also subject to litigation and legislation risk. From time to time, various legislative initiatives are proposed in the United\nStates and abroad which may have a negative impact on certain issuers represented in your trust. In addition, litigation regarding any\nof the issuers of the securities or of the sectors represented by these issuers, may raise potential bankruptcy concerns and may negatively\nimpact the share prices of these securities. We cannot predict what impact any pending or threatened litigation or any bankruptcy concerns\nwill have on the prices of the securities.

Cybersecurity risk. The trusts\nmay be susceptible to potential risks through breaches in cybersecurity. A breach in cybersecurity refers to both intentional and unintentional\nevents that may cause a trust to lose proprietary information, suffer data corruption or lose operational capacity. Such events could\ncause the sponsor of a trust to incur regulatory penalties, reputational damage, additional compliance costs associated with corrective\nmeasures and/or financial loss. Cybersecurity breaches may involve unauthorized access to digital information systems utilized by a trust\nthrough “hacking” or malicious software coding, but may also result from outside attacks such as denial-of-service attacks\nthrough efforts to make network services unavailable to intended users. In addition, cybersecurity breaches of a trust’s third-party\nservice providers, or issuers in which the trust invests, can also subject the trust to many of the same risks associated with direct\ncybersecurity breaches. The sponsor of the trusts and third-party service providers have established risk management systems designed\nto reduce the risks associated with cybersecurity. However, there is no guarantee that such efforts will succeed, especially because the\ntrusts do not directly control the cybersecurity systems of issuers or third-party service providers.

Operational and service provider risk.\nThe trusts are subject to risks arising from various operational factors and their service providers. Operational factors include,\nbut not limited to, human error, processing and communication errors, errors of a trust’s service providers, counterparties or other\nthird-parties, failed or inadequate processes and technology or systems failures. Additionally, the trusts may be subject to the risk\nthat a service provider may not be willing or able to perform their duties as required or contemplated by their agreements with the trusts.\nAlthough the trusts seek to reduce these operational risks through controls and procedures, there is no way to completely protect against\nsuch risks.

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

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

See “Risk Factors” in Part B of\nthe prospectus for additional information.

How the Trust Works

Your Trust. Your trust is a\nunit investment trust registered under the Investment Company

52 Understanding Your Investments

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

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

•

to pay expenses,

•

to issue additional units or redeem units,

•

in limited circumstances to protect a trust,

•

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

•

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

•

as permitted by the trust agreement.

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

Your trust will generally reject any offer\nfor securities or property other than cash in exchange for the securities in its portfolio. However, if a public tender offer has been\nmade for a security or a merger or acquisition has been announced affecting a security, your trust may either sell the security or accept\na tender offer for cash if the supervisor determines that the sale or tender is in the best interest of unitholders. The trustee will\ndistribute any cash proceeds to unitholders. If your trust receives securities or property other than cash, it may either hold the securities\nor property in its portfolio or sell the securities or property and distribute the proceeds. For example, this could happen in a merger\nor similar transaction.

Only the trustee may vote the shares of the\nClosed-End Funds held in your trust. The trustee will vote the shares in the same general proportion as the shares held by other shareholders\nof each Closed-End Fund.

We will increase the size of your trust as\nwe sell units. When we create additional units, we will seek to replicate the existing portfolio. In certain cases, the trustee may need\nadditional time to acquire the securities necessary to create units and consequently, your trust may not be fully invested at all times,\nwhich may impact a trust’s performance. When your trust buys securities, it will pay brokerage or other acquisition fees. You could\nexperience a dilution of your investment because of these fees and fluctuations in security prices between the time we create units and\nthe time your trust buys the securities. When your trust buys or sells securities, we, acting in an agency capacity, may direct that the\ntrust places orders with and pays brokerage commissions to brokers that sell units or are affiliated with your trust. We will not

Understanding Your Investments 53

select firms to handle these transactions on the basis of their\nsale of units of a trust or any other products sponsored by us. We cannot guarantee that a trust will keep its present size and composition\nfor any length of time.

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

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

See “Administration of the Trust”\nin Part B of the prospectus for additional information.

General Information

Guggenheim Funds. Guggenheim\nFunds Distributors, LLC specializes in the creation, development and distribution of investment solutions for advisors and their valued\nclients. We operate as a subsidiary of Guggenheim Partners, LLC.

During our history we have been active in\npublic and corporate finance, have underwritten closed-end funds and have distributed bonds, mutual funds, closed-end funds, exchange-traded\nfunds, structured products and unit trusts in the primary and secondary markets. We are a registered broker-dealer and member of the Financial\nIndustry Regulatory Authority (FINRA). If we fail to or cannot perform our duties as sponsor or become bankrupt, the trustee may replace\nus, continue to operate your trust without a sponsor, or terminate your trust. You can contact us at 227 W. Monroe Street, Chicago, Illinois\n60606 or by using the contacts listed on the back cover of this prospectus. Guggenheim Funds personnel may from time to time maintain\na position in certain securities held by your trust.

Guggenheim Funds and your trust have adopted\na code of ethics requiring Guggenheim Funds’ employees who have access to information on trust transactions to report personal securities\ntransactions. The purpose of the code is to avoid potential conflicts of interest and to prevent fraud, deception or misconduct with respect\nto your trust.

See “Administration of the Trust”\nin Part B of the prospectus for additional information.

The Trustee. The Bank of New\nYork Mellon is the trustee of your trust. It is a trust company organized under New York law. You can contact the trustee by calling the\ntelephone number on the back cover of this prospectus or write to Unit Investment Trust Division, 240 Greenwich Street, 22W Floor, New\nYork, NY 10286. We may remove and replace the trustee in some cases without your consent. The trustee may also resign by notifying the\nsponsor and investors.

See “Administration of the Trust”\nin Part B of the prospectus for additional information.

Expenses

Your trust will pay various expenses to conduct\nits operations. The “Investment

54 Understanding Your Investments

Summary” section of this prospectus shows the estimated amount\nof these expenses.

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

Your trust will pay a fee to the sponsor for\ncreating and developing your trust, including determining the trust’s objective, policies, composition and size, selecting service\nproviders and information services, and for providing other similar administrative and ministerial functions. Your trust pays this “creation\nand development fee” of $0.05 per unit from the assets of your trust as of the close of the initial public offering period. The\nsponsor does not use the fee to pay distribution expenses or as compensation for sales efforts.

Your trust will also pay its general operating\nexpenses, including any licensing fees. Your trust may also pay expenses such as trustee expenses (including legal and auditing expenses),\norganization expenses, various governmental charges, fees for extraordinary trustee services, costs of taking action to protect your trust,\ncosts of indemnifying the trustee and Guggenheim Funds, legal fees and expenses, expenses incurred in contacting you and costs incurred\nto reimburse the trustee for advancing funds to meet distributions. Your trust may pay the costs of updating its registration statement\neach year. The trustee may sell securities to pay trust expenses.

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

See “Expenses of the Trust” in\nPart B of the prospectus for additional information.

Understanding Your Investments 55

Report of Independent Registered Public\nAccounting Firm

Sponsor and Unitholders
\nGuggenheim Defined Portfolios, Series 2638
\n
\nOpinion on the financial statements

We have audited the accompanying statements\nof financial condition, including the trust portfolio on pages 11, 12, 20, 21, 33 and 34 of Guggenheim Defined Portfolios, Series 2638\n(the “Trust”) as of November 4, 2026, the initial date of deposit, and the related notes (collectively referred to as the\n“financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial\nposition of the Trust as of November 4, 2026, in conformity with accounting principles generally accepted in the United States of America.

Basis for opinion

These financial statements are the responsibility\nof Guggenheim Funds Distributors, LLC, the Sponsor. Our responsibility is to express an opinion on the Trust’s financial statements\nbased on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)\nand are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules\nand regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with\nthe standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the\nfinancial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we\nengaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding\nof internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Trust’s\ninternal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures\nto assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that\nrespond to those risks. Such procedures included examining, on a test basis, evidence supporting the amounts and disclosures in the financial\nstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well\nas evaluating the overall presentation of the financial statements. Our procedures included confirmation of cash or irrevocable letter\nof credit deposited for the purchase of securities as shown in the statements of financial condition as of November 4, 2026 by correspondence\nwith The Bank of New York Mellon, Trustee. We believe that our audits provide a reasonable basis for our opinion.

/s/ Grant Thornton LLP

We have served as the auditor of one or\nmore of the unit investment trusts, sponsored by Guggenheim Funds Distributors, LLC and its predecessor since 2002.

Chicago, Illinois
\nNovember 4, 2026

56 Understanding Your Investments


Guggenheim\n Defined Portfolios, Series 2638
Statements\n of Financial Condition
as\n of the Inception Date, November 4, 2026
	Diversified	National	US\n Low
	Income\n Wave	Municipal	Volatility
*Investment\n in securities*	Trust	Trust	Trust
Contracts\n to purchase underlying securities
backed\n by letter of credit (1)(2)	$\n 149,966	$\n 149,995	$\n 150,383
	$\n 149,966	$\n 149,995	$\n 150,383
*Liabilities\n and interest of unitholders*
Liabilities:
Organization\n costs (3)	$\n 366	$\n 154	$\n 1,105
Creation\n and development fee (6)	750	750	752
Deferred\n sales fee (4)	2,025	3,375	2,030
	3,141	4,279	3,887
Interest\n of unitholders:
Cost\n to unitholders (5)	149,966	149,995	150,383
Less:\n initial sales fee (4)	–	–	–
Less:\n organization costs, C&D and deferred
sales\n fees (3)(4)(5)(6)	3,141	4,279	3,887
Net\n interest of unitholders	146,825	145,716	146,496
Total	$\n 149,966	$\n 149,995	$\n 150,383
Number\n of units	14,997	15,000	15,038
Net\n Asset Value per Unit	$\n 9.791	$\n 9.715	$\n 9.742

(1)

Aggregate cost of the securities is based on the closing sale price, generally the last business day prior to the trust inception\ndate.

(2)

A letter of credit has been deposited with The Bank of New York Mellon, trustee, covering the funds necessary for the purchase of\nthe securities in the Diversified Income Wave Trust, the National Municipal Trust and the US Low Volatility Trust, represented by purchase\ncontracts.

(3)

A portion of the Public Offering Price represents an amount sufficient\n to pay for all or a portion of the costs incurred in establishing the trusts. These costs\n have been estimated at $2.438, $1.027 and $7.346 per 100 units of the Diversified Income\n Wave Trust, the National Municipal Trust and the US Low Volatility Trust, respectively. A\n distribution will be made as of the close of the initial offering period or six months after\n the initial date of deposit (at the discretion of the sponsor) to an account maintained by\n the trustee from which this obligation of the investors will be satisfied. Organization costs\n will not be assessed to units that are redeemed prior to the close of the initial offering\n period or six months after the initial date of deposit (at the discretion of the sponsor).\n To the extent that actual organization costs are greater than the estimated amount, the sponsor\n has agreed to cap the organization costs so that not more than $8.00 per 100 units of a trust\n will be deducted from the assets of a trust.

Refer to following page for additional footnotes.

Understanding Your Investments 57

(4)

The aggregate cost to unitholders includes a maximum sales fee, which consists of an initial sales fee, if applicable, a deferred\nsales fee and a creation and development fee. If units are purchased after the first deferred sales fee has been assessed or if the price\nyou pay for your units exceeds $10 per unit, an initial sales fee is charged, which is equal to the difference between the maximum sales\nfee and the sum of the remaining deferred sales fee and the creation and development fee. On the Inception Date, the maximum sales fee\nis 1.85% of the Public Offering Price for the Diversified Income Wave Trust and US Low Volatility Trust and 2.75% of the Public Offering\nPrice for the National Municipal Trust (equivalent to 1.85% of the net amount invested for the Diversified Income Wave Trust and US Low\nVolatility Trust and 2.75% of the net amount invested for the National Municipal Trust. The deferred sales fee is equal to $0.135 per\nunit for the Diversified Income Wave Trust and US Low Volatility Trust and $0.225 per unit for the National Municipal Trust.

(5)

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

(6)

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

58 Understanding Your Investments

GUGGENHEIM DEFINED PORTFOLIOS
\n
\nGUGGENHEIM PORTFOLIO PROSPECTUS
\n
\nPART B DATED NOVEMBER 4, 2026

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

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


Contents

General Information	2
Investment Policies	2
Risk Factors	3
Administration of the Trust	22
Expenses of the Trust	28
Portfolio Transactions and Brokerage Allocation	29
Purchase, Redemption and Pricing of Units	29
Taxes	34
Experts	38
Description of Ratings	38

General Information

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

When your trust was created, the sponsor delivered\nto the trustee securities or contracts for the purchase thereof for deposit in the trust and the trustee delivered to the sponsor documentation\nevidencing the ownership of units of the trust. After your trust is created, the sponsor may deposit additional securities in the trust,\ncontracts to purchase additional securities along with cash (or a bank letter of credit in lieu of cash) to pay for such contracted securities\nor cash (including a letter of credit) with instructions to purchase additional securities. Such additional deposits will be in amounts\nwhich will seek to replicate, as closely as practicable, the portfolio immediately prior to such deposits. If the sponsor deposits cash,\nexisting and new investors may experience a dilution of their investments and a reduction in their anticipated income because of fluctuations\nin the prices of the securities between the time of the cash deposit and the purchase of the securities and because the trust will pay\nthe associated brokerage fees.

A trust consists of (i) the securities listed\nunder “Trust Portfolio” in the prospectus as may continue to be held from time to time in the trust; (ii) any additional securities\nacquired and held by the trust pursuant to the provisions of the trust agreement; and (iii) any cash held in the accounts of the trust.\nNeither the sponsor nor the trustee shall be liable in any way for any failure in any of the securities. However, should any contract\nfor the purchase of any of the securities initially deposited in a trust fail, the sponsor will, unless substantially all of the moneys\nheld in the trust to cover such purchase are reinvested in substitute securities in accordance with the trust agreement, refund the cash\nand sales charge attributable to such failed contract to all unitholders on the next distribution date.

Investment Policies

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

Unitholders will not be able to dispose of\nor vote any of the securities in a trust. As the holder of the securities, the trustee will vote the securities and will endeavor to vote\nthe securities such that the securities are voted as closely as possible in the same manner and the same general proportion as are the\nsecurities held by owners other than such trust. However, the trustee may not be able to vote the securities in a trust that are traded\non foreign exchanges.

The trust agreement provides that the sponsor\nmay (but need not) direct the trustee to dispose of a security in certain events such as the issuer having defaulted on the payment on\nany of its outstanding obligations, the issuer having qualified as a passive foreign investment company under the Internal Revenue Code\nor the price of a security has declined to such an extent or other such credit factors exist so that in the opinion of the sponsor the\nretention of such securities would be detrimental to the trust. If a public tender offer has been made for a security or a merger or acquisition\nhas been announced affecting a security, the trustee may either sell the security or accept a tender offer for cash if the supervisor\ndetermines that the sale or tender is in the best interest of unitholders. The trustee will distribute any cash proceeds to unitholders.\nPursuant to the trust agreement and with limited exceptions, the trustee may sell any securities or other properties acquired in exchange\nfor securities such as those acquired in connection with a merger or other transaction. If offered such new or exchanged securities or\nproperty other than cash, the trustee shall reject the offer. However, in the event such securities or property are nonetheless acquired\nby the trust, they may be accepted for deposit in a trust and either sold by the trustee or held in a trust pursuant to the direction\nof the sponsor. Proceeds from the sale of securities (or any securities or other property received by the trust in exchange for securities)\nare credited to the Capital Account for distribution to unitholders or to meet redemptions.

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

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

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

Risk Factors

Stocks. An investment in units\nof a trust should be made with an understanding of the risks inherent in an investment in equity securities, including the risk that the\nfinancial condition of issuers of the securities may become impaired or that the general condition of the stock market may worsen (both\nof which may contribute directly to a decrease in the value of the securities and thus, in the value of the units) or the risk that holders\nof common stock have a right to receive payments from the issuers of those stocks that is generally inferior to that of creditors of,\nor holders of debt obligations issued by, the issuers and that the rights of holders of common stock generally rank inferior to the rights\nof holders of preferred stock. You could lose some or all of your investment in the trust. Common stocks are especially susceptible to\ngeneral

stock market movements and to volatile increases and decreases\nin value as market confidence in and perceptions of the issuers change. These perceptions are based on unpredictable factors including\nexpectations regarding government, economic, monetary and fiscal policies, inflation and interest rates, economic expansion or contraction,\nand global or regional political, economic or banking crises.

Holders of common stock incur more risk than\nthe holders of preferred stocks and debt obligations because common stockholders, as owners of the entity, have generally inferior rights\nto receive payments from the issuer in comparison with the rights of creditors of, or holders of debt obligations or preferred stock issued\nby the issuer. Holders of common stock of the type held by a trust have a right to receive dividends only when and if, and in the amounts,\ndeclared by the issuer’s board of directors and to participate in amounts available for distribution by the issuer only after all\nother claims on the issuer have been paid or provided for. By contrast, holders of preferred stock have the right to receive dividends\nat a fixed rate when and as declared by the issuer’s board of directors, normally on a cumulative basis, but do not participate\nin other amounts available for distribution by the issuing corporation. Cumulative preferred stock dividends must be paid before common\nstock dividends and any cumulative preferred stock dividend omitted is added to future dividends payable to the holders of cumulative\npreferred stock. Preferred stocks are also entitled to rights on liquidation which are senior to those of common stocks. Moreover, common\nstocks do not represent an obligation of the issuer and therefore do not offer any assurance of income or provide the degree of protection\nof capital debt securities. Indeed, the issuance of debt securities or even preferred stock will create prior claims for payment of principal,\ninterest, liquidation preferences and dividends which could adversely affect the ability and inclination of the issuer to declare or pay\ndividends on its common stock or the rights of holders of common stock with respect to assets of the issuer upon liquidation or bankruptcy.\nFurther, unlike debt securities which typically have a stated principal amount payable at maturity (whose value, however, will be subject\nto market fluctuations prior thereto), common stocks have neither a fixed principal amount nor a maturity and have values which are subject\nto market fluctuations for as long as the stocks remain outstanding. The value of the securities in a portfolio thus may be expected to\nfluctuate over the entire life of a trust to values higher or lower than those prevailing at the time of purchase.

The sponsor’s buying and selling of\nthe securities, especially during the initial offering of units of the trust or to satisfy redemptions of units may impact upon the value\nof the underlying securities and the units. The publication of the list of the securities selected for the trust may also cause increased\nbuying activity in certain of the stocks comprising the portfolio. After such announcement, investment advisory and brokerage clients\nof the sponsor and its affiliates may purchase individual securities appearing on the list during the course of the initial offering period\nor may purchase warrants issued by the sponsor or its affiliates which are based on the performance of the securities on the list. The\nsponsor or its affiliates may also purchase securities as a hedge against its risk on the warrants (although generally the sponsor and\nits affiliates will not purchase securities for their own account until after the trust portfolio has been acquired). Such buying activity\nin the stock of these companies or issuance of the warrants prior to the purchase of the securities by the trust may cause the trust to\npurchase stocks at a higher price than those buyers who effect purchases by the trust.

Fixed Portfolio. Investors should\nbe aware that the trust is not “managed” and as a result, the adverse financial condition of a company will not result in\nthe elimination of its securities from the portfolio of the trust except under extraordinary circumstances. Investors should note in particular\nthat the securities were

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

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

Certain of the Closed-End Funds included in\na trust may employ the use of leverage in their portfolios through the issuance of preferred stock. While leverage often serves to increase\nthe yield of a Closed-End Fund, this leverage also subjects the Closed-End Fund to increased risks, including the likelihood of increased\nvolatility and the possibility that the Closed-End Fund’s common share income will fall if the dividend rate on the preferred shares\nor the interest rate on any borrowing rises.

Exchange-Traded Fund Risks. If\nset forth in Part A of the prospectus, a trust may invest in the common stock of exchange-traded funds (“ETFs”). ETFs\nare investment pools that hold other securities. ETFs are either open-end management investment companies or unit investment trusts registered\nunder the Investment Company Act of 1940. Unlike typical open-end funds or unit investment trusts, ETFs generally do not sell or redeem\ntheir individual shares at net asset value. In addition, securities exchanges list ETF shares for trading, which allows investors to purchase\nand sell individual ETF shares at current market prices throughout the day. ETFs therefore possess characteristics of traditional open-end\nfunds and unit investment trusts, which issue redeemable shares, and of corporate common stocks or closed-end funds, which generally issue\nshares

that trade at negotiated prices on securities exchanges and are\nnot redeemable. ETFs are subject to various risks, including management’s ability to meet the fund’s investment objective.\nThe underlying ETF has management and operating expenses. You will bear not only your share of the trust’s expenses, but also the\nexpenses of the underlying ETF. By investing in an ETF, the trust incurs greater expenses than you would incur if you invested directly\nin the ETF.

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

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

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

Fixed-rate bonds. Municipal bonds are\nsubject to the risk that the value of such municipal bonds (and, therefore, of the units) will decline with increases in interest rates\nor a decrease in the federal or state (if applicable) income tax rate. Inflation and economic recession are two of the major factors,\namong others, which contribute to fluctuations in interest rates and the values of fixed-rate municipal bonds.

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

“When issued” and “delayed\ndelivery” bonds. Certain municipal bonds have been purchased by the sponsor or issuers of the securities in a trust on a “when\nissued” basis. Municipal bonds purchased on a “when issued” basis have not yet been issued by their governmental entity\non the initial date of deposit (although such governmental entity had committed to issue such municipal bonds). In the case of these and/or\ncertain other municipal bonds, the delivery of the municipal bonds may be delayed (“delayed delivery”) or

may not occur. The effect of a trust containing “delayed\ndelivery” or “when issued” municipal bonds is that unitholders who purchased their units prior to the date such municipal\nbonds are actually delivered to the trustee may have to make a downward adjustment in the tax basis of their units. Such downward adjustment\nmay be necessary to account for interest accruing on such “when issued” or “delayed delivery” municipal bonds\nduring the time between their purchase of units and delivery of such municipal bonds to a trust.

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

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

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

Appropriations bonds. Certain municipal\nbonds may be municipal bonds that are, in whole or in part, subject to and dependent upon either the governmental entity making appropriations\nfrom time to time or the continued existence of special temporary taxes which require legislative action for their reimposition. The availability\nof any appropriation is subject to the willingness or ability of the governmental entity to continue to make such special appropriations\nor to reimpose such special taxes. The obligation to make lease payments exists only to the extent of the monies available to the governmental\nentity therefor, and no liability is incurred by the governmental entity beyond the monies so appropriated. Once an annual appropriation\nis made, the governmental entity’s obligation to make lease rental payments is absolute and unconditional regardless of any circumstances\nor occurrences which might arise. In the event of non-appropriation, certificateholders’ or bondowners’ sole remedy (absent\ncredit enhancement) generally is limited to repossession of the collateral for resale or releasing. In the event of non-appropriation,\nthe sponsor may instruct the trustee to sell such municipal bonds.

Industrial development revenue bonds (“IDRs”).\nIDRs, including pollution control revenue bonds, are tax-exempt securities issued by states, municipalities, public authorities or\nsimilar entities to finance the cost of acquiring, constructing or improving various projects. These projects are usually operated by\ncorporate entities. IDRs are not general obligations of governmental entities backed by their taxing power. Issuers are

only obligated to pay amounts due on the IDRs to the extent that\nfunds are available from the unexpended proceeds of the IDRs or receipts or revenues of the issuer. Payment of IDRs is solely dependent\nupon the creditworthiness of the corporate operator of the project or corporate guarantor. Such corporate operators or guarantors that\nare industrial companies may be affected by many factors which may have an adverse impact on the credit quality of the particular company\nor industry.

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

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

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

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

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

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

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

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

Moral obligation bonds. Certain bonds\nmay be “moral obligation” bonds. If an issuer of moral obligation bonds is unable to meet its obligations, the repayment of\nthe bonds becomes a moral commitment but not a

legal obligation of the state or municipality in question. Thus,\nsuch a commitment generally requires appropriation by the state legislature and accordingly does not constitute a legally enforceable\nobligation of debt of the state. The agencies or authorities generally have no taxing power.

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

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

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

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

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

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

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

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

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

Liquidity. Whether or not the\nsecurities are listed on a national securities exchange, the principal trading market for the securities may be in the over-the-counter\nmarket. As a result, the existence of a liquid trading market for the securities may depend on whether dealers will make a market in the\nsecurities. There can be no assurance that a market will be made for any of the securities, that any market for the securities will be\nmaintained or of the liquidity of the securities in any markets made. In addition, a trust is restricted under

the Investment Company Act of 1940 from selling securities to the\nsponsor. The price at which the securities may be sold to meet redemptions and the value of a trust will be adversely affected if trading\nmarkets for the securities are limited or absent.

Additional Deposits. The trust\nagreement authorizes the sponsor to increase the size of a trust and the number of units thereof by the deposit of additional securities,\nor cash (including a letter of credit) with instructions to purchase additional securities, in such trust and the issuance of a corresponding\nnumber of additional units. If the sponsor deposits cash, existing and new investors may experience a dilution of their investments and\na reduction in their anticipated income because of fluctuations in the prices of the securities between the time of the cash deposit and\nthe purchase of the securities and because a trust will pay the associated brokerage fees. To minimize this effect, the trusts will attempt\nto purchase the securities as close to the evaluation time or as close to the evaluation prices as possible.

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

Litigation and Legislation. At\nany time litigation may be initiated on a variety of grounds, or legislation may be enacted with respect to the securities in a trust\nor the issuers of the securities. There can be no assurance that future litigation or legislation will not have a material adverse effect\non the trust or will not impair the ability of issuers to achieve their business goals.

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

Companies in the financial sector include\nregional and money center banks, securities brokerage firms, asset management companies, savings banks and thrift institutions, specialty\nfinance companies (e.g., credit card, mortgage providers), insurance and insurance brokerage firms, consumer finance firms, financial\nconglomerates, foreign banking and financial companies.

Financial companies are subject to extensive\ngovernmental regulation which limits their activities and may affect their ability to earn a profit from a given line of business. Government\nregulation may change frequently and may have significant adverse consequences for companies in the financial sector, including

effects not intended by the regulation. New legislation and regulatory\nchanges could cause business disruptions, result in significant loss of revenue, limit financial firms’ ability to pursue business\nopportunities, impact the value of business assets and impose additional costs that may adversely affect business. There can be no assurance\nas to the actual impact these laws and their implementing regulations, or any other governmental program, will have on any individual\nfinancial company or on the financial markets as a whole. Companies in the financial sector may also be the targets of hacking and potential\ntheft of proprietary or customer information or disruptions in service, which could have a material adverse effect on their businesses.

Banks, thrifts and their holding companies\nare especially subject to the adverse effects of economic recession; volatile interest rates; portfolio concentrations in geographic markets,\nin commercial and residential real estate loans or any particular segment or industry; and competition from new entrants in their fields\nof business. Banks and thrifts are highly dependent on net interest margin. Banks and thrifts traditionally receive a significant portion\nof their revenues from consumer mortgage fee income as a result of activity in mortgage and refinance markets.

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

The statutory requirements applicable to and\nregulatory supervision of banks, thrifts and their holding companies have increased significantly and have undergone substantial change\nin the recent past.

The Securities and Exchange Commission and\nthe Financial Accounting Standards Board (“FASB”) require the expanded use of market value accounting by banks and\nhave imposed rules requiring mark-to-market accounting for investment securities held in trading accounts or available for sale. Adoption\nof additional such rules may result in increased volatility in the reported health of the industry, and mandated regulatory intervention\nto correct such problems. Accounting Standards Codification 820, “Fair Value Measurements and Disclosures” changed the requirements\nof mark-to-market accounting and determining fair value when the volume and level of activity for the asset or liability has significantly\ndecreased. These changes and other potential changes in financial accounting rules and valuation techniques may have a significant impact\non the banking and financial services industries in terms of accurately pricing assets or liabilities. Additional legislative and regulatory\nchanges may be forthcoming. For example, there have been changes to the Community Reinvestment Act and fair lending laws, rules and regulations,\nand there can be no certainty as to the effect, if any, that such changes would have on the securities in a trust’s portfolio. In\naddition, from time to time the deposit insurance system is reviewed by Congress and federal regulators, and

proposed reforms of that system could, among other things, further\nrestrict the ways in which deposited moneys can be used by banks or change the dollar amount or number of deposits insured for any depositor.\nThe sponsor makes no prediction as to what, if any, manner of bank and thrift regulatory actions might ultimately be adopted or what ultimate\neffect such actions might have on a trust’s portfolio.

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

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

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

Additionally, government intervention has\nrequired many financial institutions to become bank holding companies under the BHC Act. Under the system of functional regulation established\nunder the BHC Act, the FRB supervises bank holding companies as an umbrella regulator. The BHC Act and regulations generally restrict\nbank holding companies from engaging in business activities other than the business of banking and certain closely related activities.\nThe FRB and FDIC have also issued substantial risk-based and leverage capital guidelines applicable to U.S. banking organizations. The\nguidelines define a three-tier framework, requiring depository institutions to maintain certain leverage ratios depending on the type\nof assets held. If any depository institution controlled by a financial or bank holding company ceases to meet capital or

management standards, the FRB may impose corrective capital and/or\nmanagerial requirements on the company and place limitations on its ability to conduct broader financial activities. Furthermore, proposed\nlegislation will allow the Treasury and the FDIC to create a resolution regime to “take over” bank and financial holding companies.\nThe “taking over” would be based on whether the firm is in default or in danger of defaulting and whether such a default would\nhave a serious adverse effect on the financial system or the economy. This mechanism would only be used by the government in exceptional\ncircumstances to mitigate these effects. This type of intervention has unknown risks and costs associated with it, which may cause unforeseeable\nharm in the industry.

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

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

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

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

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

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

Major determinants of future earnings of companies\nin the financial services sector are the direction of the stock market, investor confidence, equity transaction volume, the level and\ndirection of long-term and short-term interest rates, and the outlook for emerging markets. Negative trends in any of these earnings determinants\ncould have a serious adverse effect on the financial stability, as well as the stock prices, of these companies. Furthermore, there can\nbe no assurance that the issuers of the securities included in the trust will

be able to respond in a timely manner to compete in the rapidly\ndeveloping marketplace. In addition to the foregoing, profit margins of these companies continue to shrink due to the commoditization\nof traditional businesses, new competitors, capital expenditures on new technology and the pressures to compete globally.

Foreign Securities Risk. If\nset forth in Part A of the prospectus, a trust, or issuers of securities held by a trust, may invest in foreign issuers, and therefore,\nan investment in such a trust involves some investment risks that are different in some respects from an investment in a trust that invests\nentirely in securities of domestic issuers. Those investment risks include future political and governmental restrictions which might\nadversely affect the payment or receipt of payment of dividends on the relevant securities, currency exchange rate fluctuations, exchange\ncontrol policies, and the limited liquidity and small market capitalization of such foreign countries’ securities markets. In addition,\nfor foreign issuers that are not subject to the reporting requirements of the Securities Exchange Act of 1934, there may be less publicly\navailable information than is available from a domestic issuer. Also, foreign issuers are not necessarily subject to uniform accounting,\nauditing and financial reporting standards, practices and requirements comparable to those applicable to domestic issuers. However, due\nto the nature of the issuers of the securities included in the trust, the sponsor believes that adequate information will be available\nto allow the sponsor to provide portfolio surveillance.

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

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

shares. Depositary Receipts are registered securities pursuant\nto the Securities Act of 1933 and may be subject to the reporting requirements of the Securities Exchange Act of 1934.

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

Preferred Stock Risks. If set\nforth in Part A of the prospectus, a trust, or issuers of securities held by a trust, may invest in preferred stock. If this is the case,\nan investment in units should be made with an understanding of the risks which an investment in preferred stocks entails, including the\nrisk that the financial condition of the issuers of the securities or the general condition of the preferred stock market may worsen,\nand the value of the preferred stocks and therefore the value of the units may decline. Preferred stocks may be susceptible to general\nstock market movements and to volatile increases and decreases of value as market confidence in and perceptions of the issuers change.\nThese perceptions are based on unpredictable factors, including expectations regarding government, economic, monetary and fiscal policies,\ninflation and interest rates, economic expansion or contraction, market liquidity, and global or regional political, economic or banking\ncrises. Preferred stocks are also vulnerable to congressional reductions in the dividends-received deduction which would adversely affect\nthe after-tax return to the investors who can take advantage of the deduction. Such a reduction might adversely affect the value of preferred\nstocks in general. Holders of preferred stocks, as owners of the entity, have rights to receive payments from the issuers of those preferred\nstocks that are generally subordinate to those of creditors of, or holders of debt obligations or, in some cases, other senior preferred\nstocks of, such issuers. Preferred stocks do not represent an obligation of the issuer and, therefore, do not offer any assurance of income\nor provide the same degree of protection of capital as do debt securities. The issuance of additional debt securities or senior preferred\nstocks will create prior claims for payment of principal and interest and senior dividends which could adversely affect the ability and\ninclination of the issuer to declare or pay dividends on its preferred stock or the rights of holders of preferred stock with respect\nto assets of the issuer upon liquidation or bankruptcy. The value of preferred stocks is subject to market fluctuations for as long as\nthe preferred stocks remain outstanding, and thus the value of the securities may be expected to fluctuate over the life of the trust\nto values higher or lower than those prevailing on the initial date of deposit.

Hybrid Preferred Securities Risks. If\nset forth in Part A of the prospectus, a trust, or issuers of securities held by a trust, may invest in hybrid preferred securities. Holders\nof hybrid preferred securities incur risks in addition to or slightly different than the typical risks of holding preferred stocks. Hybrid\npreferred securities are preferred securities that are typically issued by corporations, generally in the form of interest-bearing notes\nor preferred securities issued by corporations, or by an affiliated business trust of a corporation,

generally in the form of beneficial interests in subordinated debentures\nissued by the corporation. Certain hybrid securities mature on the stated maturity date of the interest-bearing notes, preferred securities\nor subordinated debentures and may be redeemed or liquidated prior to the stated maturity date of such instruments for any reason on or\nafter their stated call date or upon the occurrence of certain circumstances at any time. Unlike preferred stocks, distributions on the\nhybrid preferred securities are generally treated as interest rather than dividends for federal income tax purposes. Unlike most preferred\nstocks, distributions received from hybrid preferred securities are generally not eligible for the dividends-received deduction. Certain\nof the risks unique to certain hybrid preferred securities include: (i) distributions on trust preferred securities will be made only\nif interest payments on the interest-bearing notes, preferred securities or subordinated debentures are made; (ii) a corporation issuing\nthe interest-bearing notes, preferred securities or subordinated debentures may defer interest payments on these instruments and if such\nelection is made, distributions will not be made on the hybrid preferred securities during the deferral period; (iii) certain tax or regulatory\nevents may trigger the redemption of the interest-bearing notes, preferred securities or subordinated debentures by the issuing corporation\nand result in prepayment of the hybrid preferred securities prior to their stated maturity date; (iv) future legislation may be proposed\nor enacted that may prohibit the corporation from deducting its interest payments on the interest-bearing notes, preferred securities\nor subordinated debentures for tax purposes, making redemption of these instruments likely; (v) a corporation may redeem the interest-bearing\nnotes, preferred securities or subordinated debentures in whole at any time or in part from time to time on or after a stated call date;\n(vi) hybrid preferred securities holders have very limited voting rights; and (vii) payment of interest on the interest-bearing notes,\npreferred securities or subordinated debentures, and therefore distributions on the hybrid preferred securities, is dependent on the financial\ncondition of the issuing corporation.

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

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

which generally will result in deduction in excess of the actual\ncash payments made on the securities (and accordingly, holders will recognize income in amounts in excess of the cash payments received).

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

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

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

•

generally are of below investment-grade or “junk” credit quality;

•

may be unrated at the time of investment;

•

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

•

generally are not listed on any securities exchange.

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

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

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

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

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

Small-Capitalization and Mid-Capitalization\nStocks Risk. If set forth in Part A of the prospectus, a trust may invest in small-capitalization or mid-capitalization stocks.\nInvesting in small-capitalization stocks or mid-capitalization stocks may involve greater risk than investing in large-capitalization\nstocks, since they can be subject to more abrupt or erratic price movements. Many small market capitalization companies (“Small-Cap\nCompanies”) or middle market capitalization companies (“Mid-Cap Companies”) will have had their securities\npublicly traded, if at all, for only a short period of time and will not have had the opportunity to establish a reliable trading pattern\nthrough economic cycles. The price volatility of Small-Cap Companies and Mid-Cap Companies is relatively higher than larger, older and\nmore mature companies. The greater price volatility of Small-Cap Companies and Mid-Cap Companies may result from the fact that there may\nbe less market liquidity, less information publicly available or fewer investors who monitor the activities of these companies. In addition,\nthe market prices of these securities may exhibit more sensitivity to changes in industry or general economic conditions. Some Small-Cap\nCompanies or Mid-Cap Companies will not have been in existence long enough to experience economic cycles or to demonstrate whether they\nare sufficiently well managed to survive downturns or inflationary periods. Further, a variety of factors may affect the success of a\ncompany’s business beyond the ability of its management to prepare or

compensate for them, including domestic and international political\ndevelopments, government trade and fiscal policies, patterns of trade and war or other military conflict which may affect industries or\nmarkets or the economy generally.

Administration of the Trust

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

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

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

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

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

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

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

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

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

(A)

As to the Income Account:

(1)

Income received;

(2)

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

(3)

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

(B)

As to the Capital Account:

(1)

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

(2)

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

(3)

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

(C)

The following information:

(1)

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

(2)

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

(3)

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

(4)

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

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

Amendment and Termination. The\ntrust agreement may be amended by the trustee and the sponsor without the consent of any of the unitholders: (i) to cure any ambiguity\nor to correct or supplement any provision which may be defective or inconsistent; (ii) to change any provision thereof as may be required\nby the Securities and Exchange Commission or any successor governmental agency; (iii) to make such provisions as shall not materially\nadversely affect the interests of the unitholders; or (iv) to make such other amendments as may be necessary for a trust to qualify as\na regulated investment company, in the case of a trust which has elected to qualify as such. The trust agreement with respect to any trust\nmay also be amended in any respect by the sponsor and the trustee, or any of the provisions thereof may be waived, with the consent of\nthe holders of units representing 66 2/3% of the units then outstanding of the trust, provided that no such amendment or waiver will reduce\nthe interest of any unitholder thereof without the consent of such unitholder or reduce the percentage of units required to consent to\nany such amendment or waiver without the consent of all

unitholders of the trust. In no event shall the trust agreement\nbe amended to increase the number of units of a trust issuable thereunder, to permit the acquisition of any securities in addition to\nor in substitution for those initially deposited in the trust or to adversely affect the characterization of a trust as a regulated investment\ncompany for federal income tax purposes, except in accordance with the provisions of the trust agreement. The trustee shall promptly notify\nunitholders of the substance of any such amendment.

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

Beginning nine business days prior to, but\nno later than, the mandatory termination date described in the prospectus, the trustee may begin to sell all of the remaining underlying\nsecurities on behalf of unitholders in connection with the termination of the trust. The sponsor may assist the trustee in these sales\nand receive compensation to the extent permitted by applicable law. The sale proceeds will be net of any incidental expenses involved\nin the sales.

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

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

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

The Trustee. The trustee is\nThe Bank of New York Mellon, a trust company organized under the laws of New York. The Bank of New York Mellon has its Unit Investment\nTrust Division offices at 240 Greenwich Street, 22W Floor, New York, NY 10286, telephone 1-800-701-8178. The Bank of New York Mellon is\nsubject to supervision and examination by the Superintendent of Banks of the State of New York and the

Board of Governors of the Federal Reserve System, and its deposits\nare insured by the Federal Deposit Insurance Corporation to the extent permitted by law.

The trustee, whose duties are ministerial\nin nature, has not participated in selecting the portfolio of any trust. In accordance with the trust agreement, the trustee shall keep\nrecords of all transactions at its office. Such records shall include the name and address of, and the number of units held by, every\nunitholder of a trust. Such books and records shall be open to inspection by any unitholder at all reasonable times during usual business\nhours. The trustee shall make such annual or other reports as may from time to time be required under any applicable state or federal\nstatute, rule or regulation. The trustee shall keep a certified copy or duplicate original of the trust agreement on file in its office\navailable for inspection at all reasonable times during usual business hours by any unitholder, together with a current list of the securities\nheld in each trust. Pursuant to the trust agreement, the trustee may employ one or more agents for the purpose of custody and safeguarding\nof securities comprising a trust.

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

The Sponsor. Guggenheim Funds\nDistributors, LLC specializes in the creation, development and distribution of investment solutions for advisors and their valued clients.\nGuggenheim Funds Distributors, LLC was created as Ranson & Associates, Inc. in 1995 and is the successor sponsor to unit investment\ntrusts formerly sponsored by EVEREN Unit Investment Trusts, a service of EVEREN Securities, Inc. Guggenheim Funds Distributors, LLC is\nalso the sponsor and successor sponsor of Series of Ranson Unit Investment Trusts and The Kansas Tax-Exempt Trust and Multi-State Series\nof The Ranson Municipal Trust. On October 29, 2001, Ranson & Associates, Inc. was acquired by Claymore Group LLC. The sale to Claymore\nGroup LLC was financed by a loan from The Bank of New York Mellon, the trustee. In November 2001, the sponsor changed its name from Ranson\n& Associates, Inc. to Claymore Securities, Inc. On October 14, 2009, Guggenheim Partners, LLC acquired Claymore Securities, Inc. Since\nthe finalization of the acquisition, Claymore Securities, Inc. has been operating as a subsidiary of Guggenheim Partners, LLC. On September\n27, 2010, Claymore Securities, Inc. officially changed its name to Guggenheim Funds Distributors, LLC.

Guggenheim Funds Distributors, LLC has been\nactive in public and corporate finance, has underwritten closed-end funds and has sold bonds, mutual funds, closed-end funds, exchange-traded\nfunds, structured

products and unit investment trusts and maintained secondary market\nactivities relating thereto. At present, Guggenheim Funds Distributors, LLC which is a member of the Financial Industry Regulatory Authority\n(FINRA), is the sponsor to each of the above-named unit investment trusts. The sponsor’s office is located at 227 W. Monroe Street,\nChicago, Illinois 60606.

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

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

Limitations on Liability. The\nsponsor is liable for the performance of its obligations arising from its responsibilities under the trust agreement, but will be under\nno liability to the unitholders for taking any action or refraining from any action in good faith pursuant to the trust agreement or for\nerrors in judgment, except in cases of its own gross negligence, bad faith or willful misconduct or its reckless disregard for its duties\nthereunder. The sponsor shall not be liable or responsible in any way for depreciation or loss incurred by reason of the sale of any securities.

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

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

Expenses of the Trust

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

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

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

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

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

Portfolio Transactions and Brokerage Allocation

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

Purchase, Redemption and Pricing of Units

Public Offering Price. Units\nof a trust are offered at the public offering price (which is based on the aggregate underlying value of the securities in the trust and\nincludes the initial sales fee, if applicable, plus

a pro rata share of any accumulated amounts in the accounts of\nthe trust). The initial sales fee is equal to the difference between the maximum sales fee and the sum of the remaining deferred sales\nfee and the creation and development fee (“C&D Fee”). The maximum sales fee is set forth in Part A of the prospectus.\nThe deferred sales fee and the C&D Fee will be collected as described in this prospectus. Units purchased subsequent to the initial\ndeferred sales fee payment will be subject to the initial sales fee, the remaining deferred sales fee payments and the C&D Fee. Units\nsold or redeemed prior to such time as the entire applicable deferred sales fee has been collected will be assessed the remaining deferred\nsales fee at the time of such sale or redemption. During the initial offering period, a portion of the public offering price includes\nan amount of securities to pay for all or a portion of the costs incurred in establishing a trust (“organization costs”).\nThese organization costs include the cost of preparing the registration statement, the trust indenture and other closing documents, registering\nunits with the Securities and Exchange Commission and states, the initial audit of the trust portfolio, legal fees, fees paid to a portfolio\nconsultant for assisting the sponsor in selecting the trust’s portfolio, and the initial fees and expenses of the trustee. These\ncosts will be deducted from a trust as of the end of the initial offering period or after six months, at the discretion of the sponsor.\nAs indicated above, the initial public offering price of the units was established by dividing the aggregate underlying value of the securities\nby the number of units outstanding. Such price determination as of the opening of business on the date a trust was created was made on\nthe basis of an evaluation of the securities in the trust prepared by the evaluator. After the opening of business on this date, the evaluator\nwill appraise or cause to be appraised daily the value of the underlying securities as of the close of the New York Stock Exchange on\ndays the New York Stock Exchange is open and will adjust the public offering price of the units commensurate with such valuation. Such\npublic offering price will be effective for all orders properly received at or prior to the close of trading on the New York Stock Exchange\non each such day. Orders received by the trustee, sponsor or any dealer for purchases, sales or redemptions after that time, or on a day\nwhen the New York Stock Exchange is closed, will be held until the next determination of price.

The value of the securities is determined\non each business day by the evaluator based on the closing sale prices on a national securities exchange or the NASDAQ National Market\nSystem or by taking into account the same factors referred to under “Computation of Redemption Price.”

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

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

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

Sponsor Profits. The sponsor\nwill receive gross sales fees equal to the percentage of the public offering price of the units of a trust described in the prospectus.\nIn addition, the sponsor may realize a profit (or sustain a loss) as of the date a trust is created resulting from the difference between\nthe purchase prices of the

securities to the sponsor and the cost of such securities to the\ntrust. Thereafter, on subsequent deposits the sponsor may realize profits or sustain losses from such deposits. The sponsor may realize\nadditional profits or losses during the initial offering period on unsold units as a result of changes in the daily market value of the\nsecurities in the trust.

Market for Units. After the\ninitial offering period, the sponsor may maintain a market for units of a trust offered hereby and continuously offer to purchase said\nunits at prices, determined by the evaluator, based on the value of the underlying securities. Unitholders who wish to dispose of their\nunits should inquire of their broker as to current market prices in order to determine whether there is in existence any price in excess\nof the redemption price and, if so, the amount thereof. Unitholders who sell or redeem units prior to such time as the entire deferred\nsales fee on such units has been collected will be assessed the amount of the remaining deferred sales fee at the time of such sale or\nredemption. The offering price of any units resold by the sponsor will be in accord with that described in the currently effective prospectus\ndescribing such units. Any profit or loss resulting from the resale of such units will belong to the sponsor. If the sponsor decides to\nmaintain a secondary market, it may suspend or discontinue purchases of units of the trust if the supply of units exceeds demand, or for\nother business reasons.

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

Redemption shall be made by the trustee no\nlater than the second business day following the day on which a tender for redemption is received (the “Redemption Date”)\nby payment of cash equivalent to the redemption price, determined as set forth below under “Computation of Redemption Price,”\nas of the close of the New York Stock Exchange next following such tender, multiplied by the number of units being redeemed. Any units\nredeemed shall be canceled and any undivided fractional interest in the related trust extinguished. The price received upon redemption\nmight be more or less than the amount paid by the unitholder depending on the value of the securities in the trust at the time of redemption.\nUnitholders who sell or redeem units prior to such time as the entire deferred sales fee on such units has been collected will be assessed\nthe amount of the remaining deferred sales fee at the time of such sale or redemption. Certain broker-dealers may charge a transaction\nfee for processing redemption requests.

Under regulations issued by the Internal Revenue\nService, the trustee is required to withhold a specified percentage of the principal amount of a unit redemption if the trustee has not\nbeen furnished the redeeming unitholder’s tax identification number in the manner required by such regulations. Any amount so withheld\nis transmitted to the Internal Revenue Service and may be recovered by the unitholder only when filing a tax return. Under normal circumstances\nthe trustee obtains the unitholder’s tax identification number from the

selling broker. However, any time a unitholder elects to tender\nunits for redemption, such unitholder should make sure that the trustee has been provided a certified tax identification number in order\nto avoid this possible “back-up withholding.” In the event the trustee has not been previously provided such number, one must\nbe provided at the time redemption is requested. Any amounts paid on redemption representing unpaid dividends shall be withdrawn from\nthe Income Account of a trust to the extent that funds are available for such purpose. All other amounts paid on redemption shall be withdrawn\nfrom the Capital Account for a trust.

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

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

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

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

Retirement Plans. A trust may\nbe well suited for purchase by Individual Retirement Accounts, Keogh Plans, pension funds and other qualified retirement plans. Generally,\ncapital gains and income received under each of the foregoing plans are deferred from federal taxation. All distributions from such plans\nare generally treated as ordinary income but may, in some cases, be eligible for special income averaging or tax deferred rollover treatment.\nInvestors considering participation in any such plan should review specific tax laws related thereto and should consult their attorneys\nor tax advisers with respect to the establishment and maintenance of any such plan. Such plans are offered by brokerage firms and other\nfinancial institutions. The trust will lower the minimum investment requirement for IRA accounts to 1 unit. Fees and charges with respect\nto such plans may vary.

Ownership of Units. Ownership\nof units will not be evidenced by certificates. All evidence of ownership of units will be recorded in book entry form at Depository Trust\nCompany (“DTC”) through an investor’s brokers’ account. Units held through DTC will be registered in the\nnominee name of Cede & Co. Individual purchases of beneficial ownership interest in the trust will be made in book entry form through\nDTC. Ownership and transfer of units will be evidenced and accomplished by book entries made by DTC and its

participants. DTC will record ownership and transfer of the units\namong DTC participants and forward all notices and credit all payments received in respect of the units held by the DTC participants.\nBeneficial owners of units will receive written confirmation of their purchases and sale from the broker dealer or bank from whom their\npurchase was made. Units are transferable by making a written request properly accompanied by a written instrument or instruments of transfer\nwhich should be sent registered or certified mail for the protection of the unitholder. Record holders must sign such written request\nexactly as their names appear on the records of the trust. The signatures must be guaranteed by a participant in the STAMP or such other\nsignature guaranty program in addition to, or in substitution for, STAMP, as may be acceptable by the trustee.

Units may be purchased in denominations of\none unit or any multiple thereof, subject to the minimum investment requirement. Fractions of units, if any, will be computed to three\ndecimal places.

Taxes

This section summarizes some of the main U.S.\nfederal income tax consequences of owning units of a trust. This section is current as of the date of this prospectus. Tax laws and interpretations\nchange frequently, and these summaries do not describe all of the tax consequences to all taxpayers. For example, these summaries generally\ndo not describe your situation if you are a corporation, a non-U.S. person, a broker/dealer, or other investor with special circumstances.\nIn addition, this section does not describe your state, local or foreign tax consequences.

This federal income tax summary is based in\npart on the advice and opinion of counsel to the sponsor. The Internal Revenue Service could disagree with any conclusions set forth in\nthis section. In addition, our counsel may not have been asked to review, and may not have reached a conclusion with respect to the federal\nincome tax treatment of the assets to be deposited in your trust. This may not be sufficient for you to use for the purpose of avoiding\npenalties under federal tax law.

As with any investment, you should seek advice\nbased on your individual circumstances from your own tax advisor.

Assets of the Trusts. The trusts\nare expected to hold one or more of the following: (i) shares of stock in corporations (the “Stocks”) that are treated\nas equity for federal income tax purposes; (ii) equity interests (the “REIT Shares”) in real estate investment trusts (“REITs”)\nthat constitute interests in entities treated as real estate investment trusts for federal income tax purposes; and (iii) shares (the\n“RIC Shares”) in funds qualifying as regulated investment companies (“RICs”) that are treated as\ninterests in regulated investment companies for federal income tax purposes. It is possible that a trust will also hold other assets,\nincluding assets that are treated differently for federal income tax purposes from those described above, in which case you will have\nfederal income tax consequences different from or in addition to those described in this section. All of the assets held by a trust constitute\nthe “Trust Assets.” Neither our counsel nor we have analyzed the proper federal income tax treatment of the Trust Assets\nand thus neither our counsel nor we have reached a conclusion regarding the federal income tax treatment of the Trust Assets.

Trust Status. If your trust\nis at all times operated in accordance with the documents establishing the trust and certain requirements of federal income tax law are\nmet, the trust will not be taxed as a corporation for federal income tax purposes. As a unit owner, you will be treated as the owner of\na pro rata portion of each of the Trust Assets, and as such you will be considered to have received a pro rata share of\nincome (e.g., dividends and capital gains, if any) from each Trust Asset when such income would be considered to be received by\nyou if you directly owned the Trust Assets. This is true even if you elect to have your distributions reinvested into additional units.\nIn addition, the income from Trust Assets that you must take into account for federal income tax purposes is not reduced by amounts used\nto pay sales charges or trust expenses. Income from a trust may also be subject to a 3.8% “Medicare tax.” This tax generally\napplies to your net investment income if your adjusted gross income exceeds certain threshold amounts, which are $250,000 in the case\nof married couples filing joint returns and $200,000 in the case of single individuals. Interest that is excluded from gross income, including\nexempt-interest dividends from the RIC Shares held by the trusts, are generally not included in your net investment income for purposes\nof this tax.

Your Tax Basis and Income or Loss Upon\nDisposition. If your trust disposes of Trust Assets, you will generally recognize gain or loss. If you dispose of your units or\nredeem your units for cash, you will also generally recognize gain or loss. To determine the amount of this gain or loss, you must subtract\nyour tax basis in the related Trust Assets from your share of the total amount received in the transaction. You can generally determine\nyour initial tax basis in each Trust Asset by apportioning the cost of your units, including sales charges, among the Trust Assets ratably\naccording to their values on the date you acquire your units. In certain circumstances, however, you may have to adjust your tax basis\nafter you acquire your units (for example, in the case of certain dividends that exceed a corporation’s accumulated earnings and\nprofits or in the case of certain distributions with respect to REIT Shares that represent a return of capital).

If you are an individual, the maximum marginal\nstated federal tax rate for net capital gain is generally 20% (15% or 0% for taxpayers with taxable incomes below certain thresholds).\nSome capital gains, including some portion of your capital gain dividends from the RIC Shares, may be taxed at a higher stated tax rate.\nCapital gains may also be subject to the “Medicare tax” described above. Note that some portion of your capital gain dividends\nmight be attributable to a RIC's interest in a master limited partnership which may be subject to a maximum marginal stated federal income\ntax rate of 28%, rather than the rates set forth above. In addition, capital gain received from assets held for more than one year that\nis considered “unrecaptured section 1250 gain” (which may be the case, for example, with some capital gains attributable to\nequity interests in real estate investment trusts that constitute interests in entities treated as real estate investment trusts for federal\nincome tax purposes) is taxed at a maximum stated tax rate of 25%. In the case of capital gain dividends, the determination of which portion\nof 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 by the\nUnited States Treasury.

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

An election may be available to you to defer\nrecognition of the gain attributable to a capital gain recognized if you make certain qualifying investments within a limited time. You\nshould talk to your tax advisor about the availability of this deferral election and its requirements.

Dividends from Stocks. Certain\ndividends received with respect to the Stocks may qualify to be taxed at the same rates that apply to net capital gain (as discussed above),\nprovided certain holding period requirements are satisfied.

Dividends from RIC Shares and REIT Shares.\nSome dividends on the REIT Shares or the RIC Shares may be reported by the REIT or RIC as “capital gain dividends,”\ngenerally taxable to you as long-term capital gains. Some dividends on the RIC Shares may qualify as “exempt-interest dividends,”\nwhich generally are excluded from your gross income for federal income tax purposes. Some or all of the exempt-interest dividends, however\nmay be taken into account in determining the alternative minimum tax on individuals, and may have other tax consequences (e.g., they may\naffect the amount of your social security benefits that are taxed). For tax years beginning after December 31, 2022, exempt-interest dividends\nmay affect the corporate alternative minimum tax for certain corporations. Other dividends on the REIT Shares or the RIC Shares will generally\nbe taxable to you as ordinary income. Certain ordinary income dividends from a RIC may qualify to be taxed at the same rates that apply\nto net capital gain (as discussed above), provided certain holding period requirements are satisfied and provided the dividends are attributable\nto qualifying dividends received by the RIC itself. Regulated investment companies are required to provide notice to their shareholders\nof the amount of any distribution that may be taken into account as a dividend that is eligible for the capital gains tax rates. In limited\ncircumstances, some of the ordinary income dividends from a REIT may also qualify to be taxed at the same rates that apply to net capital\ngains. An election may be available to you to defer recognition of the gain attributable to a capital gain dividend if you make certain\nqualifying investments within a limited time. You should talk to your tax advisor about the availability of this deferral election and\nits requirements. If you hold a Unit for six months or less or if your Trust holds a RIC Share or REIT Share for six months or less, any\nloss incurred by you related to the disposition of such RIC Share or REIT Share will be disallowed to the extent of the exempt-interest\ndividends you received. To the extent, if any, it is not disallowed, it will be treated as a long-term capital loss to the extent of any\nlong-term capital gain distributions received (or deemed to have been received) with respect to such RIC Share or REIT Share. Distributions\nof income or capital gains declared on the REIT Shares or the RIC Shares in October, November or December will be deemed to have been\npaid to you on December 31 of the year they are declared, even when paid by the REIT or the RIC during the following January. Some dividends\non the REIT Shares or the RIC Shares may be eligible for a deduction for qualified business income.

Dividends Received Deduction. A\ncorporation that owns Units will generally not be entitled to the dividends received deduction with respect to many dividends received\nby your trust, because the dividends received deduction is generally not available for dividends from most foreign corporations or from\nREITs or RICs. However, certain dividends on the RIC Shares that are attributable to dividends received by the RIC itself from certain\ndomestic corporations may be reported by the RIC as being eligible for the dividends received deduction.

In-Kind Distributions. Under\ncertain circumstances as described in this prospectus, you may request an in-kind distribution of Trust Assets when you redeem your units\nat any time prior to 30 business days before

your trust’s termination. However, this ability to request\nan in-kind distribution will terminate at any time that the number of outstanding units has been reduced to 10% or less of the highest\nnumber of units issued by the trust. By electing to receive an in-kind distribution, you will receive Trust Assets plus, possibly, cash.\nYou will not recognize gain or loss if you only receive whole Trust Assets in exchange for the identical amount of your pro rata portion\nof the same Trust Assets held by your trust. However, if you also receive cash in exchange for a Trust Asset or a fractional portion of\na Trust Asset, you will generally recognize gain or loss based on the difference between the amount of cash you receive and your tax basis\nin such Trust Asset or fractional portion.

Treatment of Trust Expenses. Generally,\nfor federal income tax purposes, you must take into account your full pro rata share of your trust’s income, even if some\nof that income is used to pay trust expenses. You may deduct your pro rata share of each expense paid by your trust to the same extent\nas if you directly paid the expense. However, you may not be able to deduct some or all of these expenses.

Because some of the RICs pay exempt-interest\ndividends, which are treated as tax-exempt interest for federal income tax purposes, you will not be able to deduct some of your share\nof trust expenses. In addition, you will not be able to deduct some of your interest expense for debt that you incur or continue to purchase\nor carry your units.

Foreign Investors, Taxes and Investments.\nDistributions by your trust that are treated as U.S. source income (e.g., dividends received on Stocks of domestic corporations)\nwill generally be subject to U.S. income taxation and withholding in the case of units held by nonresident alien individuals, foreign\ncorporations or other non-U.S. persons, subject to any applicable treaty. If you are a foreign investor (i.e., an investor other\nthan a U.S. citizen or resident or a U.S. corporation, partnership, estate or trust), you may not be subject to U.S. federal income taxes,\nincluding withholding taxes, on some or all of the income from your trust or on any gain from the sale or redemption of your units, provided\nthat certain conditions are met. You should consult your tax advisor with respect to the conditions you must meet in order to be exempt\nfor U.S. tax purposes. Distributions to, and the gross proceeds from dispositions of units by, (i) certain non-U.S. financial institutions\nthat have not entered into an agreement with the U.S. Treasury to collect and disclose certain information and are not resident in a jurisdiction\nthat has entered into such an agreement with the U.S. Treasury and (ii) certain other non-U.S. entities that do not provide certain certifications\nand information about the entity’s U.S. owners, may be subject to a U.S. withholding tax of 30%. However, proposed regulations may\neliminate the requirement to withhold on payments of gross proceeds from dispositions. You should also consult your tax advisor with respect\nto other U.S. tax withholding and reporting requirements.

Some distributions by your trust may be subject\nto foreign withholding taxes. Any income withheld will still be treated as income to you. Under the grantor trust rules, you are considered\nto have paid directly your share of any foreign taxes that are paid. Therefore, for U.S. tax purposes, you may be entitled to a foreign\ntax credit or deduction for those foreign taxes.

Under certain circumstances, a RIC may elect\nto pass through to its shareholders certain foreign taxes paid by the RIC. If the RIC makes this election with respect to RIC Shares,\nyou must include in your income for federal income tax purposes your portion of such taxes and you may be entitled to a credit or deduction\nfor such taxes.

If any U.S. investor is treated as owning\ndirectly or indirectly 10 percent or more of the combined voting power of the stock of a foreign corporation, and all U.S. shareholders\nof that corporation collectively own more than 50 percent of the vote or value of the stock of that corporation, the foreign corporation\nmay be treated as a controlled foreign corporation (a “CFC”). If you own 10 percent or more of a CFC (through your\ntrust and in combination with your other investments), or possibly if your trust owns 10 percent or more of a CFC, you will be required\nto include certain types of the CFC’s income in your taxable income for federal income tax purposes whether or not such income is\ndistributed to the trust or to you.

A foreign corporation will generally be treated\nas a passive foreign investment company (a “PFIC”) if 75 percent or more of its income is passive income or if 50 percent\nor more of its assets are held to produce passive income. If your trust purchases shares in a PFIC, you may be subject to U.S. federal\nincome tax on a portion of certain distributions or on gains from the disposition of such shares at rates that were applicable in prior\nyears and any gain may be recharacterized as ordinary income that is not eligible for the lower net capital gains tax rate. Additional\ncharges in the nature of interest may also be imposed on you. Certain elections may be available with respect to PFICs that would limit\nthese consequences. However, these elections would require you to include certain income of the PFIC in your taxable income even if not\ndistributed to the trust or to you, or require you to annually recognize as ordinary income any increase in the value of the shares of\nthe PFIC, thus requiring you to recognize income for federal income tax purposes in excess of your actual distributions from PFICs and\nproceeds from dispositions of PFIC stock during a particular year. Dividends paid by PFICs are not eligible to be taxed at the net capital\ngains tax rate.

New York Tax Status. Under the\nexisting income tax laws of the State and City of New York, your trust will not be taxed as a corporation subject to the New York state\nfranchise tax or the New York City general corporation tax. You should consult your tax advisor regarding potential foreign, state or\nlocal taxation with respect to your units.

Experts

Legal Matters. Chapman and Cutler\nLLP, 320 South Canal Street, Chicago, Illinois 60606, acts as counsel for the trusts and has passed upon the legality of the units.

Independent Registered Public Accounting\nFirm. The statements of financial condition, including the Trust Portfolios, appearing herein, have been audited by Grant Thornton\nLLP, an independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included\nin reliance on such report given on the authority of such firm as experts in accounting and auditing.

Description of Ratings

Standard & Poor’s Issue Credit Ratings

A Standard & Poor’s issue credit\nrating is a forward-looking opinion about the creditworthiness of an obligor with respect to a specific financial obligation, a specific\nclass of financial obligations, or a specific financial program (including ratings on medium-term note programs and commercial paper programs).\nIt

takes into consideration the creditworthiness of guarantors, insurers,\nor other forms of credit enhancement on the obligation and takes into account the currency in which the obligation is denominated. The\nopinion reflects Standard & Poor's view of the obligor's capacity and willingness to meet its financial commitments as they come due,\nand may assess terms, such as collateral security and subordination, which could affect ultimate payment in the event of default.

Issue credit ratings can be either long-term\nor short-term. Short-term ratings are generally assigned to those obligations considered short-term in the relevant market. In the U.S.,\nfor example, that means obligations with an original maturity of no more than 365 days, including commercial paper. Short-term ratings\nare also used to indicate the creditworthiness of an obligor with respect to put features on long-term obligations. The result is a dual\nrating, in which the short-term rating addresses the put feature, in addition to the usual long-term rating. Medium-term notes are assigned\nlong-term ratings.

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

Long-term issue credit ratings

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

•

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

•

Nature of and provisions of the obligation; and

•

Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement\nunder the laws of bankruptcy and other laws affecting creditors’ rights.

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

AAA

An obligation rated “AAA” has the highest rating assigned by Standard & Poor’s. The obligor’s capacity\nto meet its financial commitment on the obligation is extremely strong.

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

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

BBB

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

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

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

An obligation rated “B” is more vulnerable to nonpayment than obligations rated “BB”, but the obligor currently\nhas the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair\nthe obligor’s capacity or willingness to meet its financial commitment on the obligation.

CCC

An obligation rated “CCC” is currently vulnerable to nonpayment, and is dependent upon favorable business, financial,\nand economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial,\nor economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.

An obligation rated “CC” is currently highly vulnerable to nonpayment. The “CC” rating is used when a default\nhas not yet occurred, but S&P Global Ratings expects default to be a virtual certainty, regardless of the anticipated time to default.

An obligation rated “C” is currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative\nseniority or lower ultimate recovery compared to obligations that are rated higher.

An obligation rated “D” is in default or in breach of an imputed promise. For non-hybrid capital instruments, the “D”\nrating category is used when payments on an obligation are not made on the date due, unless S&P Global Ratings believes that such\npayments will be made within five business days in the absence of a stated grace period or within the earlier of the stated grace period\nor 30 calendar days. The “D” rating also will be used upon the filing of a bankruptcy petition or the taking of similar action\nand where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligation's rating is lowered\nto “D” if it is subject to a distressed exchange offer.

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

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

GUGGENHEIM DEFINED PORTFOLIOS

GUGGENHEIM PORTFOLIO PROSPECTUS-PART B

NOVEMBER 4, 2026

Where to Learn More

You can contact us for free information about this and other investments.

Visit us on the Internet
\n
\nhttp://www.guggenheiminvestments.com

Call Guggenheim Funds
\n
\n(800) 345-7999

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

Additional Information

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

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


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

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

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

(This page has been left blank intentionally.)


Contents

Investment Summary

2	Overview

Diversified\n Income Wave Portfolio, Series 104

A\n concise description of essential information about the portfolio.

2	Investment\n Objective		3	Principal\n Risks
2	Principal\n Investment Strategy		8	Who\n Should Invest
2	Security\n Selection		8	Fees\n and Expenses
3	Future\n Trusts		10	Example
3	Essential\n Information		11	Trust\n Portfolio
3	Portfolio\n Diversification

National\n Municipal Portfolio of CEFs, Series 74

A\n concise description of essential information about the portfolio.

13	Investment\n Objective		14	Principal\n Risks
13	Principal\n Investment Strategy		17	Tax\n Status
13	Security\n Selection		17	Who\n Should Invest
13	Future\n Trusts		18	Fees\n and Expenses
14	Essential\n Information		19	Example
14	Portfolio\n Diversification		20	Trust\n Portfolio

US\n Low Volatility Strategy Portfolio, Series 57

A\n concise description of essential information about the portfolio.

22	Investment\n Objective		28	Portfolio\n Diversification
22	Principal\n Investment Strategy		28	Principal\n Risks
22	Security\n Selection		30	Who\n Should Invest
25	Future\n Trusts		31	Fees\n and Expenses
25	Hypothetical\n Performance Information	32	Example
27\n	Essential\n Information		33	Trust\n Portfolio

Understanding\n Your Investments

Detailed\n information to help you understand your investment.

35	How\n to Buy Units		54	General\n Information
40	How\n to Sell Your Units		54	Expenses
41	Distributions		56	Report\n of Independent Registered Public
42	Investment\n Risks			Accounting\n Firm
52	How\n the Trust Works		57	Statements\n of Financial Condition

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

Where to Learn More

You can contact us for		Visit us on the Internet
free information about		Guggenheiminvestments.com
these investments.		Call Guggenheim Investments
			800 345 7999
			Call The Bank of New York Mellon
			800 701 8178 Investors / 800 647 3383 Brokers

Additional Information

This prospectus does not contain all information filed with the Securities and Exchange Commission.
To obtain or copy this information (a duplication fee may be required):
E-mail:	publicinfo@sec.gov
Write:	Public Reference Room, Washington, D.C. 20549-0102
Visit:	sec.gov (EDGAR Database)
Call:	202 942 8090 (only for information on the operation
		of the Public Reference Room)

Refer to:	Guggenheim Defined Portfolios, Series 2638
		Securities Act file number: 333-299047
		Investment Company Act file number: 811-03763

When units of the trusts are no longer available, we may use this\nprospectus as a preliminary prospectus for future trusts.

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

$\"\"$

Unit Investment Trusts 11.04.2026

Guggenheim Defined Portfolios, Series 2638 Prospectus

Diversified Income Wave Portfolio, Series 104

National Municipal Portfolio of CEFs, Series 74

US Low Volatility Strategy Portfolio, Series 57

GuggenheimInvestments.com

Undertaking to File Reports

Subject to the terms\nand conditions of Section 15(d) of the Securities Exchange Act of 1934, the undersigned registrant hereby undertakes to file with the\nSecurities and Exchange Commission such supplementary and periodic information, documents, and reports as may be prescribed by any rule\nor regulation of the Commission heretofore or hereafter duly adopted pursuant to authority conferred in that section.

Contents of Registration Statement

A. Bonding\nArrangements of Depositor:

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

\n \n \n \n \n \n \n

Insurer/Policy No. \n \n	Amount \n \n
National Union Fire Insurance \nCompany of Pittsburgh, \nPennsylvania \n5692790	\n$4,000,000

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

The facing sheet

The Prospectus

The signatures

Consents of Independent Registered Public Accounting\nFirm

and Counsel as indicated

Exhibits as listed on the List of Exhibits

Signatures

The Registrant, Guggenheim Defined\nPortfolios, Series 2638 hereby identifies Guggenheim Defined Portfolios, Series 2634, Guggenheim Defined Portfolios, Series 2628, Guggenheim\nDefined Portfolios, Series 2626, Guggenheim Defined Portfolios, Series 2623, Guggenheim Defined Portfolios, Series 2622, Guggenheim Defined\nPortfolios, Series 2621, Guggenheim Defined Portfolios, Series 2619, Guggenheim Defined Portfolios, Series 2617, Guggenheim Defined Portfolios,\nSeries 2603, Guggenheim Defined Portfolios, Series 2598, Guggenheim Defined Portfolios, Series 2597, Guggenheim Defined Portfolios, Series\n2596, Guggenheim Defined Portfolios, Series 2594, Guggenheim Defined Portfolios, Series 2590, Guggenheim Defined Portfolios, Series 2588,\nGuggenheim Defined Portfolios, Series 2581, Guggenheim Defined Portfolios, Series 2576, Guggenheim Defined Portfolios, Series 2570, Guggenheim\nDefined Portfolios, Series 2568, Guggenheim Defined Portfolios, Series 2566, Guggenheim Defined Portfolios, Series 2563, Guggenheim Defined\nPortfolios, Series 2562, Guggenheim Defined Portfolios, Series 2559, Guggenheim Defined Portfolios, Series 2554, Guggenheim Defined Portfolios,\nSeries 2553, Guggenheim Defined Portfolios, Series 2548, Guggenheim Defined Portfolios, Series 2546, Guggenheim Defined Portfolios, Series\n2542, Guggenheim Defined Portfolios, Series 2540, Guggenheim Defined Portfolios, Series 2536, Guggenheim Defined Portfolios, Series 2533,\nGuggenheim Defined Portfolios, Series 2529, Guggenheim Defined Portfolios, Series 2522, Guggenheim Defined Portfolios, Series 2520, Guggenheim\nDefined Portfolios, Series 2518, Guggenheim Defined Portfolios, Series 2516, Guggenheim Defined Portfolios, Series 2514, Guggenheim Defined\nPortfolios, Series 2513, Guggenheim Defined Portfolios, Series 2508, Guggenheim Defined Portfolios, Series 2502, Guggenheim Defined Portfolios,\nSeries 2500, Guggenheim Defined Portfolios, Series 2495, Guggenheim Defined Portfolios, Series 2494, Guggenheim Defined Portfolios, Series\n2491, Guggenheim Defined Portfolios, Series 2488, Guggenheim Defined Portfolios, Series 2486, Guggenheim Defined Portfolios, Series 2480,\nGuggenheim Defined Portfolios, Series 2478, Guggenheim Defined Portfolios, Series 2476, Guggenheim Defined Portfolios, Series 2474, Guggenheim\nDefined Portfolios, Series 2472, Guggenheim Defined Portfolios, Series 2471, Guggenheim Defined Portfolios, Series 2466, Guggenheim Defined\nPortfolios, Series 2458, Guggenheim Defined Portfolios, Series 2456, Guggenheim Defined Portfolios, Series 2453, Guggenheim Defined Portfolios,\nSeries 2449, Guggenheim Defined Portfolios, Series 2440, Guggenheim Defined Portfolios, Series 2436, Guggenheim Defined Portfolios, Series\n2431, Guggenheim Defined Portfolios, Series 2430, Guggenheim Defined Portfolios, Series 2428, Guggenheim Defined Portfolios, Series 2426,\nGuggenheim Defined Portfolios, Series 2423, Guggenheim Defined Portfolios, Series 2422, Guggenheim Defined Portfolios, Series 2412, Guggenheim\nDefined Portfolios, Series 2408, Guggenheim Defined Portfolios, Series 2405, Guggenheim Defined Portfolios, Series 2402, Guggenheim Defined\nPortfolios, Series 2401, Guggenheim Defined Portfolios, Series 2400, Guggenheim Defined Portfolios, Series 2395, Guggenheim Defined Portfolios,\nSeries 2393, Guggenheim Defined Portfolios, Series 2390, Guggenheim Defined Portfolios, Series 2387, Guggenheim Defined Portfolios, Series\n2386, Guggenheim Defined Portfolios, Series 2383, Guggenheim Defined Portfolios, Series 2373, Guggenheim Defined Portfolios, Series 2370,\nGuggenheim Defined Portfolios, Series 2366, Guggenheim Defined Portfolios, Series 2357, Guggenheim Defined Portfolios, Series 2354, Guggenheim\nDefined Portfolios, Series 2349, Guggenheim Defined Portfolios, Series 2347, Guggenheim Defined Portfolios, Series 2344, Guggenheim Defined\nPortfolios, Series 2341, Guggenheim Defined Portfolios, Series 2339, Guggenheim Defined Portfolios, Series 2333, Guggenheim Defined Portfolios,\nSeries 2329, Guggenheim Defined Portfolios, Series 2322, Guggenheim Defined Portfolios, Series 2317, Guggenheim Defined Portfolios, Series\n2312, Guggenheim Defined Portfolios, Series 2308, Guggenheim Defined Portfolios, Series 2304, Guggenheim Defined Portfolios, Series 2299,\nGuggenheim Defined Portfolios, Series 2295, Guggenheim Defined Portfolios, Series 2292, Guggenheim Defined Portfolios, Series 2290, Guggenheim\nDefined Portfolios, Series 2287, Guggenheim Defined Portfolios, Series 2282, Guggenheim Defined Portfolios, Series 2275, Guggenheim Defined\nPortfolios, Series 2269, Guggenheim Defined Portfolios, Series 2265, Guggenheim Defined Portfolios, Series 2262, Guggenheim Defined Portfolios,\nSeries 2256, Guggenheim Defined Portfolios, Series 2255, Guggenheim Defined Portfolios, Series 2253, Guggenheim Defined Portfolios, Series\n2248, Guggenheim Defined Portfolios, Series 2247, Guggenheim Defined Portfolios, Series 2238, Guggenheim Defined Portfolios, Series 2232,\nGuggenheim Defined Portfolios, Series 2226, Guggenheim Defined Portfolios, Series 2222, Guggenheim Defined Portfolios, Series 2215, Guggenheim\nDefined Portfolios, Series 2212, Guggenheim Defined Portfolios, Series 2208, Guggenheim Defined Portfolios, Series 2204, Guggenheim Defined\nPortfolios, Series 2200, Guggenheim Defined Portfolios, Series 2195, Guggenheim Defined Portfolios, Series 2194, Guggenheim Defined Portfolios,\nSeries 2192, Guggenheim Defined Portfolios, Series 2182, Guggenheim Defined Portfolios, Series 2178, Guggenheim Defined Portfolios, Series\n2174, Guggenheim Defined Portfolios, Series 2168, Guggenheim Defined Portfolios, Series 2165, Guggenheim Defined Portfolios, Series 2161,\nGuggenheim Defined Portfolios, Series 2159, Guggenheim Defined Portfolios, Series 2154, Guggenheim Defined Portfolios, Series 2152, Guggenheim\nDefined Portfolios, Series 2151, Guggenheim Defined Portfolios, Series 2150, Guggenheim Defined Portfolios, Series 2147, Guggenheim Defined\nPortfolios, Series 2145, Guggenheim Defined Portfolios, Series 2142, Guggenheim Defined Portfolios, Series 2138, Guggenheim Defined Portfolios,\nSeries 2134, Guggenheim Defined Portfolios, Series 2132, Guggenheim Defined Portfolios, Series 2130, Guggenheim Defined Portfolios, Series\n2129, Guggenheim Defined Portfolios, Series 2127, Guggenheim Defined Portfolios, Series 2126, Guggenheim Defined Portfolios, Series 2121,\nGuggenheim Defined Portfolios, Series 2117, Guggenheim Defined Portfolios, Series 2115, Guggenheim Defined Portfolios, Series 2113, Guggenheim\nDefined Portfolios, Series 2111, Guggenheim Defined Portfolios, Series 2107, Guggenheim Defined Portfolios, Series 2104, Guggenheim Defined\nPortfolios, Series 2100, Guggenheim Defined Portfolios, Series 2097, Guggenheim Defined Portfolios, Series 2094, Guggenheim Defined Portfolios,\nSeries 2087, Guggenheim Defined Portfolios, Series 2079, Guggenheim Defined Portfolios, Series 2077, Guggenheim Defined Portfolios, Series\n2074, Guggenheim Defined Portfolios, Series 2070, Guggenheim Defined Portfolios, Series 2068, Guggenheim Defined Portfolios, Series 2066,\nGuggenheim Defined Portfolios, Series 2061, Guggenheim Defined Portfolios, Series 2059, Guggenheim Defined Portfolios, Series 2054, Guggenheim\nDefined Portfolios, Series 2050, Guggenheim Defined Portfolios, Series 2046, Guggenheim Defined Portfolios, Series 2045, Guggenheim Defined\nPortfolios, Series 2039, Guggenheim Defined Portfolios, Series 2033, Guggenheim Defined Portfolios, Series 2027, Guggenheim Defined Portfolios,\nSeries 2025, Guggenheim Defined Portfolios, Series 2022, Guggenheim Defined Portfolios, Series 2015, Guggenheim Defined Portfolios, Series\n2013, Guggenheim Defined Portfolios, Series 2009, Guggenheim Defined Portfolios, Series 2001, Guggenheim Defined Portfolios, Series 1994,\nGuggenheim Defined Portfolios, Series 1989, Guggenheim Defined Portfolios, Series 1986, Guggenheim Defined Portfolios, Series 1984, Guggenheim\nDefined Portfolios, Series 1979, Guggenheim Defined Portfolios, Series 1971, Guggenheim Defined Portfolios, Series 1965, Guggenheim Defined\nPortfolios, Series 1961, Guggenheim Defined Portfolios, Series 1956, Guggenheim Defined Portfolios, Series 1950, Guggenheim Defined Portfolios,\nSeries 1947, Guggenheim Defined Portfolios, Series 1943, Guggenheim Defined Portfolios, Series 1941, Guggenheim Defined Portfolios, Series\n1939, Guggenheim Defined Portfolios, Series 1933, Guggenheim Defined Portfolios, Series 1929, Guggenheim Defined Portfolios, Series 1927,\nGuggenheim Defined Portfolios, Series 1923, Guggenheim Defined Portfolios, Series 1921, Guggenheim Defined Portfolios, Series 1915, Guggenheim\nDefined Portfolios, Series 1903, Guggenheim Defined Portfolios, Series 1900, Guggenheim Defined Portfolios, Series 1897, Guggenheim Defined\nPortfolios, Series 1894, Guggenheim Defined Portfolios, Series 1886, Guggenheim Defined Portfolios, Series 1884, Guggenheim Defined Portfolios,\nSeries 1879, Guggenheim Defined Portfolios, Series 1878, Guggenheim Defined Portfolios, Series 1867, Guggenheim Defined Portfolios, Series\n1862, Guggenheim Defined Portfolios, Series 1859, Guggenheim Defined Portfolios, Series 1858, Guggenheim Defined Portfolios, Series 1852,\nGuggenheim Defined Portfolios, Series 1848, Guggenheim Defined Portfolios, Series 1842, Guggenheim Defined Portfolios, Series 1841, Guggenheim\nDefined Portfolios, Series 1836, Guggenheim Defined Portfolios, Series 1833, Guggenheim Defined Portfolios, Series 1831, Guggenheim Defined\nPortfolios, Series 1829, Guggenheim Defined Portfolios, Series 1818, Guggenheim Defined Portfolios, Series 1815, Guggenheim Defined Portfolios,\nSeries 1809, Guggenheim Defined Portfolios, Series 1806, Guggenheim Defined Portfolios, Series 1799, Guggenheim Defined Portfolios, Series\n1796, Guggenheim Defined Portfolios, Series 1791, Guggenheim Defined Portfolios, Series 1789, Guggenheim Defined Portfolios, Series 1782,\nGuggenheim Defined Portfolios, Series 1780, Guggenheim Defined Portfolios, Series 1773, Guggenheim Defined Portfolios, Series 1768, Guggenheim\nDefined Portfolios, Series 1764, Guggenheim Defined Portfolios, Series 1758, Guggenheim Defined Portfolios, Series 1754, Guggenheim Defined\nPortfolios, Series 1751, Guggenheim Defined Portfolios, Series 1745, Guggenheim Defined Portfolios, Series 1739, Guggenheim Defined Portfolios,\nSeries 1738, Guggenheim Defined Portfolios, Series 1731, Guggenheim Defined Portfolios, Series 1727, Guggenheim Defined Portfolios, Series\n1725, Guggenheim Defined Portfolios, Series 1720, Guggenheim Defined Portfolios, Series 1714, Guggenheim Defined Portfolios, Series 1704,\nGuggenheim Defined Portfolios, Series 1702, Guggenheim Defined Portfolios, Series 1698, Guggenheim Defined Portfolios, Series 1695, Guggenheim\nDefined Portfolios, Series 1694, Guggenheim Defined Portfolios, Series 1684, Guggenheim Defined Portfolios, Series 1681, Guggenheim Defined\nPortfolios, Series 1678, Guggenheim Defined Portfolios, Series 1676, Guggenheim Defined Portfolios, Series 1671, Guggenheim Defined Portfolios,\nSeries 1664, Guggenheim Defined Portfolios, Series 1663, Guggenheim Defined Portfolios, Series 1657, Guggenheim Defined Portfolios, Series\n1653, Guggenheim Defined Portfolios, Series 1647, Guggenheim Defined Portfolios, Series 1628, Guggenheim Defined Portfolios, Series 1627,\nGuggenheim Defined Portfolios, Series 1626, Guggenheim Defined Portfolios, Series 1625, Guggenheim Defined Portfolios, Series 1619, Guggenheim\nDefined Portfolios, Series 1617, Guggenheim Defined Portfolios, Series 1611, Guggenheim Defined Portfolios, Series 1596, Guggenheim Defined\nPortfolios, Series 1592, Guggenheim Defined Portfolios, Series 1587, Guggenheim Defined Portfolios, Series 1582, Guggenheim Defined Portfolios,\nSeries 1576, Guggenheim Defined Portfolios, Series 1573, Guggenheim Defined Portfolios, Series 1569, Guggenheim Defined Portfolios, Series\n1562, Guggenheim Defined Portfolios, Series 1557, Guggenheim Defined Portfolios, Series 1555, Guggenheim Defined Portfolios, Series 1550,\nGuggenheim Defined Portfolios, Series 1548, Guggenheim Defined Portfolios, Series 1541, Guggenheim Defined Portfolios, Series 1540, Guggenheim\nDefined Portfolios, Series 1529, Guggenheim Defined Portfolios, Series 1524, Guggenheim Defined Portfolios, Series 1519, Guggenheim Defined\nPortfolios, Series 1510, Guggenheim Defined Portfolios, Series 1509, Guggenheim Defined Portfolios, Series 1506, Guggenheim Defined Portfolios,\nSeries 1502, Guggenheim Defined Portfolios, Series 1500, Guggenheim Defined Portfolios, Series 1499, Guggenheim Defined Portfolios, Series\n1496, Guggenheim Defined Portfolios, Series 1490, Guggenheim Defined Portfolios, Series 1488, Guggenheim Defined Portfolios, Series 1486,\nGuggenheim Defined Portfolios, Series 1479, Guggenheim Defined Portfolios, Series 1476, Guggenheim Defined Portfolios, Series 1475, Guggenheim\nDefined Portfolios, Series 1468, Guggenheim Defined Portfolios, Series 1461, Guggenheim Defined Portfolios, Series 1450, Guggenheim Defined\nPortfolios, Series 1447, Guggenheim Defined Portfolios, Series 1444, Guggenheim Defined Portfolios, Series 1440, Guggenheim Defined Portfolios,\nSeries 1435, Guggenheim Defined Portfolios, Series 1428, Guggenheim Defined Portfolios, Series 1424, Guggenheim Defined Portfolios, Series\n1422, Guggenheim Defined Portfolios, Series 1419, Guggenheim Defined Portfolios, Series 1418, Guggenheim Defined Portfolios, Series 1413,\nGuggenheim Defined Portfolios, Series 1408, Guggenheim Defined Portfolios, Series 1394, Guggenheim Defined Portfolios, Series 1390, Guggenheim\nDefined Portfolios, Series 1388, Guggenheim Defined Portfolios, Series 1387, Guggenheim Defined Portfolios, Series 1385, Guggenheim Defined\nPortfolios, Series 1377, Guggenheim Defined Portfolios, Series 1376, Guggenheim Defined Portfolios, Series 1372, Guggenheim Defined Portfolios,\nSeries 1370, Guggenheim Defined Portfolios, Series 1367, Guggenheim Defined Portfolios, Series 1364, Guggenheim Defined Portfolios, Series\n1362, Guggenheim Defined Portfolios, Series 1357, Guggenheim Defined Portfolios, Series 1355, Guggenheim Defined Portfolios, Series 1353,\nGuggenheim Defined Portfolios, Series 1351, Guggenheim Defined Portfolios, Series 1349, Guggenheim Defined Portfolios, Series 1346, Guggenheim\nDefined Portfolios, Series 1344, Guggenheim Defined Portfolios, Series 1335, Guggenheim Defined Portfolios, Series 1334, Guggenheim Defined\nPortfolios, Series 1331, Guggenheim Defined Portfolios, Series 1328, Guggenheim Defined Portfolios, Series 1325, Guggenheim Defined Portfolios,\nSeries 1321, Guggenheim Defined Portfolios, Series 1319, Guggenheim Defined Portfolios, Series 1317, Guggenheim Defined Portfolios, Series\n1314, Guggenheim Defined Portfolios, Series 1309, Guggenheim Defined Portfolios, Series 1308, Guggenheim Defined Portfolios, Series 1302,\nGuggenheim Defined Portfolios, Series 1300, Guggenheim Defined Portfolios, Series 1297, Guggenheim Defined Portfolios, Series 1294, Guggenheim\nDefined Portfolios, Series 1287, Guggenheim Defined Portfolios, Series 1285, Guggenheim Defined Portfolios, Series 1284, Guggenheim Defined\nPortfolios, Series 1274, Guggenheim Defined Portfolios, Series 1273, Guggenheim Defined Portfolios, Series 1272, Guggenheim Defined Portfolios,\nSeries 1269, Guggenheim Defined Portfolios, Series 1263, Guggenheim Defined Portfolios, Series 1262, Guggenheim Defined Portfolios, Series\n1259, Guggenheim Defined Portfolios, Series 1257, Guggenheim Defined Portfolios, Series 1253, Guggenheim Defined Portfolios, Series 1251,\nGuggenheim Defined Portfolios, Series 1250, Guggenheim Defined Portfolios, Series 1246, Guggenheim Defined Portfolios, Series 1237, Guggenheim\nDefined Portfolios, Series 1235, Guggenheim Defined Portfolios, Series 1234, Guggenheim Defined Portfolios, Series 1232, Guggenheim Defined\nPortfolios, Series 1231, Guggenheim Defined Portfolios, Series 1226, Guggenheim Defined Portfolios, Series 1218, Guggenheim Defined Portfolios,\nSeries 1214, Guggenheim Defined Portfolios, Series 1211, Guggenheim Defined Portfolios, Series 1209, Guggenheim Defined Portfolios, Series\n1207, Guggenheim Defined Portfolios, Series 1204, Guggenheim Defined Portfolios, Series 1199, Guggenheim Defined Portfolios, Series 1198,\nGuggenheim Defined Portfolios, Series 1197, Guggenheim Defined Portfolios, Series 1192, Guggenheim Defined Portfolios, Series 1191, Guggenheim\nDefined Portfolios, Series 1188, Guggenheim Defined Portfolios, Series 1186, Guggenheim Defined Portfolios, Series 1184, Guggenheim Defined\nPortfolios, Series 1181, Guggenheim Defined Portfolios, Series 1174, Guggenheim Defined Portfolios, Series 1173, Guggenheim Defined Portfolios,\nSeries 1172, Guggenheim Defined Portfolios, Series 1170, Guggenheim Defined Portfolios, Series 1168, Guggenheim Defined Portfolios, Series\n1164, Guggenheim Defined Portfolios, Series 1159, Guggenheim Defined Portfolios, Series 1156, Guggenheim Defined Portfolios, Series 1155,\nGuggenheim Defined Portfolios, Series 1153, Guggenheim Defined Portfolios, Series 1147, Guggenheim Defined Portfolios, Series 1145, Guggenheim\nDefined Portfolios, Series 1140, Guggenheim Defined Portfolios, Series 1138, Guggenheim Defined Portfolios, Series 1137, Guggenheim Defined\nPortfolios, Series 1126, Guggenheim Defined Portfolios, Series 1123, Guggenheim Defined Portfolios, Series 1120, Guggenheim Defined Portfolios,\nSeries 1119, Guggenheim Defined Portfolios, Series 1117, Guggenheim Defined Portfolios, Series 1114, Guggenheim Defined Portfolios, Series\n1112, Guggenheim Defined Portfolios, Series 1110, Guggenheim Defined Portfolios, Series 1108, Guggenheim Defined Portfolios, Series 1106,\nGuggenheim Defined Portfolios, Series 1099, Guggenheim Defined Portfolios, Series 1098, Guggenheim Defined Portfolios, Series 1093, Guggenheim\nDefined Portfolios, Series 1086, Guggenheim Defined Portfolios, Series 1085, Guggenheim Defined Portfolios, Series 1083, Guggenheim Defined\nPortfolios, Series 1079, Guggenheim Defined Portfolios, Series 1077, Guggenheim Defined Portfolios, Series 1075, Guggenheim Defined Portfolios,\nSeries 1073, Guggenheim Defined Portfolios, Series 1069, Guggenheim Defined Portfolios, Series 1063, Guggenheim Defined Portfolios, Series\n1061, Guggenheim Defined Portfolios, Series 1060, Guggenheim Defined Portfolios, Series 1051, Guggenheim Defined Portfolios, Series 1050,\nGuggenheim Defined Portfolios, Series 1049, Guggenheim Defined Portfolios, Series 1047, Guggenheim Defined Portfolios, Series 1046, Guggenheim\nDefined Portfolios, Series 1044, Guggenheim Defined Portfolios, Series 1042, Guggenheim Defined Portfolios, Series 1040, Guggenheim Defined\nPortfolios, Series 1039, Guggenheim Defined Portfolios, Series 1033, Guggenheim Defined Portfolios, Series 1020, Guggenheim Defined Portfolios,\nSeries 1016, Guggenheim Defined Portfolios, Series 1015, Guggenheim Defined Portfolios, Series 1011, Guggenheim Defined Portfolios, Series\n1010, Guggenheim Defined Portfolios, Series 1008, Guggenheim Defined Portfolios, Series 1005, Guggenheim Defined Portfolios, Series 1004,\nGuggenheim Defined Portfolios, Series 1000, Guggenheim Defined Portfolios, Series 999, Guggenheim Defined Portfolios, Series 996, Guggenheim\nDefined Portfolios, Series 994, Guggenheim Defined Portfolios, Series 991, Guggenheim Defined Portfolios, Series 990, Guggenheim Defined\nPortfolios, Series 987, Guggenheim Defined Portfolios, Series 983, Guggenheim Defined Portfolios, Series 982, Guggenheim Defined Portfolios,\nSeries 979, Guggenheim Defined Portfolios, Series 971, Guggenheim Defined Portfolios, Series 968, Guggenheim Defined Portfolios, Series\n967, Guggenheim Defined Portfolios, Series 963, Guggenheim Defined Portfolios, Series 962, Guggenheim Defined Portfolios, Series 961,\nGuggenheim Defined Portfolios, Series 959, Guggenheim Defined Portfolios, Series 955, Guggenheim Defined Portfolios, Series 954, Guggenheim\nDefined Portfolios, Series 951, Guggenheim Defined Portfolios, Series 948, Guggenheim Defined Portfolios, Series 947, Guggenheim Defined\nPortfolios, Series 945, Guggenheim Defined Portfolios, Series 944, Guggenheim Defined Portfolios, Series 942, Guggenheim Defined Portfolios,\nSeries 940, Guggenheim Defined Portfolios, Series 938, Guggenheim Defined Portfolios, Series 937, Guggenheim Defined Portfolios, Series\n936, Guggenheim Defined Portfolios, Series 935, Guggenheim Defined Portfolios, Series 932, Guggenheim Defined Portfolios, Series 930,\nGuggenheim Defined Portfolios, Series 925, Guggenheim Defined Portfolios, Series 922, Guggenheim Defined Portfolios, Series 919, Guggenheim\nDefined Portfolios, Series 916, Guggenheim Defined Portfolios, Series 915, Guggenheim Defined Portfolios, Series 913, Guggenheim Defined\nPortfolios, Series 912, Guggenheim Defined Portfolios, Series 910, Guggenheim Defined Portfolios, Series 908, Guggenheim Defined Portfolios,\nSeries 901, Guggenheim Defined Portfolios, Series 900, Guggenheim Defined Portfolios, Series 897, Guggenheim Defined Portfolios, Series\n889, Guggenheim Defined Portfolios, Series 888, Guggenheim Defined Portfolios, Series 880, Guggenheim Defined Portfolios, Series 879,\nGuggenheim Defined Portfolios, Series 877, Guggenheim Defined Portfolios, Series 876, Guggenheim Defined Portfolios, Series 874, Guggenheim\nDefined Portfolios, Series 863, Guggenheim Defined Portfolios, Series 847, Guggenheim Defined Portfolios, Series 846, Guggenheim Defined\nPortfolios, Series 842, Guggenheim Defined Portfolios, Series 840, Guggenheim Defined Portfolios, Series 832, Guggenheim Defined Portfolios,\nSeries 817, Guggenheim Defined Portfolios, Series 814, Guggenheim Defined Portfolios, Series 813, Guggenheim Defined Portfolios, Series\n811, Guggenheim Defined Portfolios, Series 805, Guggenheim Defined Portfolios, Series 792, Guggenheim Defined Portfolios, Series 791,\nGuggenheim Defined Portfolios, Series 788, Guggenheim Defined Portfolios, Series 779, Guggenheim Defined Portfolios, Series 767, Guggenheim\nDefined Portfolios, Series 766, Guggenheim Defined Portfolios, Series 751, Guggenheim Defined Portfolios, Series 750, Guggenheim Defined\nPortfolios, Series 747, Guggenheim Defined Portfolios, Series 746, Guggenheim Defined Portfolios, Series 287, Claymore Securities Defined\nPortfolios, Series 714, Claymore Securities Defined Portfolios, Series 712, Claymore Securities Defined Portfolios, Series 688, Claymore\nSecurities Defined Portfolios, Series 687, Claymore Securities Defined Portfolios, Series 680, Claymore Securities Defined Portfolios,\nSeries 648, Claymore Securities Defined Portfolios, Series 645, Claymore Securities Defined Portfolios, Series 617, Claymore Securities\nDefined Portfolios, Series 610, Claymore Securities Defined Portfolios, Series 609, Claymore Securities Defined Portfolios, Series 567,\nClaymore Securities Defined Portfolios, Series 526, Claymore Securities Defined Portfolios, Series 314, Claymore Securities Defined Portfolios,\nSeries 295, Claymore Securities Defined Portfolios, Series 154, Claymore Securities Defined Portfolios, Series 153, Claymore Securities\nDefined Portfolios, Series 136, Claymore Securities Defined Portfolios, Series 129, Claymore Securities Defined Portfolios, Series 128,\nClaymore Securities Defined Portfolios, Series 121, Claymore Securities Defined Portfolios, Series 118, Claymore Securities Defined Portfolios,\nSeries 117, Claymore Securities Defined Portfolios, Series 116, Ranson Unit Investment Trusts, Series 53 and Series 90, Kemper Defined\nFunds, Series 9, Kemper Defined Funds, Series 45, Kemper Defined Funds Insured National Series 1, Kemper Insured Corporate Trust, Series\n1, Kemper Tax-Exempt Insured Income Trust, Multi-State Series 19, and Kemper Government Securities Trust, Series 39 (GNMA Portfolio),\nSeries 40 (GNMA Portfolio) and Series 41 (U.S. Treasury Portfolio) for purposes of the representations required by Rule 487 and represents\nthe following:

(1) that\nthe portfolio securities deposited in the series as to the securities of which this Registration Statement is being filed do not differ\nmaterially in type or quality from those deposited in such previous series;

(2) that,\nexcept to the extent necessary to identify the specific portfolio securities deposited in, and to provide essential financial information\nfor, the series with respect to the securities of which this Registration Statement is being filed, this Registration Statement does not\ncontain disclosures that differ in any material respect from those contained in the registration statements for such previous series as\nto which the effective date was determined by the Commission or the staff; and

(3) that\nit has complied with Rule 460 under the Securities Act of 1933.

[The\nRemainder of this Page was Intentionally Left Blank]

Signatures

Pursuant to the requirements\nof the Securities Act of 1933, the Registrant, Guggenheim Defined Portfolios, Series 2638 has duly caused this Amendment to the Registration\nStatement to be signed on its behalf by the undersigned thereunto duly authorized in the City of Chicago and State of Illinois on the\n4th day of November, 2026.

GUGGENHEIM DEFINED PORTFOLIOS,\nSERIES 2638

\t(Registrant)

By GUGGENHEIM FUNDS DISTRIBUTORS,\nLLC

\t(Depositor)

By\t/s/ Amy Lee\t

Amy Lee,
\nVice President and Secretary

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

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Signature*	Title	Date
		) \n) \n) \n)	\nBy:	/s/ Amy Lee\t \nAmy Lee \nAttorney-in-Fact*
Dina DiLorenzo*	President of Guggenheim Funds Distributors, LLC	) \n)		November 4, 2026
Dominick Cogliandro*	Chief Operating Officer of Guggenheim Funds Distributors, LLC	) \n) \n)		November 4, 2026
Rebecca Chan*	Treasurer of Guggenheim Funds Distributors, LLC	) \n) \n)		November 4, 2026
Rebecca Chan*	Principal Financial Officer of Guggenheim Funds Distributors, LLC (fulfills the role of principal accounting officer)	) \n) \n) \n) \n) \n)		November 4, 2026
/s/ Amy Lee\t \nAmy lee	Vice President and Secretary of Guggenheim Funds Distributors, LLC			November 4, 2026

Executed copies of the related powers of attorney\nwere filed as Exhibit 6.0 to the Registration Statement of Guggenheim Defined Portfolios, Series 2626 on September 28, 2026.

Consent\nof Independent Registered Public Accounting Firm

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

Consent of Chapman and\nCutler LLP

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

Consent of Dorsey &\nWhitney LLP

The consent of Dorsey\n& Whitney LLP to the use of its name in the Prospectus included in the Registration Statement is contained in its opinion filed by\nthis amendment as Exhibit 3.3 to the Registration Statement.

List of Exhibits

1.1

Reference Trust Agreement.

1.1.1

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

2.1

Code of Ethics (Reference is made to Exhibit 2.1 to Amendment No. 1 to the Registration Statement on Form S-6 for Claymore Securities Defined Portfolios, Series 213 (File No. 333-122184) filed on February 9, 2005).

3.1

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

3.2

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

3.3

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

4.1

Consent of Independent Registered Public Accounting Firm.

6.0

Powers of Attorney authorizing Amy Lee to execute the Registration Statement. (Reference is made to Exhibit 6.0 to the Registration Statement on Form S-6 for Guggenheim Defined Portfolios, Series 2626 (File No. 333-297463) filed on September 28, 2026.

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