advisors corporate trust—navellier/dial high income

A portfolio of investment gradecorporate bonds

seeking current income andcapital preservation

Prospectus

February 10, 2012

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

Advisors Corporate Trust—Navellier/Dial High IncomeOpportunities Portfolio, Series 45

(Advisors Disciplined Trust 823)

IINNVVEESSTTMMEENNTT OOBBJJEECCTTIIVVEE

The trust seeks to provide current interest incomeand capital preservation.

PPRRIINNCCIIPPAALL IINNVVEESSTTMMEENNTT SSTTRRAATTEEGGYY

The trust seeks to provide high current interestincome and capital preservation by investing in aportfolio consisting primarily of interest-bearing cor-porate debt obligations rated investment grade qualityas of the trust’s inception. The portfolio was selectedby Navellier & Associates, Inc. (the “PortfolioConsultant”). Dial Capital Management, LLC (“Dial”)provided assistance to the Portfolio Consultant in con-nection with selection of the portfolio. The PortfolioConsultant selected the bonds in the portfolio afterdetailed credit analysis in an effort to create a portfoliothat it believes can maintain adequate cash flow andgood asset liability balances. There is no assurance thetrust will achieve its objective.

Investment grade corporate bonds are ratedBBB- or higher by Standard & Poor’s or Baa3 orhigher by Moody’s Investor Service. Certain corpo-rate bonds held by the trust may be rated as invest-ment grade by only one credit rating organizationand either unrated or below investment grade by theother. These ratings are based upon an evaluation bya credit rating organization of the corporation’s credithistory and ability to repay obligations. An invest-ment grade rating generally signifies that a credit rat-ing agency considers the current quality of a bond tobe sufficient to provide reasonable assurance of theissuer’s ability to meet its obligation to bondholders.

PPRRIINNCCIIPPAALL RRIISSKKSS

As with all investments, you can lose money byinvesting in this trust. The trust also might not performas well as you expect. This can happen for reasons suchas these:

• BBoonndd pprriicceess wwiillll fflluuccttuuaattee. The value of yourinvestment may fall over time.

• TThhee vvaalluuee ooff tthhee bboonnddss wwiillll ggeenneerraallllyy ffaallll iiff iinntteerr--eesstt rraatteess,, iinn ggeenneerraall,, rriissee.. No one can predictwhether interest rates will rise or fall in the future.

• AA bboonndd iissssuueerr mmaayy bbee uunnaabbllee ttoo mmaakkee iinntteerreessttaanndd//oorr pprriinncciippaall ppaayymmeenntt iinn tthhee ffuuttuurree..

• TThhee ffiinnaanncciiaall ccoonnddiittiioonn ooff aann iissssuueerr mmaayy wwoorrsseennoorr iittss ccrreeddiitt rraattiinnggss mmaayy ddrroopp,, rreessuullttiinngg iinn aa rreedduucc--ttiioonn iinn tthhee vvaalluuee ooff yyoouurr uunniittss.. This may occur atany point in time, including during the primaryoffering period.

• AA bboonndd iissssuueerr mmiigghhtt pprreeppaayy oorr ““ccaallll”” aa bboonnddbbeeffoorree iittss ssttaatteedd mmaattuurriittyy.. If this happens, thetrust will distribute the principal to you but futureinterest distributions will fall. A bond’s call pricecould be less than the price the trust paid for thebond. If enough bonds are called, the trust couldterminate earlier than expected.

• TThhee ttrruusstt iiss ccoonnssiiddeerreedd ttoo bbee ccoonncceennttrraatteedd iinnbboonnddss iissssuueedd bbyy ccoommppaanniieess iinn tthhee ffiinnaanncciiaallss sseeccttoorr..Negative developments in this sector will affect thevalue of your investment more than would be thecase in a more diversified investment.

• WWee** ddoo nnoott aaccttiivveellyy mmaannaaggee tthhee ppoorrttffoolliioo.. Exceptin limited circumstances, the trust will hold, andmay continue to buy, the same bonds even if themarket value declines.

2 Investment Summary

INVESTMENT SUMMARY

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

WWHHOO SSHHOOUULLDD IINNVVEESSTT

You should consider this investment if you want:

• to own securities representing interests in corpo-rate bonds in a single investment.

• the potential to receive monthly distributions ofincome with capital preservation potential.

You should not consider this investment if you:

• are uncomfortable with the risks of an unman-aged investment in corporate bonds.

• want capital appreciation.

FFEEEESS AANNDD EEXXPPEENNSSEESS

The amounts below are estimates of the direct andindirect expenses that you may incur based on the ini-tial unit price. Actual expenses may vary.

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

SSaalleess FFeeee IInnvveesstteedd UUnniitt

Maximum sales fee 3.00% $30.00

OOrrggaanniizzaattiioonn CCoossttss 0.50% $4.99

AAss aa %% AAmmoouunnttAAnnnnuuaall ooff NNeett ppeerrOOppeerraattiinngg EExxppeennsseess AAsssseettss UUnniitt

Trustee fee & expenses 0.14% $1.35Supervisory, evaluation

and administration fees 0.10 1.00Total 0.24% $2.35

EEXXAAMMPPLLEE

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

1 year $3733 years $4205 years $46710 years $585

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

Investment Summary 3

ESSENTIAL INFORMATION

Principal amount ofsecurities per unit at inception* $905.64

Public offering price per unitat inception* $1,000.00

Inception date February 10, 2012

Estimated Current Return* 5.97%Estimated Long-Term Return* 4.61%

Estimated net annual interestincome per unit* $59.73

Estimated initial distribution per unit* $4.14

Estimated normal monthlydistribution per unit* $4.97

Weighted average maturityof securities* 5.80 years

Weighted average modifiedduration of securities* 4.59 years

Distribution dates 25th day of each monthRecord dates 10th day of each month

Initial distribution date March 25, 2012Initial record date March 10, 2012

CUSIP NumberStandard Accounts 00770L861Fee Based Accounts 00770L879

Ticker Symbol ACTNEX

Minimum investment 1 unit

* As of February 9, 2012 and may vary thereafter.

IILLLLUUSSTTRRAATTIIOONN OOFF SSAALLEESS FFEEEE DDIISSCCOOUUNNTTSS

We offer a variety of ways for you to reduce the sales fee you pay when you buy units. The table below shows whatthe public offering price pr unit, estimated current return and estimated long-term return would have been as of theclose of business on the business day prior to the trust’s inception date based on certain sales fee levels. Please referto “Understanding Your Investment—How to Buy Units—Reducing Your Sales Fee” for details on the applicabilityof and guidelines associated with all sales fee discounts. Please refer to “Understanding Your Investment—HowYour Trust Works—Estimated Current and Long-Term Returns” for more information about estimated current andlong-term returns. The public offering price per unit and interest income received by the trust will vary over timefor various reasons. There is no assurance that the estimated current returns or estimated long-term returns will berealized in the future.

Less than 100 units* $1,000.00 5.97% 4.61%100 - 249 units* 997.43 5.99 4.66250 - 499 units* 994.87 6.00 4.71500 - 999 units* 992.33 6.02 4.771,000 - 4,999 units* 989.80 6.03 4.825,000 - 9,999 units* 987.28 6.05 4.8710,000 or more units* 984.77 6.07 4.92“Fee Account” discount transaction 977.50 6.11 5.07“Exchange Option” discount transaction 994.87 6.00 4.71

+As of February 9, 2012 and will vary thereafter.

*Purchase levels for the “Large Purchase” discounts are also applied on a dollar basis using a $1,000 unit equivalent asdescribed under “Understanding Your Investment—How to Buy Units—Reducing Your Sales Fee—Large Purchases”.

PublicOffering Estimated EstimatedPrice per Current Long-Term

Transaction: unit+ Return+ Return+


Advisors Corporate Trust—Navellier/Dial High Income Opportunities Portfolio, Series 45(Advisors Disciplined Trust 823)PortfolioAs of the Initial Date of Deposit, February 10, 2012

CORPORATE BONDS — 100.00%

Consumer Discretionary - 8.50%$900,000 Expedia, Incorporated, 7.456% Due 08/15/2018 (5) $1,018,440

1,000,000 Gannett Company, Incorporated, 7.125% Due 09/01/2018 (5) 9/1/2014 @ 103.563 1,057,500

Energy - 4.22%900,000 Transocean Sedco Forex Incorporated, 7.375% Due 04/15/2018 (5)(8) 1,030,050

Financials - 28.86%900,000 Brandywine Operating Partnership, L.P., 4.95% Due 04/15/2018 (5) 3/15/2018 @ 100 906,930800,000 Developers Diversified Realty Corporation, 9.625% Due 03/15/2016 964,136

1,000,000 The Goldman Sachs Group, Incorporated, 5.625% Due 01/15/2017 1,052,6001,000,000 Icahn Enterprises L.P./ Icahn Enterprises Finance Corporation,

7.75% Due 01/15/2016 1/15/2013 @ 103.875 1,056,2501,000,000 Jefferies Group, Incorporated, 5.125% Due 04/13/2018 (5) 937,2001,000,000 Lazard Group, LLC, 6.85% Due 06/15/2017 (5) 1,096,4301,000,000 Merrill Lynch & Company, Incorporated, 6.05% Due 05/16/2016 (5) 1,027,910

Industrials - 13.68%2,000,000 International Lease Finance Corporation, 8.75% Due 03/15/2017 2,258,0001,000,000 Pitney Bowes, Incorporated, 5.60% Due 03/15/2018 1,081,760

Information Technology - 14.89%2,500,000 Computer Sciences Corporation, 6.50% Due 03/15/2018 (5) 2,602,750

900,000 Lexmark International, Incorporated, 6.65% Due 06/01/2018 (5) 1,028,547

Materials - 4.32%1,000,000 ArcelorMittal, Incorporated, 6.125% Due 06/01/2018 (5)(8) 1,053,650

Telecommunication Services - 14.77%1,000,000 Qwest Capital Funding Incorporated/US West Capital

Funding Incorporated, 6.50% Due 11/15/2018 (5) 1,051,0302,500,000 Telecom Italia Capital, 6.999% Due 06/04/2018 (5)(8) 2,553,125

Utilities - 10.76%2,500,000 Ameren Energy Generating Company, 7.00% Due 04/15/2018 (5) 2,625,000

$22,900,000 $24,401,308

See “Notes to Portfolio”

Cost ofPrincipal Name of Issuer, Interest Rate Redemption SecuritiesAmount and Maturity Date(1)(2) Feature(3) to Trust(4)

Investment Summary 5

Notes to Portfolio

(1) The securities are represented by contracts to purchase such securities the performance of which is secured by an irrevocableletter of credit. Contracts to acquire the securities were entered into during the period from February 8, 2012 to February 9, 2012and have expected settlement dates during the period from February 13, 2012 to February 14, 2012.

(2) The bonds may be subject to redemption without premium at any time pursuant to extraordinary optional or mandatoryredemptions if certain events occur.

(3) This is the year in which each bond is initially or currently callable and the call price for that year. Each bond continues to becallable at declining prices thereafter (but not below par value) except for original issue discount bonds which are redeemableat prices based on the issue price plus the amount of original issue discount accreted to redemption date plus, if applicable,some premium, the amount of which will decline in subsequent years. “S.F.” indicates a sinking fund is established withrespect to an issue of bonds. The bonds may also be subject to redemption without premium at any time pursuant to extraor-dinary optional or mandatory redemptions if certain events occur.

(4) The cost of each security is based on the current offering side evaluation as of the close of the New York Stock Exchange onthe business day prior to the trust’s inception date. During the initial offering period, evaluations of securities are made on thebasis of current offering side evaluations of the securities. The aggregate offering price is greater than the aggregate bid priceof the securities, which is the basis on which redemption prices will be determined for purposes of redemption of units afterthe initial offering period. In accordance with Accounting Standards Codification 820, “Fair Value Measurements”, the trust’sinvestments are classified as Level 2, which refers to security prices determined using significant observable inputs when quot-ed prices in active markets for identical securities are not available. Observable inputs are inputs such as quoted prices forsimilar securities, quoted prices for identical securities in markets that are not active, and other inputs that are observable orcan be corroborated by observable market data. The cost of the securities to the sponsor and the sponsor’s profit or (loss)(which is the difference between the cost of the securities to the sponsor and the cost of the securities to the trust) are$24,323,905 and $77,403, respectively.

(5) This security has a “make whole” call option and is redeemable in whole or in part at any time at the option of the issuer at aredemption price that is generally equal to the sum of the principal amount of the security, a “make whole” amount, and anyaccrued and unpaid interest to the date of redemption. The “make whole” amount is generally equal to the excess, if any, of(i) the aggregate present value as of the date of redemption of principal being redeemed and the amount of interest (exclusiveof interest accrued to the date of redemption) that would have been payable if redemption had not been made, determined bydiscounting the remaining principal and interest at a specified rate (which varies from bond to bond and is generally equal toan average of yields on U.S. Treasury obligations with maturities corresponding to the remaining life of the bond plus a pre-mium rate) from the dates on which the principal and interest would have been payable if the redemption had not been made,over (ii) the aggregate principal amount of the bonds being redeemed.

(6) Any bond marked with this note has been purchased on a “when, as and if issued” or “delayed delivery” basis. Delivery ofthese bonds is expected to take place at various dates after the first settlement date of the trust, which is normally three busi-ness days following the trust’s inception date. Interest on these bonds begins accruing to the benefit of unitholders on therelated delivery dates for the bonds.

(7) Any bond marked with this note was issued at an original issue discount.

(8) This is a bond issued by a foreign company.

Corporate bonds comprise approximately 100.00% of the investments in the trust, broken down by country of organization asset forth below:

Cayman Islands 4.22%Luxembourg 14.78%United States 81.00%

(9) This bond is subject to potential interest rate adjustments, not to exceed 2.00 percentage points above the bond’s originalinterest rate, if either Moody’s Investor Service or Standard & Poor’s (or, in certain limited circumstances, another ratings serv-ice) downgrades their rating for this bond (or upgrades the rating after such a downgrade). The interest rate set forth here rep-resents the current interest rate applicable to the bond.

(10) The interest rate payable on this bond was adjusted in the past by a one-time increase due to a ratings downgrade related toa corporate acquisition. Any future credit rating improvements may result in a decrease in the interest rate payable on thisbond. The interest rate set forth here represents the current interest rate applicable to the bond.


HHOOWW TTOO BBUUYY UUNNIITTSS

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

• the net asset value per unit plus

• cash to pay organization costs plus

• the sales fee plus

• accrued interest, if any.

The “net asset value per unit” is the value ofthe securities, cash and other assets in a trustreduced by the liabilities of a trust divided by thetotal units outstanding. We often refer to thepublic offering price of units as the “offer price”or “purchase price.” The offer price will be effec-tive for all orders received prior to the close ofregular trading on the New York Stock Exchange(normally 4:00 p.m. Eastern time). If we receiveyour order prior to the close of regular trading onthe New York Stock Exchange or authorizedfinancial professionals receive your order prior tothat time and properly transmit the order to usby the time that we designate, then you willreceive the price computed on the date of receipt.If we receive your order after the close of regulartrading on the New York Stock Exchange, ifauthorized financial professionals receive yourorder after that time or if orders are received bysuch persons and are not transmitted to us by thetime that we designate, then you will receive theprice computed on the date of the next deter-mined offer price provided that your order isreceived in a timely manner on that date. It isthe responsibility of the authorized financial pro-

fessional to transmit the orders that they receiveto us in a timely manner. Certain broker-dealersmay charge a transaction or other fee for process-ing unit purchase orders.

OOrrggaanniizzaattiioonn CCoossttss.. During the initial offer-ing period, part of the value of the units repre-sents an amount of cash deposited to pay thecosts of creating your trust. These costs includethe costs of preparing the registration statementand legal documents, federal and state registra-tion fees, the Portfolio Consultant’s securityselection fee, the initial fees and expenses of thetrustee and the initial audit. Your trust will reim-burse us for these costs at the end of the initialoffering period or after six months, if earlier.The value of your units will decline when thetrust pays these costs.

AAccccrruueedd IInntteerreesstt.. Accrued interest representsunpaid interest on a security from the last day itpaid interest. Accrued interest on the trust unitsconsists of two elements. The first element arisesas a result of accrued interest which is the accu-mulation of unpaid interest on bonds in the trustfrom the last day on which interest was paid onthe bonds. Interest on the bonds is generally paidsemi-annually, although the trust accrues suchinterest daily. Because your trust always has anamount of interest earned but not yet collected,the public offering price of units will have addedto it the proportionate share of accrued interest tothe date of settlement. The second element ofaccrued interest arises because of the structure ofthe trust’s interest account. The trustee has nocash for distribution to unitholders until itreceives interest payments on the bonds in thetrust and may be required to advance its ownfunds to make trust interest distributions. As aresult, interest account balances are established tolimit the need for the trustee to advance funds inconnection with such interest distributions. If

UNDERSTANDING YOUR INVESTMENT

Understanding Your Investment 7

you sell or redeem your units you will be entitledto receive your proportionate share of the accruedinterest from the purchaser of your units.

VVaalluuee ooff tthhee SSeeccuurriittiieess.. We determine thevalue of the securities as of the close of regulartrading on the New York Stock Exchange on eachday that exchange is open. We generally deter-mine the value of securities during the initialoffering period based on the aggregate offeringside evaluations of the securities determined(a) on the basis of current offering prices of thesecurities, (b) if offering prices are not availablefor any particular security, on the basis of currentoffering prices for comparable securities, (c) bydetermining the value of securities on the offerside of the market by appraisal, or (d) by anycombination of the above. After the initial offer-ing period ends, we generally determine the valueof the securities as described in the preceding sen-tence based on the bid side evaluations ratherthan the offering side evaluations. The offeringside price generally represents the price at whichinvestors in the market are willing to sell a securi-ty and the bid side evaluation generally representsthe price that investors in the market are willingto pay to buy a security. The bid side evaluationis lower than the offering side evaluation. As aresult of this pricing method, unitholders shouldexpect a decrease in the net asset value per uniton the day following the end of the initial offer-ing period equal to the difference between thecurrent offering side evaluation and bid side eval-uation of the securities.

Capelogic, Inc., an independent pricing serv-ice, determined the initial prices of the securitiesshown under “Portfolio” in this prospectus asdescribed above at the close of regular trading onthe New York Stock Exchange on the businessday before the date of this prospectus. On thefirst day we sell units we will compute the unit

price as of the close of regular trading on theNew York Stock Exchange or the time the regis-tration statement filed with the Securities andExchange Commission becomes effective, if later.

SSaalleess FFeeee.. You pay a fee in connection withpurchasing units. We refer to this fee as the “salesfee.” The maximum sales fee equals 3.00% of thepublic offering price per unit at the time of pur-chase. You pay the initial sales fee at the time youbuy units.

RReedduucciinngg YYoouurr SSaalleess FFeeee. We offer a variety ofways for you to reduce the fee you pay. It is yourfinancial professional’s responsibility to alert us ofany discount when you order units.

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

If you purchase: Your fee will be:

Less than 100 units 3.00%100 - 249 units 2.75250 - 499 units 2.50500 - 999 units 2.251,000 - 4,999 units 2.005,000 - 9,999 units 1.7510,000 or more units 1.50

We apply these fees as a percent of the publicoffering price per unit at the time of purchase.We also apply the different purchase levels on adollar basis using a $1,000 unit equivalent. Forexample, if you invest between $250,000 and$499,999, your fee is 2.50% of your public offer-ing price per unit.

You may aaggggrreeggaattee unit orders submitted bythe same person for units of any of the trusts wesponsor on any single day from any one broker-dealer to qualify for a purchase level. You can

8 Understanding Your Investment

also include these purchases as your own for pur-poses of this aggregation:

• orders submitted by your spouse or minorchildren living in the same household and

• orders submitted by your trust estate orfiduciary accounts.

The discounts described above apply duringthe initial offering period.

Fee Accounts. Investors may purchase unitsthrough registered investment advisers, certifiedfinancial planners or registered broker-dealers whoin each case either charge investor accounts (“FeeAccounts”) periodic fees for brokerage services,financial planning, investment advisory or assetmanagement services, or provide such services inconnection with an investment account for whicha comprehensive “wrap fee” charge (“Wrap Fee”)is imposed. You should consult your financialprofessional to determine whether you can benefitfrom these accounts. If units of the trust are pur-chased for a Fee Account and the units are subjectto a Wrap Fee in such Fee Account (i.e., the trustis “Wrap Fee Eligible”), then investors may be eli-gible to purchase units of the trust in these FeeAccounts at the public offering price less the regu-lar underwriter or dealer concession.

This discount applies during the initial offer-ing period and in the secondary market. CertainFee Account investors may be assessed transac-tion or other fees on the purchase and/orredemption of units by their broker-dealer orother processing organizations for providing cer-tain transaction or account activities. We reservethe right to limit or deny purchases of units inFee Accounts by investors or selling firms whosefrequent trading activity is determined to bedetrimental to the trust.

Employees. We waive a portion of the salesfee for purchases made by officers, directors andemployees of us or our affiliates and their familymembers (spouses, children and parents). Wealso waive a portion of the sales fee for purchasesmade by registered representatives of selling firmsand their family members (spouses, children andparents). These purchases may be made at thepublic offering price per unit less the applicableunderwriter or dealer concession. This discountapplies during the initial offering period and inthe secondary market. All employee discountsare subject to the policies of the related sellingfirm. Only officers, directors and employees ofcompanies that allow their employees to partici-pate in this employee discount program are eligi-ble for the discounts.

Exchange Option. We waive a portion of thesales fee on units of the trust offered in thisprospectus if you buy your units with redemptionor termination proceeds from any of our otherunit trusts. You may also purchase units of thetrusts offered in this prospectus at this reduced feeif you purchase your units with (1) terminationproceeds from an unaffiliated unit trust or (2)redemption proceeds from an unaffiliated unittrust if such trust is scheduled to terminate within30 days of the redemption. The discounted salesfee for these transactions is 2.50% of the publicoffering price per unit at the time of purchase.However, if you use redemption or terminationproceeds to purchase 250 or more units of thetrust, the maximum sales fee on your units will belimited to the maximum sales fee for the applica-ble amount invested in the table under “LargePurchases” above. To qualify for this discount, thetermination or redemption proceeds used to pur-chase units of the trust offered in this prospectusmust be derived from a transaction that occurredwithin 30 days of your purchase of units of thetrust offered in this prospectus. In addition, the


discount will only be available for investors thatutilize the same broker-dealer (or a different bro-ker-dealer with appropriate notification) for boththe unit purchase and the transaction resulting inthe receipt of the termination or redemption pro-ceeds used for the unit purchase. You may berequired to provide appropriate documentation orother information to your broker-dealer to evi-dence your eligibility for this sales fee discount.

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

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

HHOOWW TTOO SSEELLLL YYOOUURR UUNNIITTSS

You can sell or redeem your units on anybusiness day the New York Stock Exchange isopen by contacting your financial professional.Unit prices are available daily on the Internet atwwwwww..AAAAMMppoorrttffoolliiooss..ccoomm or through your financialprofessional. The sale and redemption price ofunits is equal to the net asset value per unit, pro-vided that you will not pay organization costs ifyou sell or redeem units during the initial offeringperiod. The sale and redemption price is some-times referred to as the “liquidation price”.Certain broker-dealers may charge a transactionor other fee for processing unit redemption or salerequests.

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

RReeddeeeemmiinngg UUnniittss. You may also redeem yourunits directly with the trustee, The Bank of NewYork Mellon, on any day the New York StockExchange is open. The redemption price thatyou will receive for units is equal to the net assetvalue per unit, provided that you will not payorganization costs if you redeem units duringthe initial offering period. You will receive thenet asset value for a particular day if the trusteereceives your completed redemption requestprior to the close of regular trading on the NewYork Stock Exchange. Redemption requestsreceived by authorized financial professionalsprior to the close of regular trading on the NewYork Stock Exchange that are properly transmit-ted to the trustee by the time designated by thetrustee, are priced based on the date of receipt.Redemption requests received by the trusteeafter the close of regular trading on the NewYork Stock Exchange, redemption requestsreceived by authorized financial professionalsafter that time or redemption requests receivedby such persons that are not transmitted to the


trustee until after the time designated by thetrustee, are priced based on the date of the nextdetermined redemption price provided they arereceived in a timely manner by the trustee onsuch date. It is the responsibility of authorizedfinancial professionals to transmit redemptionrequests received by them to the trustee so theywill be received in a timely manner. If yourrequest is not received in a timely manner or isincomplete in any way, you will receive the nextnet asset value computed after the trusteereceives your completed request.

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

EExxcchhaannggee OOppttiioonn. You may be able toexchange your units for units of our other unittrusts at a reduced sales fee. You can contactyour financial professional for more informationabout trusts currently available for exchanges.Before you exchange units, you should read theprospectus carefully and understand the risks andfees. You should then discuss this option withyour financial professional to determine whetheryour investment goals have changed, whethercurrent trusts suit you and to discuss tax conse-quences. We may discontinue this option uponsixty days notice.

DDIISSTTRRIIBBUUTTIIOONNSS

MMoonntthhllyy DDiissttrriibbuuttiioonnss. Your trust generallypays interest from its net investment income (pro-rated on an annual basis) along with any availableprincipal paid on the securities on each monthlydistribution date to unitholders of record on thepreceding record date. The record and distribu-tion dates are shown under “EssentialInformation” in the “Investment Summary” sec-tion of this prospectus. In some cases, your trustmight pay a special distribution if it holds anexcessive amount of cash pending distribution.The amount of your distributions will vary fromtime to time as interest and principal paymentschange or trust expenses change.

Interest received by your trust, including thatpart of the proceeds of any disposition of bondswhich represents accrued interest, is credited bythe trustee to your trust’s “interest account”.Other receipts are credited to the “principalaccount”. After deduction of amounts sufficientto reimburse the trustee, without interest, for anyamounts advanced and paid to the sponsor as theunitholder of record as of the first settlementdate, interest received will be distributed on eachdistribution date to unitholders of record as ofthe preceding record date. All distributions willbe net of estimated expenses. Funds in the prin-cipal account will be distributed on each distri-bution date to unitholders of record as of thepreceding record date provided that the amountavailable for distribution therein shall equal atleast $1.00 per unit.

Because interest payments are not received byyour trust at a constant rate throughout the yearand the interest rates on certain bonds in the trustmay adjust periodically, interest distributions maybe more or less than the amount credited to theinterest account as of the record date. For the


purpose of minimizing fluctuations in interestdistributions, the trustee is authorized to advanceamounts necessary to provide interest distribu-tions of approximately equal amounts. Thetrustee is reimbursed for these advances fromfunds in the interest account on the next recorddate. Investors who purchase units between arecord date and a distribution date will receivetheir first distribution on the second distributiondate after the purchase.

EEssttiimmaatteedd DDiissttrriibbuuttiioonnss.. The estimated netannual interest income per unit, estimated initialdistribution per unit and estimated normalmonthly distribution per unit as of the close ofbusiness the day before your trust’s inception dateare shown under “Essential Information” in the“Investment Summary” section of this prospectus.We generally base these amounts on the estimatedcash flows of the bonds per unit based on the cur-rent interest rate applicable to the bonds. Sincecertain of the bonds may be subject to potentialinterest rate adjustments related to changes in thebonds’ ratings provided by certain ratings services,estimated distributions may fluctuate over timeand actual distributions may vary from estimatedamounts. The actual distributions that youreceive will vary from these estimates withchanges in expenses, interest rates (includinginterest rate adjustments related to changes in thebonds’ ratings as provided by certain ratings serv-ices) and maturity, call, default or sale of bonds.You may request the estimated cash flows fromthe sponsor. The estimated cash flows are com-puted based on factors described under“Understanding Your Investment—How YourTrust Works—Estimated Current and Long-TermReturns”.

RReeppoorrttss. The trustee or your financial profes-sional will make available to you a statementshowing income and other receipts of your trust

for each distribution. Each year the trustee oryour financial professional will also provide anannual report on your trust’s activity and certaintax information. You can request copies of securi-ty evaluations to enable you to complete your taxforms and audited financial statements for yourtrust, if available.

IINNVVEESSTTMMEENNTT RRIISSKKSS

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

MMaarrkkeett rriisskk is the risk that the value of thesecurities in your trust will fluctuate. This couldcause the value of your units to fall below youroriginal purchase price or below the principalvalue. Market value fluctuates in response to vari-ous factors. These can include changes in interestrates, inflation, the financial condition of a securi-ty’s issuer, perceptions of the issuer, or ratings ona security. Even though we supervise your portfo-lio, you should remember that we do not manageyour portfolio. Your trust will not sell a securitysolely because the market value falls as is possiblein a managed fund.

IInntteerreesstt rraattee rriisskk is the risk that the value ofsecurities will fall if interest rates, in general,increase. The securities in your trust typically fallin value when interest rates, in general, rise andrise in value when interest rates, in general, fall.Securities with longer periods before maturity areoften more sensitive to general interest ratechanges.


Certain bonds in the portfolio may be subjectto interest rate adjustments if either Moody’sInvestor Services or Standard & Poor’s (or, in cer-tain limited circumstances, another ratings serv-ice) downgrades the rating for such bond (orupgrades the rating after such a downgrade). Theinterest rates payable on certain bonds in theportfolio may have already been increased due topast ratings downgrades. Any future credit ratingimprovements on such bonds may result indecreases to the interest rates payable on suchbonds and, consequently, may adversely affectboth the income you receive from the securities inyour trust and the value of your units. On theother hand, increases in a bond’s interest raterelated to decreases in such bond’s credit ratingmay place additional financial strain on thebond’s issuer which could result in furtherdecreases in financial condition and further creditrating decreases. Additionally, an increase in abond’s interest rate may increase the risk that thebond’s issuer will prepay or “call” the bond beforeits stated maturity.

CCrreeddiitt rriisskk is the risk that a security’s issuer orinsurer is unable to meet its obligation to payprincipal or interest on the security.

CCaallll rriisskk is the risk that the issuer prepays or“calls” a bond before its stated maturity. Anissuer might call a bond if interest rates, in gener-al fall and the bond pays a higher interest rate orif it no longer needs the money for the originalpurpose. If an issuer calls a bond, your trust willdistribute the principal to you but your futureinterest distributions will fall. You might not beable to reinvest this principal at as high a yield. Abond’s call price could be less than the price yourtrust paid for the bond and could be below thebond’s par value. This means that you couldreceive less than the amount you paid for your

units. If enough bonds in your trust are called,your trust could terminate early. Some or all ofthe bonds may also be subject to extraordinaryoptional or mandatory redemptions if certainevents occur, such as certain changes in tax laws,the substantial damage or destruction by fire orother casualty of the project for which the pro-ceeds of the bonds were used, and various otherevents. The call provisions are described in gener-al terms in the “Portfolio”.

BBoonndd qquuaalliittyy rriisskk is the risk that a bond willfall in value if a rating agency decreases thebond’s rating.

CCoonncceennttrraattiioonn rriisskk is the risk that the value ofyour trust is more susceptible to fluctuationsbased on factors that impact a particular industrybecause the portfolio concentrates in companieswithin that industry. A portfolio “concentrates”in an industry when securities in a particularindustry make up 25% or more of the portfolio.

The trust invests significantly in bondsissued by companies in the ffiinnaanncciiaallss sseeccttoorr. Anynegative impact on this industry will have agreater impact on the value of units than on aportfolio diversified over several industries. Youshould understand the risks of this industrybefore you invest.

Banks and their holding companies are espe-cially subject to the adverse effects of economicrecession; volatile interest rates; portfolio concen-trations in geographic markets and in commercialand residential real estate loans; and competitionfrom new entrants in their fields of business. Inaddition, banks and their holding companies areextensively regulated at both the federal and statelevel and may be adversely affected by increasedregulations. Banks will face increased competi-


tion from nontraditional lending sources as regu-latory changes, such as the Gramm-Leach-Blileyfinancial services overhaul legislation, permit newentrants to offer various financial products.Technological advances such as the Internet allowthese nontraditional lending sources to cut over-head and permit the more efficient use of cus-tomer data. Banks are already facing tremendouspressure from mutual funds, brokerage firms andother financial service providers in the competi-tion to furnish services that were traditionallyoffered by banks.

Companies engaged in investment manage-ment and broker-dealer activities are subject tovolatility in their earnings and share prices thatoften exceeds the volatility of the equity market ingeneral. Adverse changes in the direction of thestock market, investor confidence, equity transac-tion volume, the level and direction of interestrates and the outlook of emerging markets couldadversely affect the financial stability, as well asthe stock prices, of these companies.

Additionally, competitive pressures, includingincreased competition with new and existing com-petitors, the ongoing commoditization of tradi-tional businesses and the need for increased capitalexpenditures on new technology could adverselyimpact the profit margins of companies in theinvestment management and brokerage industries.Companies involved in investment managementand broker-dealer activities are also subject toextensive regulation by government agencies andself-regulatory organizations, and changes in laws,regulations or rules, or in the interpretation ofsuch laws, regulations and rules could adverselyaffect the stock prices of such companies.

Companies involved in the insurance, rein-surance and risk management industry under-

write, sell or distribute property, casualty andbusiness insurance. Many factors affect insur-ance, reinsurance and risk management companyprofits, including interest rate movements, theimposition of premium rate caps, a misapprehen-sion of the risks involved in given underwritings,competition and pressure to compete globally,weather catastrophes or other disasters and theeffects of client mergers. Already extensively reg-ulated, insurance companies’ profits may beadversely affected by increased government regu-lations or tax law changes.

Financial services companies have faced sig-nificant difficulty recently related to the down-turn in the housing and mortgage lending mar-kets, corresponding declines in the value of mort-gage-backed securities and the resulting impact onall areas of the financial services industry and thebroader economy. These difficulties have givenrise to considerable uncertainty regarding theglobal economy and financial services companies,in particular. The downturn has also led to con-siderable write-downs in the values of many assetsheld by financial services companies and a tight-ening of credit markets that has been marked by ageneral unwillingness of many entities to extendcredit. These factors have caused a significantneed for many financial services companies toraise capital to meet obligations and to satisfy reg-ulatory and contractual capital requirements.Many well-established financial services compa-nies have been forced to seek additional capitalthrough issuances of new preferred or commonequity and certain companies have been forced toagree to be acquired by other companies (or sellsome or all of their assets to other companies). Insome cases government assistance, guarantees ordirect participation in investments or acquisitionshave been necessary to facilitate these transac-tions. In addition, concerns regarding these issues


and their potential negative impact to the U.S.and global economies have resulted in extremevolatility in securities prices and uncertain marketconditions.

In response to these issues, governmentauthorities in the U.S. and other countries haveinitiated and may continue to engage in adminis-trative and legislative action intended to addressboth short- and long-term difficulties facing thehousing and mortgage lending markets, mortgagebacked securities, the financial services industryand the broader economy. These governmentactions may include, but are not limited to,restrictions on investment activities; increasedoversight, regulation and involvement in financialservices company practices; adjustments to capitalrequirements; the acquisition of interests in andthe extension of credit to private entities; andincreased investigation efforts into the actions ofcompanies and individuals in the financial serviceindustry. No one can predict any action thatmight be taken or the effect any action or inac-tion will have. It is possible that any actionstaken by government authorities will not addressor help improve the state of these difficulties asintended. No one can predict the impact that therecent difficulties will have on the economy, gen-erally or financial services companies. The recentdifficulties and corresponding government actionor inaction may have far reaching consequencesand your investment may be adversely affected bysuch developments.

LLiiqquuiiddiittyy rriisskk is the risk that the value of asecurity will fall if trading in the security is limit-ed or absent. No one can guarantee that a liquidtrading market will exist for any security becausethese securities generally trade in the over-the-counter market (they are not listed on a securitiesexchange).

LLiittiiggaattiioonn aanndd lleeggiissllaattiioonn rriisskk is the risk thatfuture litigation or legislation could affect the valueof your trust. Litigation could challenge an issuer’sauthority to issue or make payments on securities.

““WWhheenn IIssssuueedd”” aanndd ““DDeellaayyeedd DDeelliivveerryy”” BBoonnddss..“When, as and if issued” bonds are bonds thattrade before they are actually issued. Bonds pur-chased on a “when issued” basis have not yet beenissued by the issuer on the trust’s inception datealthough such issuer has committed to issue suchbonds. This means that the sponsor can onlydeliver them to the trust “when, as and if ” thebonds are actually issued. In addition, otherbonds may have been purchased by the sponsoron a “delayed delivery” basis. These bonds areexpected to be delivered to the trust after thetrust’s first settlement date (normally three busi-ness days after the trust’s inception date).

Delivery of these bonds may be delayed ormay not occur. Interest on these bonds does notbegin accruing to your trust until the bond isdelivered to the trust. You may have to adjustyour tax basis of any bonds delivered after theexpected delivery date. Any adjustment wouldreflect interest that accrued between the time youpurchased your units and the delivery of thebonds to your trust. This could lower your firstyear estimated current return. You may experi-ence gains or losses on these bonds from the timeyou purchase units even though your trust hasnot yet received them.

OOrriiggiinnaall IIssssuuee DDiissccoouunntt BBoonnddss.. Original issuediscount bonds were initially issued at a pricebelow their face (or par) value. These bonds typi-cally pay a lower interest rate than comparablebonds that were issued at or above their par value.In a stable interest rate environment, the marketvalue of these bonds tends to increase more slowlyin early years and in greater increments as the


bonds approach maturity. The issuers of thesebonds may be able to call or redeem a bondbefore its stated maturity date and at a price lessthan the bond’s par value.

Zero coupon bonds are a type of originalissue discount bond. These bonds do not pay anycurrent interest during their life. If an investorowns this type of bond, the investor has the rightto receive a final payment of the bond’s par valueat maturity. The price of these bonds often fluc-tuates greatly during periods of changing marketinterest rates compared to bonds that make cur-rent interest payments. The issuers of thesebonds may be able to call or redeem a bondbefore its stated maturity date and at a price lessthan the bond’s par value.

MMaarrkkeett DDiissccoouunntt.. Your trust may consist ofsome bonds whose current market values werebelow the principal value on the trust’s inceptiondate or your unit purchase date. A primary rea-son for the market value of such bonds being lessthan the principal value is that the interest rate ofsuch bonds is at a lower rate than the currentmarket interest rates for comparable bonds.Bonds selling at market discounts tend to increasein market value as they approach maturity.

PPrreemmiiuumm BBoonnddss.. Your trust may consist ofsome bonds whose current market values wereabove the principal value on the trust’s inceptiondate or your unit purchase date. A primary rea-son for the market value of such bonds beinghigher than the principal value is that the interestrate of such bonds is at a higher rate than thecurrent market interest rates for comparablebonds. The current returns of bonds trading at amarket premium are initially higher than the cur-rent returns of comparable bonds issued at cur-rently prevailing interest rates because premiumbonds tend to decrease in market value as they

approach maturity when the principal valuebecomes payable. Because part of the purchaseprice is effectively returned not at maturity butthrough current income payments, early redemp-tion of a premium bond at par or any otheramount below the trust’s purchase price willresult in a reduction in yield. Redemption pur-suant to call provisions generally will, andredemption pursuant to sinking fund provisionsmay, occur at times when the bonds have a mar-ket value that represents a premium over par orfor original issue discount securities a premiumover the accreted value.

HHOOWW YYOOUURR TTRRUUSSTT WWOORRKKSS

YYoouurr TTrruusstt.. Your trust is a unit investmenttrust registered under the Investment CompanyAct of 1940. We created the trust under a trustagreement between Advisors Asset Management,Inc. (as depositor/sponsor, evaluator and supervi-sor) and The Bank of New York Mellon (astrustee). To create your trust, we deposited secu-rities with the trustee (or contracts to purchasesecurities along with an irrevocable letter of creditor other consideration to pay for the securities).In exchange, the trustee delivered units of yourtrust to us. Each unit represents an undividedinterest in the assets of your trust. These unitsremain outstanding until redeemed or until yourtrust terminates. At the close of the New YorkStock Exchange on the trusts’ inception date, thenumber of units may be adjusted so that the pub-lic offering price per unit equals $1,000. Thenumber of units, fractional interest of each unitin a trust, estimated interest distributions per unitand estimated current and long-term returns willincrease or decrease to the extent of any adjust-ment.

CChhaannggiinngg YYoouurr PPoorrttffoolliioo. Your trust is not amanaged fund. Unlike a managed fund, we


designed your portfolio to remain relatively fixed.Your trust will generally buy and sell securities:

• to pay expenses,

• to issue additional units or redeem units,

• in limited circumstances to protect atrust,

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

• as permitted by the trust agreement.

When your trust sells securities, the composi-tion and diversity of the securities in the portfoliomay be altered. Your trust will generally rejectany offer for securities or other property inexchange for the securities in its portfolio. If yourtrust receives securities or other property, it willeither hold the securities or property in the port-folio or sell the securities or property and distrib-ute the proceeds.

We will increase the size of your trust as wesell units. When we create additional units, wewill seek to maintain a portfolio that replicatesthe principal amounts of the securities in theportfolio. When your trust buys securities, it maypay brokerage or other acquisition fees. Youcould experience a dilution of your investmentbecause of these fees and fluctuations in securityprices between the time we create units and thetime your trust buys the securities. Because thetrusts pay the brokerage fees associated with thecreation of new units and with the sale of securi-ties to meet redemption and exchange requests,frequent redemption and exchange activity willlikely result in higher brokerage expenses. Whenyour trust buys or sells securities, we may directthat it place orders with and pay brokerage com-missions to brokers that sell units or are affiliatedwith your trust or the trustee.

In the event of a failure to deliver any bondthat has been purchased for the trust under acontract (“failed bonds”), the sponsor is author-ized to purchase other bonds (“replacementbonds”). The trustee shall pay for replacementbonds out of funds held in connection with thefailed bonds and will accept delivery of suchbonds to make up the original principal of atrust. The replacement bonds must be purchasedwithin 20 days after delivery of the notice of thefailed contract, and the purchase price (exclusiveof accrued interest) may not exceed the principalattributable to the failed bonds. Whenever areplacement bond has been acquired for a trust,the trustee shall, within five days thereafter, noti-fy all unitholders of a trust of the acquisition ofthe replacement bond and shall, on the next dis-tribution date which is more than 30 days there-after, make a pro rata distribution of the amount,if any, by which the cost to a trust of the failedbond exceeded the cost of the replacement bond.In addition, a replacement bond must (at thetime of purchase):

• have a fixed maturity or disposition datecomparable to that of the failed bond itreplaces;

• be purchased at a price that results in ayield to maturity and in a current returnwhich is approximately equivalent to theyield to maturity and current return ofthe failed bond which it replaces; and

• be rated at least in the category ofBBB/Baa or the equivalent by a majorrating organization.

If the right of limited substitution describedabove shall not be used to acquire replacementbonds in the event of a failed contract, the sponsorwill refund the sales charge attributable to suchfailed bonds to all unitholders of the trust, and


distribute the principal attributable to such failedbonds on the next monthly distribution datewhich is more than 30 days thereafter. In theevent a replacement bond is not acquired by thetrust, the estimated net annual interest income perunit would be reduced and the estimated currentand long-term returns might be lowered.

EEssttiimmaatteedd CCuurrrreenntt aanndd LLoonngg--TTeerrmm RReettuurrnnss..The estimated current return and the estimatedlong-term return as of the business day before atrust’s inception date are shown under “EssentialInformation” and “Illustration of Sales FeeDiscounts” in the “Investment Summary” sec-tion for your trust. Estimated current return iscalculated by dividing the current estimated netannual interest income per unit based on theinterest rates currently applicable to the bondsby the public offering price. The estimated netannual interest income per unit will vary withchanges in the interest rates applicable to thebonds (some of which may be subject to adjust-ments related to changes in the bonds’ ratings asprovided by certain ratings services), fees andexpenses of your trust and with the default,redemption, maturity, exchange or sale of bonds.The public offering price will vary with changesin the price of the bonds. Accordingly, there isno assurance that the present estimated currentreturn will be realized in the future. Estimatedlong-term return is calculated using a formulawhich (1) takes into consideration, and deter-mines and factors in the relative weightings of,the market values, yields (which takes intoaccount the amortization of premiums and theaccretion of discounts) and estimated retire-ments of the bonds and (2) takes into accountthe expenses and sales charge associated withunits. The applicable sales charge associatedwith units will vary based on sales fee reductionsapplicable to certain unitholders. Since theinterest rates, value and estimated retirements of

the bonds and the expenses of your trust maychange, there is no assurance that the presentestimated long-term return will be realized in thefuture. The estimated current return and esti-mated long-term return are expected to differbecause the calculation of estimated long-termreturn reflects the estimated date and amount ofprincipal returned while the estimated currentreturn calculation includes only net annualinterest income and public offering price.

In order to acquire certain bonds, it may benecessary for the sponsor or trustee to payamounts covering accrued interest on the bondswhich exceed the amounts which will be madeavailable through cash furnished by the sponsoron the trust’s inception date. This cash mayexceed the interest which would accrue to thefirst settlement date. The trustee has agreed topay for any amounts necessary to cover anyexcess and will be reimbursed when fundsbecome available from interest payments on therelated bonds.

WWeeiigghhtteedd AAvveerraaggee MMooddiiffiieedd DDuurraattiioonn.. Theweighted average modified duration of the securi-ties in the trust portfolio as of the business daybefore the trust’s inception date is shown under“Essential Information” in the “InvestmentSummary” section for your trust. Modified dura-tion is a calculation that expresses the measurablechange in the value of a security in response to achange in interest rates. Modified duration fol-lows the concept that interest rates and bondprices move in opposite directions. This formulais used to determine the effect that a 1% changein interest rates might have on the price of abond. For example, if a portfolio has a durationof 3 years then that portfolio’s value is estimatedto decline approximately 3% for each 1% increasein interest rates or rise approximately 3% for each1% decrease in interest rates. Weighted average


modified duration of the securities will vary withchanges in the value and yield of bonds and withthe default, redemption, maturity, exchange, saleor other liquidation of bonds. The weightedaverage modified duration of the securities shownunder “Essential Information” relates only to thebonds in the trust and not to the trust itself orunits. Modified duration does not account forthe trust sales charge or expenses and is notintended to predict or guarantee future perform-ance of the bonds or the trust.

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

TTeerrmmiinnaattiioonn ooff YYoouurr TTrruusstt.. Your trust willterminate upon the maturity, payment, redemp-tion, sale or other liquidation of all of the securi-ties in the portfolio. The trustee may terminateyour trust early if the value of the trust is less than40% of the original value of the securities in thetrust at the time of deposit. At this size, theexpenses of your trust may create an undue bur-den on your investment. Investors owning two-thirds of the units in your trust may also vote toterminate the trust early. The trustee will liqui-date the trust in the event that a sufficient num-ber of units not yet sold to the public are ten-dered for redemption so that the net worth of atrust would be reduced to less than 40% of thevalue of the securities at the time they weredeposited in a trust. If this happens, we willrefund any sales charge that you paid.

The trustee will notify you of any termina-tion and sell any remaining securities. Thetrustee will send your final distribution to youwithin a reasonable time following liquidation ofall the securities after deducting final expenses.Your termination distribution may be less thanthe price you originally paid for your units.

TThhee SSppoonnssoorr.. The sponsor of the trust isAdvisors Asset Management, Inc. We are a broker-dealer specializing in providing trading and supportservices to broker-dealers, registered representatives,investment advisers and other financial profession-als. Our headquarters are located at 18925 BaseCamp Road, Monument, Colorado 80132. Youcan contact our unit investment trust division at8100 East 22nd Street North, Building 800, Suite102, Wichita, Kansas 67226 or by using the con-tacts listed on the back cover of this prospectus.AAM is a registered broker-dealer and investmentadviser, a member of the Financial IndustryRegulatory Authority, Inc. (FINRA) andSecurities Investor Protection Corporation (SIPC)and a registrant of the Municipal SecuritiesRulemaking Board (MSRB). If we fail to or can-not perform our duties as sponsor or becomebankrupt, the trustee may replace us, continue tooperate your trust without a sponsor, or terminateyour trust.

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

The sponsor or an affiliate may use the list ofsecurities in the trust in its independent capacity(which may include acting as an investmentadviser or broker-dealer) and distribute this infor-


mation to various individuals and entities. Thesponsor or an affiliate may recommend or effecttransactions in the securities. This may also havean impact on the price your trust pays for thesecurities and the price received upon unitredemption or trust termination. The sponsormay act as agent or principal in connection withthe purchase and sale of securities, includingthose held by the trust, and may act as a specialistmarket maker in the securities. The sponsor mayalso issue reports and make recommendations onthe securities in the trust. The sponsor or anaffiliate may have participated in a public offeringof one or more of the securities in the trust. Thesponsor, an affiliate or their employees may have along or short position in these securities or relatedsecurities. An officer, director or employee of thesponsor or an affiliate may be an officer or direc-tor for the issuers of the securities.

TThhee TTrruusstteeee.. The Bank of New YorkMellon is the trustee of your trust with its prin-cipal unit investment trust division offices locat-ed at 2 Hanson Place, 12th Floor, Brooklyn,New York 11217. You can contact the trusteeby calling the telephone number on the backcover of this prospectus or by writing to its unitinvestment trust office. We may remove andreplace the trustee in some cases without yourconsent. The trustee may also resign by notify-ing us and investors.

PPoorrttffoolliioo CCoonnssuullttaanntt.. The PortfolioConsultant, Navellier & Associates, Inc., is a pri-vately owned registered investment adviser.Louis G. Navellier is the majority owner of thePortfolio Consultant which was founded in 1987and is based in Reno, Nevada. In addition toproviding portfolio consulting services to thetrust, the Portfolio Consultant provides invest-ment management services to individuals, Taft-Hartley plans, corporate pension funds, endow-ments, and foundations. The Portfolio

Consultant is not an affiliate of the sponsor. ThePortfolio Consultant selected a list of bonds to beincluded in the portfolio based on the criteriaprovided by the sponsor. The PortfolioConsultant makes no representations that thebond portfolio will achieve the investment objec-tives or will be profitable or suitable for any par-ticular potential investor. The sponsor did notselect the bonds for the trust.

The Portfolio Consultant may use the list ofbonds in its independent capacity as an investmentadviser and distribute this information to variousindividuals and entities. The Portfolio Consultantmay recommend to other clients or otherwise effecttransactions in the bonds held by the trust. Thismay have an adverse effect on the prices of thebonds. This also may have an impact on the pricethe trust pays for the bonds and the price receivedupon unit redemptions or liquidation of the bonds.The Portfolio Consultant also issues reports andmakes recommendations on securities, which mayinclude the bonds in the trust.

Neither the Portfolio Consultant nor thesponsor manages the trust. Opinions expressedby the Portfolio Consultant are not necessarilythose of the sponsor, and may not actually cometo pass. The Portfolio Consultant is being com-pensated for its portfolio consulting services,including selection of the trust portfolio.

The Portfolio Consultant has a consultingagreement with Dial which covers the assistanceprovided for the portfolio selection for the trustamong other things. Dial is not being compen-sated by the trust or the sponsor. Dial is a pri-vately owned investment adviser registered in thestate of California. Dial was founded in 2002and is based in Newport Coast, California. Theprincipals of Dial are T. Ole Dial and MikeLanier, who combined have over 45 years experi-ence in the credit markets. Dial provides invest-


ment management services primarily to hedgefunds and high net worth individuals. Dial is notan affiliate of the sponsor.

HHooww WWee DDiissttrriibbuuttee UUnniittss.. We sell units tothe public through broker-dealers and otherfirms. We pay part of the sales fee to these distri-bution firms when they sell units. Units will bedistributed to the public by these firms at thepublic offering price per unit as described under“How to Buy Units”.

During the initial offering period, the distri-bution fee (the broker-dealer concession or agencycommission) for broker-dealers and other firms isas follows:

Concessionor Agency

Transaction Amount Commission

Less than 100 units $22.50100 - 249 units 20.00250 - 499 units 17.50500 - 999 units 15.001,000 - 4,999 units 13.005,000 - 9,999 units 11.0010,000 or more units 9.00

We apply these concessions as a fixed dollaramount per unit net of any sales fee discount.The breakpoints will be adjusted to take intoconsideration purchase orders stated in dollarswhich cannot be completely fulfilled due to therequirement that only whole units be issued. Wealso apply the breakpoints in the table above on adollar basis using a breakpoint equivalent of$1,000 per unit and will be applied on whicheverbasis is more favorable to the broker-dealer orselling agent.

For transactions involving unitholders ofother unit investment trusts who use their

redemption or termination proceeds to purchaseunits of the trust offered in this prospectus, theconcession or agency commission is $17.50 perunit.

After the initial offering period, the broker-dealer concession or agency commission for sec-ondary market transactions is equal to 2.50% ofthe public offering price.

Any sales fee discount is borne by the bro-ker-dealer or selling firm out of the concessionor agency commission, except as stated above.We reserve the right to change the amount ofconcessions or agency commissions from time totime.

Broker-dealers and other firms that sell unitsof certain unit investment trusts for which AAMacts as sponsor are eligible to receive additionalcompensation for volume sales. The sponsoroffers two separate volume concession structuresfor certain trusts that are referred to as “VolumeConcession A” and “Volume Concession B.” Thetrust offered in this prospectus is a VolumeConcession B trust. Broker-dealers and otherfirms that sell units of any Volume Concession Btrust are eligible to receive the additional compen-sation described below. Such payments will be inaddition to the regular concessions paid to firmsas set forth in the applicable trust’s prospectus.The additional concession is based on total initialoffering period sales of all Volume Concession Btrusts during a calendar quarter as set forth in thefollowing table:

Initial Offering Period Sales VolumeDuring Calendar Quarter Concession

Less than $100,000,000 0.000%$100,000,000 but less than $250,000,000 0.050$250,000,000 or more 0.100


This volume concession will be paid on unitsof all Volume Concession B trust units sold in theinitial offering period, except as described below.Currently, series of Advisors Corporate Trust—Navellier/Dial High Income OpportunitiesPortfolio, Build America Bond Limited MaturityPortfolio, Build America Bond Portfolio, InsuredTax Exempt Municipal Portfolio, MunicipalOpportunities Portfolio, Tax Exempt MunicipalPortfolio and Tax Exempt Securities Trust are clas-sified as Volume Concession B trusts; however,other trusts may be classified as VolumeConcession B trusts in the future and eligible forthis additional compensation for calendar quartersales as disclosed in the applicable trust prospectus.For a trust to be eligible for this additionalVolume Concession B compensation for calendarquarter sales, the trust’s prospectus must includedisclosure related to this additional VolumeConcession B compensation. A trust is not eligi-ble for this additional Volume Concession B com-pensation if the prospectus for such trust does notinclude disclosure related to this additionalVolume Concession B compensation. Othertrusts sponsored by AAM are eligible to receivedifferent categories of additional compensation forvolume sales as set forth in the applicable trust’sprospectus. Broker dealer-firms will not receivecompensation unless they sell at least $100 millionof units of Volume Concession B trusts during acalendar quarter. For example, if a firm sells$99.5 million of units of Volume Concession Btrusts during a calendar quarter, the firm will notreceive any additional compensation with respectto such trusts. Once a firm reaches a particularbreakpoint during a quarter, the firm will receivethe stated volume concession on all initial offeringperiod sales of Volume Concession B trust unitsduring the applicable quarter. For example, if afirm sells $115 million of units of VolumeConcession B trusts in the initial offering periodduring a calendar quarter, the firm will receive

additional compensation of 0.05% of $115 mil-lion and if a firm sells $275 million of units ofVolume Concession B trusts in the initial offeringperiod during a calendar quarter, the firm willreceive additional compensation of 0.10% of $275million. In addition, selling firms will not receivethe additional compensation on the sale of unitswhich are not subject to a transactional salescharge. However, such sales will be included indetermining whether a firm has met the volumesales concession breakpoints. Secondary marketsales of units are excluded for purposes of theadditional compensation. We will pay theseamounts out of our own assets within a reasonabletime following each calendar quarter.

We currently provide, at our own expenseand out of our own profits, additional compensa-tion and benefits to broker-dealers who sell unitsof this trust and our other products. This com-pensation is intended to result in additional salesof our products and/or compensate broker-deal-ers and financial advisors for past sales. A num-ber of factors are considered in determiningwhether to pay these additional amounts. Suchfactors may include, but are not limited to, thelevel or type of services provided by the interme-diary, the level or expected level of sales of ourproducts by the intermediary or its agents, theplacing of our products on a preferred or recom-mended product list and access to an intermedi-ary’s personnel. We may make these paymentsfor marketing, promotional or related expenses,including, but not limited to, expenses of enter-taining retail customers and financial advisors,advertising, sponsorship of events or seminars,obtaining information about the breakdown ofunit sales among an intermediary’s representa-tions or offices, obtaining shelf space in broker-dealer firms and similar activities designed topromote the sale of our products. We make suchpayments to a substantial majority of intermedi-


aries that sell our products. We may also makecertain payments to, or on behalf of, intermedi-aries to defray a portion of their costs incurredfor the purpose of facilitating unit sales, such asthe costs of developing or purchasing trading sys-tems to process unit trades. Payments of suchadditional compensation described in this para-graph and the volume concessions describedabove, some of which may be characterized as“revenue sharing,” may create an incentive forfinancial intermediaries and their agents to sell orrecommend our products, including this trust,over other products. These arrangements willnot change the price you pay for your units.

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

We may gain or lose money when we holdunits in the primary or secondary market due tofluctuations in unit prices. The gain or loss isequal to the difference between the price we payfor units and the price at which we sell or redeemthem. We may also gain or lose money when wedeposit securities to create units.

TTAAXXEESS

This section summarizes some of the mainU.S. federal income tax consequences of owningunits of the trust. This section is current as of thedate of this prospectus. Tax laws and interpreta-tions change frequently, and these summaries donot describe all of the tax consequences to all tax-payers. For example, these summaries generallydo not describe your situation if you are a corpo-ration, a non-U.S. person, a broker/dealer, or

other investor with special circumstances. Inaddition, this section does not describe your state,local or foreign tax consequences.

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

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

TTrruusstt SSttaattuuss.. The trust intends to qualify as a“regulated investment company” under the federaltax laws. If the trust qualifies as a regulatedinvestment company and distributes its income asrequired by the tax law, the trust generally willnot pay federal income taxes.

DDiissttrriibbuuttiioonnss.. Trust distributions are general-ly taxable. After the end of each year, you willreceive a tax statement that separates your trust’sdistributions into three categories, ordinaryincome distributions, capital gains dividends andreturn of capital. Ordinary income distributionsare generally taxed at your ordinary tax rate, how-ever, as further discussed below, certain ordinaryincome distributions received from the trust maybe taxed at the capital gains tax rates. Generally,you will treat all capital gains dividends as long-term capital gains regardless of how long you haveowned your units. To determine your actual taxliability for your capital gains dividends, you mustcalculate your total net capital gain or loss for thetax year after considering all of your other taxable


transactions, as described below. In addition, thetrust may make distributions that represent areturn of capital for tax purposes and thus willgenerally not be taxable to you. The tax status ofyour distributions from your trust is not affectedby whether you reinvest your distributions inadditional units or receive them in cash. Theincome from your trust that you must take intoaccount for federal income tax purposes is notreduced by amounts used to pay a deferred salesfee, if any. The tax laws may require you to treatdistributions made to you in January as if youhad received them on December 31 of the previ-ous year. Under the “Health Care and EducationReconciliation Act of 2010,” income from thetrust may also be subject to a new 3.8 percent“medicare tax” imposed for taxable years begin-ning after 2012. This tax will generally apply toyour net investment income if your adjusted grossincome exceeds certain threshold amounts, whichare $250,000 in the case of married couples filingjoint returns and $200,000 in the case of singleindividuals.

DDiivviiddeennddss RReecceeiivveedd DDeedduuccttiioonn.. A corporationthat owns units generally will not be entitled tothe dividends received deduction with respect tomany dividends received from the trust becausethe dividends received deduction is generally notavailable for distributions from regulated invest-ment companies. However, certain ordinaryincome dividends on units that are attributable toqualifying dividends received by the trust fromcertain corporations may be designated by thetrust as being eligible for the dividends receiveddeduction.

SSaallee OOrr RReeddeemmppttiioonn OOff UUnniittss.. If you sell orredeem your units, you will generally recognize ataxable gain or loss. To determine the amount ofthis gain or loss, you must subtract your tax basisin your units from the amount you receive in the

transaction. Your tax basis in your units is gener-ally equal to the cost of your units, generallyincluding sales charges. In some cases, however,you may have to adjust your tax basis after youpurchase your units.

CCaappiittaall GGaaiinnss AAnndd LLoosssseess AAnndd CCeerrttaaiinnOOrrddiinnaarryy IInnccoommee DDiivviiddeennddss.. If you are an indi-vidual, the maximum marginal federal tax ratefor net capital gain is generally 15% (generally0% for certain taxpayers in the 10% and 15%tax brackets). These capital gains rates are gener-ally effective for taxable years beginning beforeJanuary 1, 2013. For later periods, if you are anindividual, the maximum marginal federal taxrate for net capital gain is generally 20% (10%for certain taxpayers in the 10% and 15% taxbrackets). The 20% rate is reduced to 18% fornet capital gains from most property acquiredafter December 31, 2000 with a holding periodof more than five years, and the 10% rate isreduced to 8% for net capital gains from mostproperty (regardless of when acquired) with aholding period of more than five years.

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


Ordinary income dividends received by anindividual unitholder from a regulated investmentcompany such as the trust are generally taxed atthe same rates that apply to net capital gain (asdiscussed above), provided certain holding periodrequirements are satisfied and provided the divi-dends are attributable to qualifying dividendsreceived by the trust itself. These special rulesrelating to the taxation of ordinary income divi-dends from regulated investment companies gen-erally apply to taxable years beginning beforeJanuary 1, 2013. The trust will provide notice toits unitholders of the amount of any distributionwhich may be taken into account as a dividendwhich is eligible for the capital gains tax rates.

EExxcchhaannggeess.. If you elect to have your proceedsfrom your trust rolled over into a future trust, it isconsidered a sale for federal income tax purposesand any gain on the sale will be treated as a capi-tal gain, and any loss will be treated as a capitalloss. However, any loss realized on a sale orexchange will be disallowed to the extent thatunits disposed of are replaced (including throughreinvestment of dividends) within a period of 61days beginning 30 days before and ending 30days after disposition of units or to the extent thatthe unitholder, during such period, acquires orenters into an option or contract to acquire, sub-stantially identical stock or securities. In such acase, the basis of the units acquired will be adjust-ed to reflect the disallowed loss.

DDeedduuccttiibbiilliittyy ooff TTrruusstt EExxppeennsseess.. Generally,expenses incurred by your trust will be deductedfrom the gross income received by your trust andonly your share of the trust’s net income will bepaid to you and reported as taxable income toyou. However, if the units of your trust are heldby fewer than 500 unitholders at any time duringa taxable year, your trust will generally not be ableto deduct certain expenses from income, thus

resulting in your reported share of the trust’s tax-able income being increased by your share ofthose expenses, even though you do not receive acorresponding cash distribution. In this case youmay be able to take a deduction for these expens-es; however, certain miscellaneous itemizeddeductions, such as investment expenses, may bededucted by individuals only to the extent that allof these deductions exceed 2% of the individual’sadjusted gross income.

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

FFoorreeiiggnn IInnvveessttoorrss.. If you are a foreign investor(i.e., an investor other than a U.S. citizen or resi-dent or a U.S. corporation, partnership, estate ortrust), you should be aware that, generally, subjectto applicable tax treaties, distributions from thetrust will be characterized as dividends for federalincome tax purposes (other than dividends whichthe trust designates as capital gain dividends) andwill be subject to U.S. income taxes, includingwithholding taxes, subject to certain exceptionsdescribed below. However, distributions receivedby a foreign investor from the trust that are proper-ly designated by the trust as capital gain dividendsmay not be subject to U.S. federal income taxes,including withholding taxes, provided that thetrust makes certain elections and certain other con-ditions are met. In the case of dividends withrespect to taxable years of the trust beginning priorto 2012, distributions from the trust that are prop-erly designated by the trust as an interest-relateddividend attributable to certain interest incomereceived by the trust or as a short-term capital gain


dividend attributable to certain net short-term cap-ital gain income received by the trust may not besubject to U.S. federal income taxes, includingwithholding taxes when received by certain foreigninvestors, provided that the trust makes certainelections and certain other conditions are met. Inaddition, distributions after December 31, 2012may be subject to a U.S. withholding tax of 30%in the case of distributions to (i) certain non-U.S.financial institutions that have not entered into anagreement with the U.S. Treasury to collect anddisclose certain information and (ii) certain othernon-U.S. entities that do not provide certain certi-fications and information about the entity’s U.S.owners. You should also consult your tax advisorwith respect to other U.S. tax withholding andreporting requirements.

EEXXPPEENNSSEESS

Your trust will pay various expenses to conductits operations. The “Fees and Expenses” section ofthe “Investment Summary” in this prospectusshows the estimated amount of these expenses.

Your trust will pay a fee to the trustee for itsservices. The trustee also benefits when it holdscash for your trust in non-interest bearingaccounts. Your trust will reimburse us as supervi-sor, evaluator and sponsor for providing portfoliosupervisory services, for evaluating your portfolioand for providing bookkeeping and administra-tive services. Our reimbursements may exceedthe costs of the services we provide to your trustbut will not exceed the costs of services providedto all of our unit investment trusts in any calen-dar year. All of these fees may adjust for infla-tion without your approval.

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

expenses), various governmental charges, fees forextraordinary trustee services, costs of takingaction to protect your trust, costs of indemnifyingthe trustee and the sponsor, legal fees and expens-es, expenses incurred in contacting you and costsincurred to reimburse the trustee for advancingfunds to meet distributions. Your trust may paythe costs of updating its registration statementeach year. The trustee will generally pay trustexpenses from interest income and principal pay-ments received on the securities but in some casesmay sell securities to pay trust expenses.

EEXXPPEERRTTSS

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

IInnddeeppeennddeenntt RReeggiisstteerreedd PPuubblliicc AAccccoouunnttiinnggFFiirrmm.. Grant Thornton LLP, independent regis-tered public accounting firm, audited the state-ment of financial condition and the portfolio inthis prospectus.

AADDDDIITTIIOONNAALL IINNFFOORRMMAATTIIOONN

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


RReeppoorrtt ooff IInnddeeppeennddeenntt RReeggiisstteerreedd PPuubblliicc AAccccoouunnttiinngg FFiirrmm

UUnniitthhoollddeerrssAAddvviissoorrss DDiisscciipplliinneedd TTrruusstt 882233

We have audited the accompanying statement of financial condition, including the trust portfolio on pages 5 and 6, of Advisors DisciplinedTrust 823, as of February 10, 2012, the initial date of deposit. The statement of financial condition is the responsibility of the trust’s sponsor.Our responsibility is to express an opinion on this statement of financial condition based on our audit.

We conducted our audit in accordance with auditing standards of the Public Company Accounting Oversight Board (United States). Thosestandards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of financial condition is freeof material misstatement. The trust is not required to have, nor were we engaged to perform an audit of its internal control over financialreporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appro-priate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the trust’s internal control over financialreporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts anddisclosures in the statement of financial condition, assessing the accounting principles used and significant estimates made by the sponsor, aswell as evaluating the overall statement of financial condition presentation. Our procedures included confirmation with The Bank of New YorkMellon, trustee, of cash or an irrevocable letter of credit deposited for the purchase of securities as shown in the statement of financial condi-tion as of February 10, 2012. We believe that our audit of the statement of financial condition provides a reasonable basis for our opinion.

In our opinion, the statement of financial condition referred to above presents fairly, in all material respects, the financial position of AdvisorsDisciplined Trust 823 as of February 10, 2012, in conformity with accounting principles generally accepted in the United States of America.

Chicago, Illinois GRANT THORNTON LLPFebruary 10, 2012

Advisors Disciplined Trust 823

Statement of Financial Condition as of February 10, 2012

IInnvveessttmmeenntt iinn sseeccuurriittiieessContracts to purchase underlying securities (1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 24,401,308Accrued interest to first settlement date (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 454,348Cash (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126,177

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ 24,981,833

LLiiaabbiilliittiieess aanndd iinntteerreesstt ooff iinnvveessttoorrssLiabilities:

Accrued interest payable to sponsor (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ 454,348Organization costs (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126,177

580,525Interest of investors:

Cost to investors (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,286,000Less: sales fee (4)(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 758,515Less: organization costs (3)(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126,177Net interest of investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,401,308Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ 24,981,833

Number of units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,286

Net asset value per unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ 965.01

(1) Aggregate cost of the securities is based on the offer side evaluations as determined by the evaluator. The trustee will advance the amount of netinterest accrued to the first settlement date to the trust for distribution to the sponsor as unitholder of record as of such date.

(2) Cash or an irrevocable letter of credit has been deposited with the trustee covering the funds (aggregating $25,750,000) necessary for the purchaseof securities in the trust represented by purchase contracts.

(3) A portion of the public offering price represents an amount sufficient to pay for all or a portion of the costs incurred in establishing the trust.These costs have been estimated at $4.99 per unit for the trust. A distribution will be made as of the earlier of the close of the initial offeringperiod or six months following the trust’s inception date to an account maintained by the trustee from which this obligation of the investors willbe satisfied. To the extent the actual organization costs are greater than the estimated amount, only the estimated organization costs added to thepublic offering price will be reimbursed to the sponsor and deducted from the assets of the trust.

(4) The sales fee is equal to 3.00% of the public offering price.(5) The aggregate cost to investors includes the applicable sales fee assuming no reduction of sales fees.


ContentsInvestment Summary

A concise description 2 Investment Objectiveof essential information 2 Principal Investment Strategyabout the portfolio 2 Principal Risks

3 Who Should Invest3 Essential Information3 Fees and Expenses4 Illustration of Sales Fee

Discounts5 Portfolio

Understanding Your Investment

Detailed information to 7 How to Buy Unitshelp you understand 10 How to Sell Your Unitsyour investment 11 Distributions

12 Investment Risks16 How Your Trust Works23 Taxes26 Expenses26 Experts26 Additional Information27 Report of Independent Registered

Public Accounting Firm27 Statement of Financial Condition

Where to Learn More

You can contact us for Visit us on the Internetfree information about http://www.AAMportfolios.comthis and other investments, By e-mailincluding the Information [email protected] Call Advisors Asset

Management, Inc.(877) 858-1773Call The Bank of New York Mellon(800) 848-6468

Additional Information

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

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

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

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

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

Refer to:Advisors Disciplined Trust 823Securities Act file number: 333-178264Investment Company Act file number: 811-21056

ADVISORS CORPORATE

TRUST—NAVELLIER/DIAL

HIGH INCOME OPPORTUNITIES

PORTFOLIO,SERIES 45

PROSPECTUS

FEBRUARY 10, 2012

advisors corporate trust—navellier/dial high income

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